See Full Document Text
DRAFT RED HERRING PROSPECTUS
Dated September 27, 2025
(This Draft Red Herring Prospectus will be
updated upon filing with the RoC)
Please read Section 32 of the Companies Act, 2013)
100% Book Building Issue
DHARIWAL BUILDTECH LIMITED
(Please scan the QR Code to view the DRHP) CORPORATE IDENTITY NUMBER: U45209HR2016PLC063908
REGISTERED AND CORPORATE OFFICE CONTACT PERSON EMAIL AND TELEPHONE WEBSITE
DSS 72P, Sector - 15AP, Hisar - 125 001, Gaurav Batra Telephone: 01662-453059 www.dhariwalbuil
Haryana, India Company Secretary and Compliance Email: dtech.com
Officer compliance@dhariwalbuildtech.
com
OUR PROMOTERS: CHET RAM DHARIWAL, ADITYA DHARIWAL, CHET RAM DHARIWAL HUF, SAROJ DHARIWAL,
NAVITA, DEEPAK DHARIWAL AND MOHINDER SINGH DHARIWAL
FRESH ISSUE OFFER FOR TOTAL ISSUE ELIGIBILITY AND SHARE RESERVATION AMONG QIBs, NIBs, RIBs
TYPE
SIZE SALE SIZE SIZE AND ELIGIBLE EMPLOYEES
Fresh Issue [●] Equity Shares Not Applicable Up to [●] Equity The Issue is being made pursuant to Regulation 6(1) of the Securities and
of face value of ₹10 Shares of face Exchange Board of India (Issue of Capital and Disclosure Requirements)
each aggregating up value of ₹10 Regulations, 2018, as amended (“SEBI ICDR Regulations”). For further
to ₹ 9,500.00 each details, see “Other Regulatory and Statutory Disclosures – Eligibility for the
million^^ aggregating up Offer” on page 492. For details of share reservation among QIBs, NIBs, RIBs
to ₹ 9,500.00 and Eligible Employees, see “Issue Structure” on page 511.
million^^
DETAILS OF THE OFFER FOR SALE BY THE SELLING SHAREHOLDER
NAME OF THE SELLING TYPE NUMBER OF EQUITY SHARES OFFERED / WEIGHTED AVERAGE COST OF
SHAREHOLDER AMOUNT ACQUISITION PER EQUITY SHARE (IN ₹)
Not Applicable
RISKS IN RELATION TO THE FIRST ISSUE
The face value of the Equity Shares is ₹10 each. This being the first public issue of Equity Shares of our Company, there has been no formal market
for the Equity Shares. The Floor Price, Cap Price and Issue Price, determined by our Company in consultation with the Book Running Lead
Managers (“BRLMs”) in accordance with the SEBI ICDR Regulations and 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 169, should not be taken to be indicative of the market price
of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of
our Company, or 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 offered in the Issue have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”),
nor does SEBI guarantee the accuracy or adequacy of the contents of this Draft Red Herring Prospectus. Specific attention of the investors is invited
to “Risk Factors” on page 28.
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 BSE Limited (“BSE”) and National Stock Exchange
of India Limited (“NSE”, and together with BSE, the “Stock Exchanges”). For the purposes of the Issue, the Designated Stock Exchange shall be
[●].
BOOK RUNNING LEAD MANAGERS
Name of the BRLMs and logo Contact Person Email and Telephone
Prashant Patankar/ Krithika Shetty Email: dhariwal.ipo@sbicaps.com
Telephone: +91 22 4006 9807
SBI CAPITAL MARKETS LIMITED
Bharti Ranga/ Souradeep Ghosh E-mail: dhariwal.ipo@hdfcbank.com
Tel: +91 22 3395 8233
HDFC BANK LIMITED
REGISTRAR TO THE ISSUE
Name of the Registrar Contact Person Email and Telephone
E-mail: dhariwalbuildtech.ipo@in.mpms.mufg.com
Shanti Gopalkrishnan
MUFG INTIME INDIA PRIVATE LIMITED Tel: + 91 810 811 4949
(Formerly Link Intime India Private Limited)
BID/ISSUE PROGRAMME
ANCHOR INVESTOR BIDDING DATE* [●] BID/ISSUE OPENS ON* [●] BID/ISSUE CLOSES ON [●]**^*Our Company may, in consultation with the BRLMs, 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.
** Our Company may, in consultation with the BRLMs, 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.
^The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Issue Closing Date.
^^Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus (“Pre-IPO Placement”). The Pre-IPO Placement,
if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO
Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed ₹ 1,900.00 million,
i.e., 20% of the Fresh Issue. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to
the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the
Stock Exchanges. Our Company shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety). Further, relevant
disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus
and the Prospectus.DRAFT RED HERRING PROSPECTUS
Dated September 27, 2025
(This Draft Red Herring Prospectus will be updated upon filing with the RoC)
(Please read Section 32 of the Companies Act, 2013)
100% Book Building Issue
DHARIWAL BUILDTECH LIMITED
Our Company was incorporated as “SKC Infra Projects Limited” a public limited company under the Companies Act, 2013, pursuant to the certificate of incorporation dated May 2, 2016 issued by the
Deputy Registrar of Companies, Central Registration Centre. Pursuant to the board resolution dated May 17, 2018, and the special resolution dated May 18, 2018, the name of our Company was changed to
“Dhariwal Buildtech Limited”, in order to get the new business opportunities through its new name, and pursuant to which a fresh certificate of incorporation dated July 19, 2018 was issued by the Registrar
of Companies, Delhi and Haryana at New Delhi. For details of change in the registered office of our Company, see “History and Certain Corporate Matters- Changes in our registered office” on page 336.
,
Corporate Identity Number: U45209HR2016PLC063908; Website: www.dhariwalbuildtech.com
Registered and Corporate Office: DSS 72P, Sector – 15AP, Hisar – 125 001, Haryana, India
Contact Person: Gaurav Batra, Company Secretary and Compliance Officer; Telephone: 01662-453059, Email: compliance@dhariwalbuildtech.com
OUR PROMOTERS: CHET RAM DHARIWAL, ADITYA DHARIWAL, CHET RAM DHARIWAL HUF, SAROJ DHARIWAL, NAVITA, DEEPAK DHARIWAL AND MOHINDER SINGH DHARIWAL
INITIAL PUBLIC OFFERING OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF DHARIWAL BUILDTECH LIMITED (THE “COMPANY” OR THE “ISSUER”) FOR CASH
AT A PRICE OF ₹ [●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ [●] PER EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING UP TO ₹ 9,500.00 MILLION (THE “ISSUE”). THE ISSUE SHALL
CONSTITURE [●]% OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10 EACH. THE ISSUE PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT WILL BE
DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMs, AND WILL BE ADVERTISED IN ALL EDITIONS OF THE ENGLISH NATIONAL DAILY NEWSPAPER [●], ALL EDITIONS OF THE
HINDI NATIONAL DAILY NEWSPAPER [●] (HINDI BEING THE REGIONAL LANGUAGE OF HARYANA, WHERE OUR REGISTERED AND CORPORATE OFFICE IS LOCATED), EACH WITH WIDE
CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR TO THE BID/ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA
LIMITED (“NSE”, AND TOGETHER WITH BSE, THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SECURITIES AND
EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”).
THIS ISSUE INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH, AGGREGATING UP TO ₹[●] MILLION (CONSTITUTING UP TO [●]% OF THE POST-ISSUE PAID-
UP EQUITY SHARE CAPITAL OF OUR COMPANY), FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (“EMPLOYEE RESERVATION PORTION”). THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION
IS HEREINAFTER REFERRED TO AS THE “NET ISSUE”. OUR COMPANY IN CONSULTATION WITH THE BRLMs, MAY OFFER A DISCOUNT OF UP TO ₹[●] TO THE ISSUE PRICE (EQUIVALENT OF ₹[●]
PER EQUITY SHARE) TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”). THE ISSUE AND THE NET ISSUE SHALL CONSTITUTE AT LEAST
[●]% AND [●]%, RESPECTIVELY, OF THE POST-ISSUE PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY.
OUR COMPANY, IN CONSULTATION WITH THE BRLMs, MAY CONSIDER A PRE-IPO PLACEMENT, PRIOR TO FILING OF THE RED HERRING PROSPECTUS (“PRE-IPO PLACEMENT”). THE PRE-IPO
PLACEMENT, IF UNDERTAKEN, WILL BE AT A PRICE TO BE DECIDED BY OUR COMPANY, IN CONSULTATION WITH THE BRLMs. IF THE PRE-IPO PLACEMENT IS COMPLETED, THE AMOUNT RAISED
PURSUANT TO THE PRE-IPO PLACEMENT WILL BE REDUCED FROM THE FRESH ISSUE, SUBJECT TO COMPLIANCE WITH RULE 19(2)(B) OF THE SCRR. THE PRE-IPO PLACEMENT, IF UNDERTAKEN,
SHALL NOT EXCEED ₹ 1,900.00 MILLION, i.e., 20% OF THE SIZE OF THE FRESH ISSUE. PRIOR TO THE COMPLETION OF THE ISSUE, OUR COMPANY SHALL APPROPRIATELY INTIMATE THE
SUBSCRIBERS TO THE PRE-IPO PLACEMENT, PRIOR TO ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE
ISSUE OR THE ISSUE MAY BE SUCCESSFUL AND WILL RESULT INTO LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. OUR COMPANY SHALL REPORT ANY PRE-IPO PLACEMENT TO
THE STOCK EXCHANGES, WITHIN 24 HOURS OF SUCH PRE-IPO PLACEMENT (IN PART OR IN ENTIRETY). FURTHER, RELEVANT DISCLOSURES IN RELATION TO SUCH INTIMATION TO THE
SUBSCRIBERS TO THE PRE-IPO PLACEMENT (IF UNDERTAKEN) SHALL BE APPROPRIATELY MADE IN THE RELEVANT SECTIONS OF THE RED HERRING PROSPECTUS AND THE PROSPECTUS.
In case of any revision to the Price Band, the Bid/Issue Period will be extended by 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 unforeseen circumstances, our Company may, in consultation with the BRLMs, 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 BRLMs and at the terminals of the Syndicate Member(s) and by intimation to the Designated Intermediaries and the Sponsor Bank(s), as applicable.
This Issue is being made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended (“SCRR”), read with Regulation 31 of the SEBI ICDR Regulations. The Issue is being made through the Book Building
Process in terms of Regulation 6(1) of the SEBI ICDR Regulations, wherein in terms of Regulation 32(1) of the SEBI ICDR Regulations, not more than 50% of the Issue shall be available for allocation on a proportionate basis to Qualified
Institutional Buyers (“QIBs”, and such portion, the “QIB Portion”) provided that our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with
the SEBI ICDR Regulations (“Anchor Investor Portion”), of which at least one-third shall be reserved for allocation to domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor
Investor Allocation Price. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares of face value of ₹ 10 each shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion
shall be available for allocation on a proportionate basis only to Mutual Funds and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors) including
Mutual Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the QIB Portion, the balance Equity Shares of face value of ₹ 10 each available for
allocation in the Mutual Fund Portion will be added to the remaining QIB Portion for proportionate allocation to QIBs. Further, not less than 15% of the Net Issue shall be available for allocation to Non-Institutional Bidders out of which (a)
one-third of such portion shall be reserved for applicants with application size of more than ₹200,000 and up to ₹1,000,000; and (b) two-third of such portion shall be reserved for applicants with application 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 Bidders and not less than 35% of the Net Issue shall be available for allocation to Retail
Individual Bidders (“RIBs”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. Further, Equity Shares of face value of ₹ 10 each will be allocated on a proportionate
basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Issue Price. All potential Bidders (except Anchor Investors) are required to mandatorily utilise the
Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank accounts (including UPI ID for UPI Bidders) (as defined hereinafter) in which the Bid amount will be blocked by the SCSBs or the
Sponsor Banks, as applicable, to participate in the Issue. Anchor Investors are not permitted to participate in the Anchor Investor Portion of the Issue through the ASBA process. For details, see “Issue Procedure” on page 516.
RISKS IN RELATION TO THE FIRST ISSUE
The face value of the Equity Shares is ₹10 each. This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The Floor Price, Cap Price and Issue Price (determined by our
Company, in consultation with the BRLMs in accordance with the SEBI ICDR Regulations and 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 169), should not be taken to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active or sustained trading in the Equity Shares of our Company, or
regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Investors are advised to read the risk factors
carefully before taking an investment decision in the Issue. For taking an investment decision, investors must rely on their own examination of our Company and the Issue, including the risks involved. The Equity Shares in the Issue have not
been recommended or approved by 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” on page 28.
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, once offered through the Red Herring Prospectus, are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from the BSE and the NSE for the listing of the Equity Shares
pursuant to letters dated [●] and [●], respectively. For the purposes of the Issue, the Designated Stock Exchange shall be [●]. A copy of the Red Herring Prospectus and the Prospectus shall be filed with the RoC in accordance with the
Companies Act, 2013. For further 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 559.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE
SBI Capital Markets Limited HDFC Bank Limited
MUFG Intime India Private Limited (Formerly Link Intime India Private
1501, 15th Floor, A & B Wing Investment Banking Group
Limited)
Parinee Crescenzo, BKC, Bandra (East), Unit no. 701, 702 and 702-A, 7th floor C-101, 1st Floor, 247 Park
Mumbai 400 051, Maharashtra, India Tower 2 and 3, One International Centre
L.B.S. Marg, Vikhroli West
Telephone: +91 22 4006 9807 Senapati Bapat Marg, Prabhadevi
Mumbai 400 083
E-mail: dhariwal.ipo@sbicaps.com Mumbai 400 013
Maharashtra, India
Investor Grievance ID: investor.relations@sbicaps.com Maharashtra, India
Telephone: + 91 810 811 4949
Website: www.sbicaps.com Telephone: +91 22 3395 8233
E-mail: dhariwalbuildtech.ipo@in.mpms.mufg.com
Contact person: Prashant Patankar / Krithika Shetty E-mail: dhariwal.ipo@hdfcbank.com
SEBI Registration No.: INM000003531 Investor Grievance ID: investor.redressal@hdfcbank.com
Investor Grievance ID: dhariwalbuildtech.ipo@in.mpms.mufg.com
Website: www.in.mpms.mufg.com
Website: www.hdfcbank.com
Contact person: Shanti Gopalkrishnan
Contact Person: Bharti Ranga/ Souradeep Ghosh
SEBI Registration Number: INM000011252
SEBI Registration No.: INR000004058
BID/ISSUE PROGRAMME
BID/ISSUE OPENS ON* [●] BID/ISSUE CLOSES ON**^ [●]
*Our Company may, in consultation with the BRLMs, consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/Issue Period shall be one Working Day prior to the Bid/Issue Opening
Date.
** Our Company may, in consultation with the BRLMs, 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.
^The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Issue Closing Date.(This page is intentionally left blank)TABLE OF CONTENTS
SECTION I – GENERAL...............................................................................................................................................1
DEFINITIONS AND ABBREVIATIONS.....................................................................................................................1
CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL INFORMATION AND
MARKET DATA...........................................................................................................................................................14
FORWARD LOOKING STATEMENTS ...................................................................................................................17
ISSUE DOCUMENT SUMMARY...............................................................................................................................19
SECTION II - RISK FACTORS ..................................................................................................................................28
SECTION III – INTRODUCTION..............................................................................................................................68
THE ISSUE ....................................................................................................................................................................68
SUMMARY OF FINANCIAL INFORMATION .......................................................................................................70
GENERAL INFORMATION.......................................................................................................................................76
CAPITAL STRUCTURE .............................................................................................................................................84
OBJECTS OF THE ISSUE ..........................................................................................................................................98
BASIS FOR ISSUE PRICE ........................................................................................................................................169
STATEMENT OF SPECIAL TAX BENEFITS .......................................................................................................186
SECTION IV – ABOUT OUR COMPANY ..............................................................................................................192
INDUSTRY OVERVIEW...........................................................................................................................................192
OUR BUSINESS..........................................................................................................................................................279
KEY REGULATIONS AND POLICIES ..................................................................................................................327
HISTORY AND CERTAIN CORPORATE MATTERS.........................................................................................336
OUR SUBSIDIARIES AND JOINT OPERATIONS ...............................................................................................340
OUR MANAGEMENT ...............................................................................................................................................346
OUR PROMOTERS AND PROMOTER GROUP ..................................................................................................367
DIVIDEND POLICY ..................................................................................................................................................373
SECTION V –FINANCIAL INFORMATION .........................................................................................................374
RESTATED CONSOLIDATED FINANCIAL STATEMENTS.............................................................................374
OTHER FINANCIAL INFORMATION ..................................................................................................................437
RELATED PARTY TRANSACTIONS ....................................................................................................................439
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.............................................................................................................................................................440
CAPITALISATION STATEMENT ..........................................................................................................................476
FINANCIAL INDEBTEDNESS.................................................................................................................................477
SECTION VI – LEGAL AND OTHER INFORMATION ......................................................................................480
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS .............................................................480
GOVERNMENT AND OTHER APPROVALS .......................................................................................................485
OUR GROUP COMPANY .........................................................................................................................................490
OTHER REGULATORY AND STATUTORY DISCLOSURES...........................................................................492
SECTION VII – ISSUE RELATED INFORMATION ............................................................................................504
TERMS OF THE ISSUE ............................................................................................................................................504
ISSUE STRUCTURE..................................................................................................................................................511
ISSUE PROCEDURE .................................................................................................................................................516
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES......................................................539
SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION
.......................................................................................................................................................................................541
SECTION IX – OTHER INFORMATION...............................................................................................................559
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION................................................................559
DECLARATION .........................................................................................................................................................561SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Draft Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise implies
or requires, or unless otherwise specified, shall have the meaning as assigned below. References to any legislation, act,
statutes, rules, regulations, guidelines, circulars, notifications, directions and policies will, unless the context otherwise
requires, be deemed to include all amendments, supplements, re-enactments, modifications and replacements notified
thereto, as of the date of this Draft Red Herring Prospectus, and any reference to a statutory provision shall include any
subordinate legislation made from time to time under that provision.
The words and expressions used in this Draft Red Herring Prospectus but not defined herein, shall have, to the extent
applicable, the meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SCRA, the
SEBI Act, the Depositories Act or the rules and regulations made thereunder. Further, the Issue related terms used but
not defined in this Draft Red Herring Prospectus shall have the meaning ascribed to such terms under the General
Information Document (as defined hereinafter). In case of any inconsistency between the definitions used in this Draft
Red Herring Prospectus and the definitions included in the General Information Document, the definitions used in this
Draft Red Herring Prospectus shall prevail.
Notwithstanding the foregoing, terms in “Objects of the Issue”, “Basis for Issue Price”, “Statement of Special Tax
Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”, “Financial
Information”, “Outstanding Litigation and Other Material Developments” and “Description of Equity Shares and Terms
of Articles of Association”, on pages 98, 169, 186, 192, 327, 336, 374, 480 and 541, respectively, will have the meaning
ascribed to such terms in those respective sections.
General Terms
Term Description
“our Company” or “the Company” Dhariwal Buildtech Limited, a company incorporated under the Companies Act, 2013 and
or “the Issuer” having its Registered and Corporate Office at DSS 72P, Sector – 15AP, Hisar – 125 001,
Haryana, India.
“we”, “us”, “our” or “Group” Unless the context otherwise indicates or implies, refers to our Company together with our
Subsidiaries on a consolidated basis, as at and during the Fiscals
Company related terms
Term Description
“Articles” or “Articles of The articles of association of our Company, as amended.
Association” or “AoA”
“Audit Committee” The audit committee of our Board constituted in accordance with the Companies Act, 2013, and
the SEBI Listing Regulations and as described in “Our Management–Committees of our Board–
Audit Committee” on page 354.
“Board” or “Board of Directors” The board of directors of our Company, as described in “Our Management” on page 346.
“Chairman and Managing Chairman and Managing Director of our Company, namely, Chet Ram Dhariwal.
Director”
“Chief Executive Officer” or The chief executive officer of our Company, being Aditya Dhariwal as described in “Our
“CEO” Management-Board of Directors” on page 346.
“Chief Financial Officer” or The chief financial officer of our Company, being Anil Kumar as described in “Our
“CFO” Management-Key Managerial Personnel” on page 363.
“Company Secretary and The company secretary and chief compliance officer of our Company, being Gaurav Batra, as
Compliance Officer” described in “Our Management-Key Managerial Personnel” on page 363.
“Corporate Social The corporate social responsibility committee of our Board constituted in accordance with the
Responsibility Committee” or Companies Act, 2013 as described in “Our Management- Committees of our Board – Corporate
“CSR Committee” Social Responsibility Committee” on page 359.
“Committee(s)” Duly constituted committee(s) of our Board of Directors
“CRISIL Intelligence” CRISIL Intelligence (formerly known as CRISIL Market Intelligence & Analytics)
“CRISIL Report” The report titled “Assessment of the Indian Roads Sector” dated September, 2025 prepared by
CRISIL Intelligence (formerly known as CRISIL Market Intelligence & Analytics).
“Director(s)” Director(s) on the board of our Company, as appointed from time to time.
“Equity Shares” Equity shares of face value of ₹ 10 of our Company.
“Group Company” Our Group Company as disclosed in section “Our Group Company” on page 492.
“Independent Chartered TATTVAM & Co., Chartered Accountants
Accountants” or “ICA”
“Independent Directors” Independent Directors appointed as per the Companies Act, 2013 and the SEBI Listing
Regulations as described in “Our Management-Board of Directors” on page 346.
“IPO Committee” The IPO committee of our Board constituted as described in “Our Management - Committees of
our Board - IPO Committee” on page 354.
“Joint Operations” The unincorporated joint operations of our Company, namely Dhariwal Evarscon (JV), Dhariwal
1Term Description
JK (JV) and Dhariwal - Bholeshankar (JV). For further details, see “Our Subsidiaries and Joint
Operations–Joint Operations” on page 344.
“KMP” or “Key Managerial Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR
Personnel” Regulations, which includes key managerial personnel in terms of the Companies Act, 2013, as
disclosed in “Our Management – Key Managerial Personnel and Senior Management” on page
363.
“Material Subsidiaries” Mahishi Bakaur Highways Private Limited and Chorma Bairgania Highways Private Limited
are the material subsidiaries of our Company. For further details, see “Our Subsidiaries and Joint
Operations” on page 340.
“Materiality Policy” The materiality policy of our Company adopted pursuant to a resolution of our Board dated
September 26, 2025 for the identification of (a) material outstanding litigation proceedings; (b)
group companies; and (c) material creditors of the Company, pursuant to the requirements of the
SEBI ICDR Regulations and for the purposes of disclosure in this Draft Red Herring Prospectus.
“Memorandum” or The memorandum of association of our Company, as amended.
“Memorandum of Association”
or “MoA”
“Nomination and Remuneration The nomination and remuneration committee of our Board constituted in accordance with the
Committee” Companies Act, 2013, the SEBI Listing Regulations, and as described in “Our Management –
Committees of our Board – Nomination and Remuneration Committee” on page 356.
“Promoters” The Promoters of our Company namely, Chet Ram Dhariwal, Aditya Dhariwal, Chet Ram
Dhariwal HUF, Saroj Dhariwal, Navita, Deepak Dhariwal and Mohinder Singh Dhariwal. For
further details, see “Our Promoters and Promoter Group” on page 367.
“Promoter Group” Such individuals and entities which constitute the promoter group of our Company pursuant to
Regulation 2(1)(pp) of the SEBI ICDR Regulations. For further details, see “Our Promoters and
Promoter Group” on page 367.
“Registered and Corporate The registered and corporate office of our Company situated at DSS 72P, Sector – 15AP, Hisar
Office” – 125 001, Haryana, India.
“Registrar of Companies” or Registrar of Companies, Delhi and Haryana at New Delhi.
“RoC”
“Restated Consolidated Restated consolidated financial statements of our Company and its Subsidiaries, for Fiscals 2025,
Financial Statements” 2024, and 2023, prepared in terms of the requirements of Section 26 of Part I of Chapter III of
the Companies Act, 2013, the SEBI ICDR Regulations and the Guidance Note on Reports in
Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India,
as amended from time to time, comprising the restated consolidated statements of assets and
liabilities for March 31, 2025, 2024 and 2023, the restated consolidated statements of profit and
loss (including other comprehensive income), the restated consolidated statements of cash flows,
the restated consolidated statements of changes in equity for the years ended March 31, 2025,
2024 and 2023 and the Summary of Material Accounting Policies and explanatory information.
“Risk Management Committee” The risk management committee of our Board constituted in accordance with the SEBI Listing
Regulations and as described in “Our Management – Committees of our Board – Risk
Management Committee” on page 360.
“Senior Management” Senior management of our Company in terms of Regulation 2(1)(bbbb) of the SEBI ICDR
Regulations, as described in “Our Management – Key Managerial Personnel and Senior
Management” on page 363.
“Shareholder(s)” The equity shareholders of our Company whose names are entered into (i) the register of
members of our Company; or (ii) the records of a depository as a beneficial owner of Equity
Shares.
“Stakeholders’ Relationship The stakeholders’ relationship committee of our Board constituted in accordance with the
Committee” Companies Act, 2013 and the SEBI Listing Regulations, and as described in, “Our Management
– Committees of our Board – Stakeholders’ Relationship Committee” on page 358.
“Statutory Auditors” or The current statutory auditors of our Company, being S.K. Singla & Associates, Chartered
“Auditors” Accountants.
“Subsidiary(ies)” The subsidiaries of our Company, namely Mahishi Bakaur Highways Private Limited, Chorma
Bairgania Highways Private Limited, Chandan Nagar Bareilly Highways Private Limited
(previously known as Bakaur Parsarma Highways Private Limited), Bengaluru Mysuru
Highways Private Limited, Dhariwal Bahadurganj Highways Private Limited, and Dhariwal
Chandan Nagar Highways Private Limited.
“Whole-time Director” The whole-time directors on our Board, as described in “Our Management” on page 346.
Issue Related Terms
Term Description
“Abridged Prospectus” 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 issued by 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 all the Bidders who have Bid in the Issue
after approval of the Basis of Allotment by the Designated Stock Exchange.
“Allotment”, “Allot” or Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Issue.
“Allotted”
2Term Description
“Allottee” A successful Bidder to whom the Equity Shares are Allotted.
“Anchor Investor(s)” A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with
the requirements specified in the SEBI ICDR Regulations and the Red Herring Prospectus who
has Bid or an amount of at least ₹100.00 million.
“Anchor Investor Allocation The price at which Equity Shares will be allocated to Anchor Investors during the Anchor
Price” Investor Bidding Date in terms of the Red Herring Prospectus and the Prospectus, which will be
decided by our Company in consultation with the BRLMs.
“Anchor Investor Application Form used by an Anchor Investor to Bid in the Anchor Investor Portion and which will be
Form” considered as an application for Allotment in terms of the Red Herring Prospectus and the
Prospectus.
“Anchor Investor Bidding Date” The day, being one Working Day prior to the Bid/Issue Opening Date, on which Bids by Anchor
Investors shall be submitted, prior to and after which the Book Running Lead Managers will not
accept any Bids from Anchor Investor, and allocation to Anchor Investors shall be completed.
“Anchor Investor Issue Price” The final price at which the Equity Shares will be issued and Allotted to Anchor Investors in
terms of the Red Herring Prospectus and the Prospectus, which price will be equal to or higher
than the Issue Price but not higher than the Cap Price. The Anchor Investor Issue Price will be
decided by our Company, in consultation with the BRLMs.
“Anchor Investor Pay-in Date” With respect to Anchor Investor(s), it shall be the Anchor Investor Bidding Date, and in the
event 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 Portion, which may be allocated by our Company, in consultation with
the BRLMs, to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR
Regulations, out of which one third shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price, in accordance with the SEBI ICDR Regulations.
“Applications Supported by An application, whether physical or electronic, used by ASBA Bidders to make a Bid and
Blocked Amount” or “ASBA” authorising an SCSB to block the Bid Amount in the relevant ASBA Account and will include
applications 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 and includes the account of a UPI Bidder linked to a UPI ID which is blocked upon
acceptance of a UPI Mandate Request made by the UPI Bidder to the extent of the Bid Amount
of the UPI Bidder.
“ASBA Bidder” All Bidders except Anchor Investors.
“ASBA Form” An application form, whether physical or electronic, used by ASBA Bidders, to submit Bids
through the ASBA process, 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(s), Refund Bank(s), Public Issue Account Bank(s) and
the Sponsor Bank(s).
“Basis of Allotment” The basis on which the Equity Shares will be Allotted to successful Bidders under the Issue, as
described in “Issue Procedure” on page 516.
“Bid(s)” Indication to make an offer during the Bid / Issue Period by an ASBA Bidder pursuant to
submission of the ASBA Form, or during the Anchor Investor Bid/ Issue Period by an Anchor
Investor, pursuant to submission of the Anchor Investor Application Form, to subscribe to or
purchase the Equity Shares at a price within the Price Band, including all revisions and
modifications thereto in accordance with the SEBI ICDR Regulations and in terms of the Red
Herring Prospectus and the relevant 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.
Eligible Employees Bidding in the Employee Reservation Portion can Bid at the Cut-off Price
and the Bid amount will be the Cap Price net of Employee Discount (if any), multiplied by the
number of Equity Shares Bid for by such Eligible Employee and mentioned in the Bid cum
Application Form.
“Bid cum Application Form” Anchor Investor Application Form or the ASBA Form, as the context requires.
“Bid Lot” [●] Equity Shares of face value of ₹10 each and in multiples of [●] Equity Shares of face value
of ₹10 each 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 daily national newspaper) and all editions of [●] (a
widely circulated Hindi national daily newspaper, Hindi being the regional language of Haryana,
where our Registered and Corporate Office is located).
In case of any revisions, the extended Bid / Issue Closing Date will be widely disseminated by
notification to the Stock Exchanges, by issuing a public notice, and also by indicating the change
on the website of the Book Running Lead Managers and at the terminals of the Syndicate
3Term Description
Members and by intimation to the Designated Intermediaries and the Sponsor Bank, 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.
Our Company, in consultation with the Book Running Lead Managers 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.
“Bid / Issue Opening Date” Except in relation to Bids received from the Anchor Investors, the date on which the Designated
Intermediaries shall start accepting Bids for the Issue, which shall also be notified in all editions
of [●] (a widely circulated English national daily newspaper), all editions of [●] (a widely
circulated Hindi national daily newspaper, Hindi being the regional language of Haryana, where
our Registered and Corporate Office is located).
“Bid / Issue Period” Except in relation to Anchor Investors, the period between the Bid / Issue Opening Date and the
Bid/ Issue Closing Date, inclusive of both days, during which prospective Bidders can submit
their Bids, including any revisions thereto, in accordance with the SEBI ICDR Regulations and
in terms of the Red Herring Prospectus. Provided that the Bidding shall be kept open for a
minimum of three Working Days for all categories of Bidders, other than Anchor Investors.
Our Company may, in consultation with the Book Running Lead Managers, 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. The Bid / Issue Period will comprise Working
Days only.
“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, includes an Anchor
Investor.
“Bidding Centres” Centres at which the Designated Intermediaries shall accept the ASBA Forms, i.e., 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” The book building process, as described in Part A, Schedule XIII of the SEBI ICDR Regulations,
in terms of which the Issue will be made.
“Book Running Lead The book running lead managers to the Issue, namely SBI Capital Markets Limited and HDFC
Managers” or “BRLMs” Bank Limited.
“Broker Centre” Broker centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA
Forms to a Registered Broker. The details of such Broker Centres, along with the names and the
contact details of the Registered Brokers are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com), and updated from time to time.
“CAN” or “Confirmation of The note or advice or intimation of allocation of the Equity Shares sent to Anchor Investors who
Allocation Note” have been allocated Equity Shares on / after the Anchor Investor Bidding Date.
“Cap Price” The higher end of the Price Band, i.e., ₹ [●] per Equity Share, above which the Issue Price and
the Anchor Investor Issue Price will not be finalised and above which no Bids will be accepted,
including any revisions thereof. The Cap Price shall be at least 105% of the Floor Price and less
than or equal to 120% of the Floor Price.
“Cash Escrow and Sponsor Agreement to be entered into and amongst our Company, the Registrar to the Issue, the Book
Bank Agreement” Running Lead Managers, the Syndicate Members, the Escrow Collection Bank(s), Public Issue
Bank(s), Sponsor Bank and Refund Bank(s) in accordance with UPI Circulars, for inter alia, the
appointment of the Banker(s) to the Issue for the collection of the Bid Amounts from Anchor
Investors, transfer of funds to the Public Issue Account(s) and where applicable, refunds of the
amounts collected from 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 and
Participant” or “CDP” who is eligible to procure Bids from relevant Bidders at the Designated CDP Locations in terms
of the SEBI RTA Master Circular, and the UPI Circulars issued by SEBI, as per the list available
on the websites of BSE and NSE, as updated from time to time.
“Cut-off Price” Issue Price, finalised by our Company in consultation with the BRLMs, which shall be any price
within the Price Band.
Only RIBs Bidding in the Retail Portion and Eligible Employees Bidding in the Employee
Reservation Portion are entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors)
and Non-Institutional Bidders are not entitled to Bid at the Cut-off Price.
“Demographic Details” Details of the Bidders including the Bidder’s address, name of the Bidder’s father / husband,
investor status, occupation and bank account details and UPI ID, where applicable.
“Designated Branches” or Such branches of the SCSBs which shall collect the ASBA Forms from relevant Bidders, a list
“Designated SCSB Branches” of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 or
at such other website as may be prescribed by SEBI from time to time.
“Designated CDP Locations” Such locations of the CDPs where Bidders (other than Anchor Investors) can submit the ASBA
Forms, a list of which, along with names and contact details of the Collecting Depository
Participants eligible to accept ASBA Forms are available on the websites of the respective Stock
Exchanges (www.bseindia.com and www.nseindia.com), as updated from time to time.
“Designated Date” The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account(s) to
4Term Description
the Public Issue Account(s) or the Refund Account(s), as the case may be, and/or the instructions
are issued to the SCSBs (in case of UPI Bidders, instruction issued through the Sponsor Bank)
for the transfer of amounts blocked by the SCSBs in the ASBA Accounts to the Public Issue
Account(s) or the Refund Account(s), 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 Equity Shares will be Allotted in the Issue.
“Designated Intermediaries” Collectively, the members of the Syndicate, sub-syndicate or agents, SCSBs (other than in
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 (not using the UPI mechanism) 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 Bidder, 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), Eligible Employees, Designated Intermediaries shall mean Syndicate, sub-
Syndicate/ agents, SCSBs, Registered Brokers, the CDPs and RTAs.
“Designated RTA Locations” Such locations of the RTAs where Bidders (other than Anchor Investors) can submit the ASBA
Forms to RTAs, a list of which, along with names and contact details of the RTAs eligible to
accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com), as updated from time to time.
“Designated Stock Exchange” [●]
“Draft Red Herring Prospectus” This draft red herring prospectus dated September 27, 2025, filed with SEBI and Stock
or “DRHP” Exchanges and issued in accordance with the SEBI ICDR Regulations, which does not contain
complete particulars of the Issue, including the price at which the Equity Shares are issued and
the size of the Issue, and includes any addenda or corrigenda thereto.
“Eligible Employee(s)” All or any of the following: (a) a permanent employee of our Company or our Subsidiaries,
present in India or outside India (excluding such employees who are not eligible to invest in the
Issue under applicable laws) as of the date of the Red Herring Prospectus with the RoC and who
continues to be a permanent employee of our Company or our Subsidiaries, as the case may be,
until the submission of the Bid cum Application Form; (b) a Director of our Company, whether
whole time or not, who is eligible to apply under the Employee Reservation Portion under
applicable law as on the date of filing of the Red Herring Prospectus with the RoC and who
continues to be a Director of our Company, until the submission of the Bid cum Application
Form, but not including Promoters, persons belonging to the Promoter Group and Directors who
either themselves or through their relatives or through any body corporate, directly or indirectly,
hold more than 10% of the outstanding Equity Shares of our Company.
The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee
shall not exceed ₹ 500,000 (net of Employee Discount, if any). However, the initial Allotment
to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 200,000 (net
of Employee Discount, if any). Only in the event of under-subscription in the Employee
Reservation Portion, the unsubscribed portion will be available for allocation and Allotment,
proportionately to all Eligible Employees who have Bid in excess of ₹ 200,000 (net of Employee
Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee
not exceeding ₹ 500,000 (net of Employee Discount, if any).
“Eligible FPIs” FPIs from such jurisdictions outside India where it is not unlawful to make an offer / invitation
under the Issue and in relation to whom the Bid cum Application Form and the Red Herring
Prospectus constitutes an invitation to purchase the Equity Shares offered thereby.
“Eligible NRIs” NRI(s) eligible to invest under the relevant provisions of the FEM 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.
“Employee Discount” Our Company, in consultation with the BRLMs, may offer a discount of up to [●]% of the Issue
Price (equivalent to ₹[●] per Equity Share) to Eligible Employee(s) Bidding in the Employee
Reservation Portion, subject to necessary approvals, as may be required, and which shall be
announced at least two Working Days prior to the Bid / Issue Opening Date.
“Employee Reservation In accordance with and subject to Regulation 33 of the SEBI ICDR Regulations, the portion of
Portion” the Issue being up to [●] Equity Shares of face value of ₹10 each, aggregating up to ₹ [●] million
available for allocation to Eligible Employees, on a proportionate basis.
“Escrow Account(s)” The ‘no-lien’ and ‘non-interest bearing’ account(s) opened with the Escrow Collection Bank(s)
and in whose favour Anchor Investors will transfer money through direct credit / NEFT / RTGS
/ NACH in respect of Bid Amounts when submitting a Bid.
“Escrow Collection Bank(s)” The banks which are clearing members and registered with SEBI as bankers to an issue under
the BTI Regulations, and with whom the Escrow Account(s) will be opened, in this case being
[●].
5Term Description
“First Bidder” or “Sole 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 shall also appear as the first holder of the beneficiary
account held in joint names.
“Floor Price” The lower end of the Price Band, i.e., ₹ [●] subject to any revision(s) thereto, at or above which
the Issue Price and the Anchor Investor Issue Price will be finalized and below which no Bids,
will be accepted and which shall not be less than the face value of the Equity Shares.
“Fraudulent Borrower” A fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations.
“Fugitive Economic Offender” An individual who is declared a fugitive economic offender under Section 12 of the Fugitive
Economic Offenders Act, 2018.
“General Information The General Information Document for investing in public offers, prepared and issued by SEBI,
Document” or “GID” in accordance with the SEBI circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17,
2020 and the UPI Circulars, as amended from time to time. The General Information Document
shall be available on the websites of the Stock Exchanges and Book Running Lead Managers.
“HDFC” HDFC Bank Limited
“Issue” Fresh issue of up to [●] Equity Shares aggregating up to ₹ 9,500.00* million by our Company.
*Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to
filing of the Red Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price
to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is
completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh
Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if
undertaken, shall not exceed ₹ 1,900.00 million, i.e.,20% of the size of the Fresh Issue. Prior to
the completion of the Issue, our Company shall appropriately intimate the subscribers to the
Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no
guarantee that our Company may proceed with the Issue or the Issue may be successful and will
result into listing of the Equity Shares on the Stock Exchanges. Our Company shall report any
Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part
or in entirety). Further, relevant disclosures in relation to such intimation to the subscribers to
the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of
the Red Herring Prospectus and the Prospectus.
“Issue Agreement” The agreement dated September 27, 2025 entered amongst our Company and the Book Running
Lead Managers, pursuant to the SEBI ICDR Regulations, based on which certain arrangements
are agreed to in relation to the Issue.
“Issue Price” ₹ [●] per Equity Share, being the final price within the Price Band at which the Equity Shares
will be Allotted to successful Bidders other than Anchor Investors. Equity Shares will be
Allotted to Anchor Investors at the Anchor Investor Issue Price in terms of the Red Herring
Prospectus. The Issue Price will be decided by our Company, in consultation with the Book
Running Lead Managers, in accordance with the Book Building Process on the Pricing Date and
in terms of the Red Herring Prospectus.
A discount of up to [●]% on the Issue Price (equivalent of ₹ [●] per Equity Share) may be offered
to Eligible Employees Bidding in the Employee Reservation Portion. The Employee Discount
if any, will be decided by our Company, in consultation with the Book Running Lead Managers
“Issue Proceeds” The proceeds of the Issue which shall be available to our Company.
“Monitoring Agency Agreement to be entered into between our Company and the Monitoring Agency.
Agreement”
“Monitoring Agency” Monitoring agency appointed pursuant to the Monitoring Agency Agreement, namely [●].
“Mutual Fund Portion” Up to 5% of the Net QIB Portion, or [●] Equity Shares of face value of ₹ 10 each, 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.
“Mutual Fund” Mutual funds registered with SEBI under the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996.
“Net Issue” The Issue less the Employee Reservation Portion.
“Net Proceeds” The gross proceeds less our Company’s share of the Issue-related expenses applicable to the
Issue. For details about use of the Net Proceeds and the Issue related expenses, see “Objects of
the Issue” on page 98.
“Net QIB Portion” QIB Portion, less the number of Equity Shares Allotted to the Anchor Investors.
“Non-Institutional Investors” or All Bidders that are not QIBs (including Anchor Investors) or Retail Individual Bidders, or the
“NII(s)” or “Non-Institutional Eligible Employees Bidding in the Employee Reservation Portion, who have Bid for Equity
Bidders” or “NIB(s)” Shares for an amount of more than ₹200,000 (but not including NRIs other than Eligible NRIs).
“Non-Institutional Portion” The portion of the Net Issue being not less than 15% of the Net Issue, consisting of [●] Equity
Shares of face value of ₹10 each, which shall be available for allocation to Non-Institutional
Bidders on a proportionate basis, subject to valid Bids being received at or above the Issue Price,
subject to the following and in accordance with the SEBI ICDR Regulations:
(i) one-third of the portion available to Non-Institutional Bidders shall be reserved for applicants
with an application size of more than ₹ 200,000 and up to ₹ 1,000,000; and
(ii) two-third of the portion available to Non-Institutional Bidders shall be reserved for
applicants with application size of more than ₹ 1,000,000.
6Term Description
Provided that the unsubscribed portion in either of the sub-categories specified in (i) and (ii)
above may be allocated to applicants in the other sub-category of Non-Institutional Bidders.
“Non-Resident” or “NRI” A person resident outside India, as defined under FEMA.
“Pre-IPO Placement” A further issue of Equity Shares through a private placement, preferential offer or any other
method as may be permitted under applicable law to any person(s), aggregating up to ₹ 1,900.00
million, at the discretion of our Company. Our Company, in consultation with the BRLMs, may
consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus. The Pre-IPO
Placement, if undertaken, will be at a price to be decided by our Company, in consultation with
the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO
Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the
SCRR. The Pre-IPO Placement, if undertaken, shall not exceed ₹ 1,900.00 million, i.e., 20% of
the size of the Fresh Issue. Our Company shall report any Pre-IPO Placement to the Stock
Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety). Prior to the
completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-
IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee
that our Company may proceed with the Issue or the Issue may be successful and will result into
listing of the Equity Shares on the Stock Exchanges.
“Price Band” Price band of a minimum price of ₹ [●] per Equity Share (“Floor Price”) and the maximum
Price of ₹ [●] per Equity Share (“Cap Price”) and includes revisions thereof, if any. The Cap
Price shall be at least 105% of the Floor Price.
The Price Band and the minimum Bid Lot for the Issue will be decided by our Company, in
consultation with the Book Running Lead Managers, 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, Hindi being the regional language of Haryana, where our
Registered and Corporate 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 Exchange for the purpose of uploading on their
respective websites.
“Pricing Date” The date on which our Company, in consultation with the Book Running Lead Managers, will
finalise the Issue Price.
“Prospectus” The prospectus to be filed with the RoC, in accordance with the Companies Act, 2013 and the
SEBI ICDR Regulations containing, amongst other things, the Issue Price that is determined at
the end of the Book Building Process, the size of the Issue and certain other information,
including any addenda or corrigenda thereto.
“Public Issue Account Bank(s)” The banks which are clearing members and registered with SEBI under the BTI Regulations,
with whom the Public Issue Account(s) will be opened, in this case being [●].
“Public Issue Account(s)” The ‘no-lien’ and ‘non-interest bearing’ account(s) to be opened in accordance with Section
40(3) of the Companies Act, 2013, with the Public Issue Account Bank(s) to receive money
from the Escrow Account(s) and from the ASBA Accounts on the Designated Date.
“Qualified Institutional Buyers” A qualified institutional buyer, as defined under Regulation 2(1)(ss) of the SEBI ICDR
or “QIBs” Regulations.
“QIB Portion” The portion of the Net Issue (including the Anchor Investor Portion) being not more than 50%
of the Net Issue, consisting of [●] Equity Shares of face value of ₹10 each which shall be Allotted
to QIBs, including the Anchor Investors on a proportionate basis, including the Anchor Investor
Portion (which allocation shall be on a discretionary basis, as determined by our Company, in
consultation with the Book Running Lead Managers up to a limit of 60% of the QIB Portion)
subject to valid Bids being received at or above the Issue Price or Anchor Investor Issue Price
(for Anchor Investors), as applicable.
“Red Herring Prospectus” or The red herring prospectus to be issued by our Company in accordance with Section 32 of the
“RHP” Companies Act, 2013 and the provisions of SEBI ICDR Regulations, which will not have
complete particulars of the price at which the Equity Shares will be offered 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 on or after the Pricing Date.
“Refund Account(s)” The ‘no-lien’ and ‘non-interest bearing’ account to be 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 banks which are clearing members and registered with SEBI as bankers to an issue under
the BTI Regulations with whom the Refund Account(s) will be opened, in this case being [●].
“Registered Broker” Stock brokers registered with the stock exchanges having nationwide terminals other than the
members of the Syndicate, and eligible to procure Bids in terms of the circular No.
CIR/CFD/14/2012 dated October 4, 2012 and the UPI Circulars issued by SEBI.
“Registrar Agreement” The agreement dated September 27, 2025, entered into 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 and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the
Agents” or “RTAs” Designated RTA Locations as per the lists available on the website of BSE and NSE, and the
UPI Circulars.
“Registrar” or “Registrar to the MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
Issue”
7Term Description
“Retail Individual Bidders” or Individual Bidders (including HUFs applying through their karta and Eligible NRIs and does
“RIB(s)” or “Retail Individual not include NRIs other than Eligible NRIs) who have Bid for the Equity Shares for an amount
Investors” or “RII(s)” not more than ₹200,000 in any of the Bidding options in the Net Issue.
“Retail Portion” The portion of the Net Issue being not less than 35% of the Net Issue consisting of [●] Equity
Shares of face value of ₹10 each which shall be available for allocation to Retail Individual
Bidders in accordance with the SEBI ICDR Regulations, which shall not be less than the
minimum Bid Lot, subject to valid Bids being received at or above the Issue Price.
“Revision Form” Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any
of their ASBA Form(s) or any previous Revision Form(s), as applicable.
QIB Bidders and Non-Institutional Bidders are not allowed to withdraw or lower their Bids (in
terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders
Bidding in the Retail Portion, Eligible Employees Bidding in the Employee Reservation Portion
can revise their Bids during the Bid / Issue Period and withdraw their Bids until Bid / Issue
Closing Date.
“SBICaps” SBI Capital Markets Limited.
“SCORES” SEBI Complaints Redress System.
“Self-Certified Syndicate The banks registered with SEBI, offering services: (a) in relation to ASBA (other than using the
Bank(s)” or “SCSB(s)” 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.
Applications through UPI in the Issue can be made only through the SCSBs mobile applications
(apps) whose name appears on the SEBI website (A list of SCSBs and mobile application, which,
are live for applying in public issues using UPI Mechanism is available on the website of SEBI
at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43,
as updated from time to time.
“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 Banks” The Bankers to the Issue registered with SEBI which are appointed by our Company to act as
conduit between the Stock Exchanges and the National Payments Corporation of India in order
to push the mandate collect requests and / or payment instructions of the UPI Bidders into the
UPI Mechanism and carry out any other responsibilities in terms of the UPI Circulars, the
Sponsor Banks in this case being [●] and [●].
“Stock Exchange(s)” Collectively, BSE Limited and National Stock Exchange of India Limited.
“Syndicate Agreement” Agreement to be entered into among our Company, the Book Running Lead Managers, and the
Syndicate Members in relation to collection of Bid cum Application Forms by the Syndicate.
“Syndicate Members” Intermediaries (other than Book Running Lead Managers) registered with SEBI who are
permitted to accept bids, application and place orders with respect to the Issue and carry out
activities as an underwriter namely, [●].
“Syndicate” or “members of the Together, the Book Running Lead Managers and the Syndicate Members.
Syndicate”
“Systemically Important Non- Systemically important non-banking financial company as defined under Regulation 2(1)(iii) of
Banking Financial Company” or the SEBI ICDR Regulations.
“NBFC-SI”
“Underwriters” [●]
“Underwriting Agreement” The agreement to be entered into amongst the Underwriters and our Company on or after the
Pricing Date, but prior to filing of the Prospectus.
“UPI” Unified Payments Interface, which is an instant payment mechanism developed by NPCI.
“UPI Bidders” Collectively, individual Bidders applying as Retail Individual Bidders in the Retail Portion, and
individual Bidders applying as Non-Institutional Bidders with a Bid Amount of up to ₹ 500,000
in the Non-Institutional Portion by using the UPI Mechanism.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, 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 number. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 and
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, along with the circular issued by the
NSE having reference no. 23/2022 dated July 22, 2022, and having reference number 25/2022
dated August 3, 2022 and the circular issued by BSE Limited having reference no. 20220702-
8Term Description
30 dated July 22, 2022, and having reference no. 20220803-40 dated August 3, 2022, SEBI
master circular number SEBI/HO/CFD/PoD1/P/CIR/2024/0154 dated November 11, 2024,
SEBI RTA Master Circular (to the extent that such circulars pertain to the UPI Mechanism) and
any subsequent circulars or notifications issued by the SEBI or the Stock Exchanges in this
regard.
“UPI ID” ID created on UPI for single-window mobile payment system developed by the NPCI.
“UPI Mandate Request” A request (intimating the UPI Bidder by way of a notification on the UPI application and by
way of a SMS directing the UPI Bidder to such UPI application) to the UPI Bidder initiated by
the Sponsor Bank(s) to authorize blocking of funds in the relevant ASBA Account through the
UPI application equivalent to Bid Amount and subsequent debit of funds in case of Allotment.
In accordance with the applicable UPI Circulars, UPI Bidders, Bidding may apply through the
SCSBs and mobile applications, whose names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40)
and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43)
respectively, as updated from time to time.
“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” Password to authenticate UPI transaction.
“Wilful Defaulter” A 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, “Working Day” shall
mean all days except Saturday, Sunday and public holidays on which commercial banks in
Mumbai are open for business and (c) the time period between the Bid / Issue Closing Date and
the listing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all trading
days of Stock Exchanges, excluding Sundays and bank holidays in India, as per the circular
issued by SEBI from time to time.
Definitions for the Key Performance Indicators
Term Description
Order Book Order Book represents the estimated contract value of the unexecuted portion of existing assigned EPC
contracts and is an indicator of visibility of future revenue for our Company.
HAM Order Book HAM order Book means an unexecuted portion of a captive order where an EPC contract is entered
into by project SPVs.
Book to Bill Ratio Book-to-Bill Ratio is calculated as the Order Book at a particular period divided by the Revenue from
operations for that period.
Employee Count Employee count shows Employees strength of our Company.
EBITDA EBITDA is calculated as Restated profit before exceptional items and tax minus Other Income plus
Finance Costs, Depreciation and amortisation expense.
EBITDA Margin (%) EBITDA Margin (%) is the percentage of EBITDA divided by Revenue from Operations.
PAT Margin (%) PAT Margin (%) is calculated as Restated profit (after tax) for the period/year as a % of Revenue from
Operations.
Cash Profit Margin (%) Cash Profit is calculated as PAT plus depreciation/amortization expense. Cash Profit Margin is
calculated as Cash Profit as a % of Total Income.
Net Worth (Total Equity) 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 restated consolidated balance sheet, but does not
include reserves created out of revaluation of assets, write-back of depreciation and amalgamation in
accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations, as amended. It includes non-
controlling interest.
Total Debt Total Debt is computed as Non-Current Borrowings plus Current Borrowings.
Net Debt Net Debt has been defined as Total Debt minus cash and cash equivalents, bank balances other than
cash and cash equivalents (including bank balances in margin money and DSRA Account).
Net Debt to EBITDA Calculated as Net Debt divided by EBITDA.
Total Debt to Equity Calculated as Total Debt divided by Total Equity.
Net Working Capital (in days) Net Working Capital (in days) is calculated as (Inventory Day + Debtor's Day - Payable day)
While calculating Net working capital inventory days, debtor days and payable days following
formula is used
(i) Inventory days = 365/Inventory Turnover ratio ((Raw material consumed + Construction
costs)/Average inventory);
(ii) Debtor Days =365/Debtors Turnover ratio (Revenue from Operations/Average Debtors); and
(iii) Payable days =365/Payable Turnover ratio ((Raw material consumed + Construction
costs)/Average payables)
Gross Block Gross Block is calculated as gross value of property, plant and equipment i.e. before depreciation
Return on Equity (RoE) (%) ROE is calculated as PAT as a % of Total Equity at the end of respective reporting period.
9Term Description
Return on Capital Employed ROCE is calculated as EBIT as a % of Capital employed wherein capital employed refers to net worth
(RoCE) (%) plus total debt at the end of the respective reporting period and EBIT represents the operating profit of
a company before deducting finance cost and Tax expenses.
Technical/Industry Related Terms or Abbreviations
Term Description
“BoQ” Bill of Quantities
“BRO” Border Roads Organization
“CAGR” Compound annual growth rate
“CFO” Cash flow from operations
“DSRA Account” Debt Service Reserve Account
“EPC” Engineering, procurement and construction
“Early Completion Bonus” A bonus in relation to a project received upon completion prior to the scheduled completion
“GDP” Gross domestic product
“GVA” Gross value added
“HAM” Hybrid Annuity Model
“NAV” Net asset value
“NHAI” National Highways Authority of India
“NHDL” National Highways Double Lane
“NHIDCL” National Highways & Infrastructure Development Corporation Limited
“NIP” National Infrastructure Pipeline
“PBG” Performance bank guarantee
“PMGSY” Pradhan Mantri Gram Sadak Yojana
“PMT” Project management team
“PWD” Public works departments
“RFP” Request for proposal
“ROB” Railways over bridges
“RSRDC” Rajasthan State Road Development Corporation
Conventional and General Terms or Abbreviations
Term Description
“₹” or “Rs.” Or Indian Rupees, the official currency of the Republic of India
“Rupees” or “INR”
“Aadhaar ID” A 12-digit unique identity number issued by the Unique Identification Authority of India to residents of
India.
“AGM” Annual general meeting
“AIF Regulations” Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
“AIFs” Alternative investment funds as defined in and registered under the AIF Regulations
“Air Act” Air (Prevention and Control of Pollution) Act, 1981
“AML” Anti-Money Laundering
“AS” Accounting standards issued by the Institute of Chartered Accountants of India, as notified from time
to time
“A.Y.” Assessment Year
“BSE” BSE Limited
“Banking Regulation Banking Regulation Act, 1949
Act”
“BTI Regulations” Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
“CAGR” Compounded Annual Growth Rate
“Calendar Year” or Unless the context otherwise requires, shall refer to the twelve-month period ending December 31
“year”
“Category I AIF” AIFs who are registered as “Category I 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 AIF” AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF Regulations
“Category II FPIs” FPIs who are registered as “Category II Foreign Portfolio Investors” under the SEBI FPI Regulations
“Category III AIF” AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulations
“CDSL” Central Depository Services (India) Limited
“CIBIL” Credit Information Bureau (India) Limited
“CIN” Corporate Identity Number
“Companies Act, 2013” Companies Act, 2013, along with the relevant rules, regulations, clarifications, circulars and
or “Companies Act” notifications issued thereunder, as amended to the extent currently in force
“Consumer Protection Consumer Protection Act, 2019
Act”
“Competition Act” The Competition Act, 2002
“CSR” Corporate social responsibility
“Depositories Act” Depositories Act, 1996
10Term Description
“Depository” or NSDL and CDSL
“Depositories”
“DIN” Director Identification Number
“DP ID” Depository Participant’s Identification Number
“DP” or “Depository A depository participant as defined under the Depositories Act
Participant”
“DPIIT” Department of Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, GoI
“EBITDA” Earnings before interest, tax, depreciation and amortisation
“EBITDA Margin” EBITDA Margin is calculated as EBITDA divided by Total Income.
“EPS” Earnings per share
“EGM” Extraordinary general meeting
“FCNR” Foreign currency non-resident
“FDI Policy” or The consolidated FDI policy, effective from October 15, 2020, issued by the Department for Promotion
“Consolidated FDI of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India (earlier known
Policy” as the Department of Industrial Policy and Promotion).
“FDI” Foreign direct investment.
“FEM Regulations” Foreign Exchange Management (Transfer or Issue of Security by a Person Resident outside India)
Regulations, 2017.
“FEM Rules” Foreign Exchange Management (Non-debt Instruments) Rules, 2019.
“FEMA” Foreign Exchange Management Act, 1999, including the rules and regulations thereunder.
“Financial Year”, Period of twelve months commencing on April 1 of the immediately preceding calendar year and ending
“Fiscal”, “Fiscal Year”, on March 31 of that particular year, unless stated otherwise.
“FY” or “F.Y.”
“FIR” First information report.
“FPI Regulations” Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019.
“FPI(s)” Foreign Portfolio Investor, as defined under the FPI Regulations.
“FVCI Regulations” Securities and Exchange Board of India (Foreign Venture Capital Investor) Regulations, 2000.
“FVCI” Foreign venture capital investors, as defined and registered with SEBI under the FVCI Regulations.
“GAAP” Generally accepted accounting principles.
“GDP” Gross domestic product.
“GoI” or “Government” Government of India.
or “Central
Government”
“GST” Goods and services tax.
“Guidance Note” Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India, as amended from time to time.
“HUF” Hindu undivided family.
“IAS Rules” Companies (Indian Accounting Standards) Rules, 2015, as amended.
“ICAI” The Institute of Chartered Accountants of India.
“ICSI” The Institute of Company Secretaries of India.
“IFRS” International Financial Reporting Standards of the International Accounting Standards Board.
“Ind AS” Indian Accounting Standards
“India” Republic of India.
“Indian GAAP” India’s generally accepted accounting principles
“Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015.
Regulations”
“Insurance Act” The Insurance Act, 1938
“IPC” The Indian Penal Code, 1860
“IPO” Initial Public Offer
“IPR” Intellectual property rights.
“IRDAI Investment Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016.
Regulations”
“IRS” U.S. Internal Revenue Service.
“IST” Indian Standard Time.
“IT Act” The Income Tax Act, 1961.
“IT” Information Technology.
“Listing Agreement” The equity listing agreement to be entered into by our Company with each of the Stock Exchanges.
“LLC” Limited liability company.
“MCA” Ministry of Corporate Affairs, Government of India.
“MCLR” Marginal Cost of Funds based Lending Rate.
“Mn” or “mn” Million.
“N.A.” Not applicable.
“N.I. Act” The Negotiable Instruments Act, 1881.
“NAV” Net asset value.
“Net Asset Value Per Restated net worth at the end of the year/weighted number of equity shares outstanding at the end of the
Equity Share” year.
“NBFC” Non-Banking Financial Company.
“Net Profit” Net Profit after tax for the relevant fiscal year/half year as stated by the company.
“NECS” National electronic clearing service.
11Term Description
“NEFT” National electronic fund transfer.
“NGO” Non-Governmental Organizations.
“NPCI” National Payments Corporation of India
“NRE” Non-resident external.
“NRI” or “Non-Resident Non-Resident Indian as defined under the FEM Regulations.
Indian”
“NRO Account” Non-resident ordinary account established in accordance with the Foreign Exchange Management
(Deposit) Regulations, 2016.
“NRO” Non-resident ordinary.
“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 extent of at
Corporate Body” least 60% by NRIs including overseas trusts in which not less than 60% of the beneficial interest is
irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date was eligible to undertake transactions pursuant to the general permission
granted to OCBs under the FEMA. OCBs are not allowed to invest in the Issue.
“ODI” Offshore derivative instruments.
“P/E Ratio” Price / earnings ratio.
“PAT Margin” PAT Margin calculated as restated profit for the year/period divided by Total Income.
“PAN” Permanent account number allotted under the Income Tax Act, 1961.
“Patents Act” The Patents Act, 1970.
“PLI Rules” The Public Liability Insurance Act, 1991 (the “PLI Act”) & the Public Liability Insurance Rules, 1991.
“Profit/(Loss) for the Profit for the year/period means the profit for the year/period as appearing in the Restated Consolidated
year/period” Financial Statements.
“R&D as % of Total R&D as % of Total Income is calculated as R&D expense divided by Total Income.
Income”
“RBI” Reserve Bank of India.
“RBI Act” Reserve Bank of India Act, 1934.
“Regulation S” Regulation S under the U.S. Securities Act.
“Return on Capital Return on Capital Employed (%) is calculated as restated profit before tax for the year plus finance cost
Employed (%)” divided by Capital Employed. Capital Employed is calculated as the sum of Total Equity, Current
Borrowings & Non-Current Borrowing, Deferred Tax Liabilities and as reduced by Intangible Assets,
Intangible Assets under Development, Goodwill and Deferred Tax Assets.
“RONW” Return on Net Worth.
“RTGS” Real time gross settlement.
“SCRA” Securities Contracts (Regulation) Act, 1956.
“SCRR” Securities Contracts (Regulation) Rules, 1957.
“SEBI Act” Securities and Exchange Board of India Act, 1992.
“SEBI ICDR Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
Regulations” 2018.
“SEBI ICDR Master SEBI master circular bearing reference number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154 dated
Circular” November 11, 2024.
“SEBI Listing Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations” Regulations, 2015.
“SEBI Master Circular” SEBI master circular bearing reference number SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June
21, 2023.
“SEBI RTA Master SEBI master circular with circular no. SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23,
Circular” 2025.
“SEBI Merchant Securities and Exchange Board of India (Merchant Bankers) Regulations, 1999.
Bankers Regulations”
“SEBI” Securities and Exchange Board of India constituted under the SEBI Act.
“SICA” The erstwhile Sick Industrial Companies (Special Provisions) Act, 1985.
“State Government” Government of a State of India.
“Takeover Regulations” Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011.
“Total Income” Total Income means Revenue from sale of goods, research services including other operating revenue
and other income.
“Trademarks Act” The Trade Marks Act, 1999.
“UN” United Nations.
“U.S. GAAP” Generally Accepted Accounting Principles in the United States of America.
“U.S. Securities Act” United States Securities Act of 1933, as amended.
“U.S.A” / “U.S.” / The United States of America and its territories and possessions, including any state of the United States
“United States” / “US” of America, Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, Wake Island and the
Northern Mariana Islands and the District of Columbia.
“USD” or “US$” United States Dollars.
“VAT” Value added tax.
“VCFs” Venture capital funds as defined in and registered with the SEBI under the Securities and Exchange
Board of India (Venture Capital Fund) Regulations, 1996 or the Securities and Exchange Board of India
(Alternative Investment Funds) Regulations, 2012, as the case may be.
12Term Description
“Water Act” Water (Prevention and Control of Pollution) Act, 1974.
13CERTAIN CONVENTIONS, CURRENCY OF PRESENTATION, USE OF FINANCIAL INFORMATION AND
MARKET DATA
Certain Conventions
All references to “India” in this Draft Red Herring Prospectus are to the Republic of India and its territories and possession and
all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government” are
to the Government of India, central or state, as applicable.
Unless otherwise specified or the context otherwise requires, all references to:
• “Rupees” or “INR” or “Rs.” or “₹” are to the Indian Rupee, the official currency of the Republic of India; and
• ‘US$’, ‘USD’, ‘$’ and ‘U.S. dollars’ are to the legal currency of the United States Dollar.
Unless stated otherwise, all references to page numbers in this Draft Red Herring Prospectus are to the page numbers of this
Draft Red Herring Prospectus.
Financial Data
Unless stated otherwise or the context otherwise requires or indicates, the financial information, financial ratios and any
percentage amounts, as set forth in “Risk Factors”, “Our Business”, “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 28, 279 and 440, respectively, and elsewhere in this Draft Red Herring
Prospectus have been derived from our Restated Consolidated Financial Statements.
Restated consolidated financial statements of our Company and its Subsidiaries, for Fiscals 2025, 2024, and 2023, prepared in
terms of the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013, the SEBI ICDR Regulations and
the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of
India, as amended from time to time, comprising the restated consolidated statements of assets and liabilities for March 31,
2025, 2024 and 2023, the restated consolidated statements of profit and loss (including other comprehensive income), the
restated consolidated statements of cash flows, the restated consolidated statements of changes in equity for the years ended
March 31, 2025, 2024 and 2023 and the Summary of Material Accounting Policies and explanatory information (collectively,
“Restated Consolidated Financial Statements”). For further information on our Company’s financial information, see
“Financial Information” on page 374.
Unless indicated otherwise, all references to a year in this Draft Red Herring Prospectus are to a calendar year. Our Company’s
financial year commences on April 1 and ends on March 31 of the next calendar year. Accordingly, all references to a particular
financial year or fiscal, unless stated otherwise, are to the 12 month period ended on March 31 of that calendar year. Reference
in this Draft Red Herring Prospectus to the terms Fiscal or Fiscal Year or Financial Year is to the 12 months ended on March
31 of such year, unless otherwise specified.
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 and SEBI ICDR Regulations. Any reliance by persons not familiar with the aforementioned policies and laws
on the financial disclosures presented in this Draft Red Herring Prospectus should be limited. There are significant differences
between Ind AS, U.S. GAAP and IFRS. Our Company does not provide a reconciliation of its financial statements with Ind
AS, IFRS or U.S. GAAP requirements. Our Company has not attempted to explain those differences or quantify their impact
on the financial data included in this Draft Red Herring Prospectus and it is urged that you consult your own advisors regarding
such differences and their impact on our financial data.
For further details in connection with risks involving differences between Ind AS and other accounting principles, see “Risk
Factors – Certain Non-GAAP financial measures and other statistical information relating to our operations and financial
performance have been included in this Draft Red Herring Prospectus. These Non-GAAP financial measures are not measures
of operating performance or liquidity defined by Ind AS and may not be comparable with those presented by other companies.”
on page 28.
Unless the context otherwise requires or indicates, any percentage or amounts (excluding certain operational metrics), with
respect to financial information of our Company, as set forth in “Risk Factors”, “Our Business”, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations” on pages 28, 279 and 440, respectively, and elsewhere in this
Draft Red Herring Prospectus have been calculated on the basis of figures derived from the Restated Consolidated Financial
Statements.
In this Draft Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are
due to rounding off. Except as otherwise stated, all figures derived from our Restated Consolidated Financial Statements in
decimals have been rounded off to the second decimal and all the percentage figures have been rounded off to one decimal
place. In certain instances, (i) the sum or percentage change of such numbers may not conform exactly to the total figure given;
14and (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. Further, any figures sourced from third-party industry sources may be rounded off to other than two decimal
points to conform to their respective sources.
Non-Generally Accepted Accounting Principles Financial Measures (“Non-GAAP Measures”)
In evaluating our business, we consider and use non-GAAP financial measures and key performance indicators, including such
as, EBITDA, EBITDA Margin, PAT, PAT Margin, Net Debt to EBITDA ratio, Total Debt to Equity ratio, etc. which have
been included in this Draft Red Herring Prospectus. The presentation of these Non-GAAP Measures and key performance
indicators is not intended to be considered in isolation or as a substitute for the financial information prepared and presented in
accordance with Ind AS. We present these Non-GAAP Measures and key performance indicators because they are used by our
management to evaluate our operating performance and formulate business plans.
These Non-GAAP Measures are not defined under Ind AS and are not presented in accordance with Ind AS. Non-GAAP
Measures and key performance indicators have limitations as analytical tools. Further, these Non-GAAP Measures and key
performance indicators may differ from the similar information used by other companies, including peer companies, and
therefore their comparability may be limited. Therefore, these metrics should not be considered in isolation or construed as an
alternative to profit before tax, net earned premiums, gross earned premiums or any other measure of performance or as an
indicator of our operating performance, liquidity or profitability or results of operations. In addition, these Non-GAAP
Measures are not a standardized term, hence a direct comparison of similarly titled Non-GAAP Measures and other operating
matrices between companies may not be possible. Although the Non-GAAP Measures and other operating matrices are not a
measure of performance calculated in accordance with applicable accounting standards, our Company’s management believes
that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a company’s operating
performance. For further details, see “Risk Factor – Industry information included in this Draft Red Herring Prospectus has
been derived from an industry report commissioned and paid for by us as well as exclusively prepared for the purposes of the
Issue. There can be no assurance that such third-party statistical, financial and other industry information is either complete
or accurate.” on page 55.
Units of Presentation
Except otherwise specified, our Company has presented certain numerical information in this Draft Red Herring Prospectus in
“lakh”, “million”, “crores” “billion” and “trillion” units. One million represents 1,000,000, one billion represents 1,000,000,000
and one trillion represents 1,000,000,000,000. One lakh represents 100,000 and one crore represents 10,000,000.
Figures sourced from third-party industry sources may be expressed in denominations other than millions or may be rounded
off to other than two decimal points in the respective sources, and such figures have been expressed in this Draft Red Herring
Prospectus in such denominations or rounded-off to such number of decimal points as provided in such respective sources.
Time
All references to time in this Draft Red Herring Prospectus are to Indian Standard Time.
Exchange Rates
This Draft Red Herring Prospectus contains conversions of certain other currency amounts into Indian Rupees that have been
presented solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation
that these currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian Rupee
and other foreign currencies:
(in ₹)
Currency# As on March 31, 2025(1)(2) As on March 31, 2024(1)(2) As on March 31, 2023(1)(2)
1 USD 85.58 83.37 82.22
#Source: foreign exchange reference rates as available on www.fbil.org.in
(1) All figures are rounded up to two decimals
(2) In event of a public holiday on the respective day, the previous Working Day not being a public holiday has been considered.
Industry and Market Data
Unless stated otherwise, industry and market data used in this Draft Red Herring Prospectus, including in “Industry Overview”
and “Our Business” on pages 192 and 279, respectively, has been obtained or derived from the report titled “Industry report on
assessment of the Indian roads sector” dated September 2025, prepared by CRISIL Intelligence and publicly available
information as well as other industry publications and sources. The CRISIL Intelligence has been commissioned and paid for
by our Company exclusively for the purposes of the Issue, pursuant to an engagement letter dated November 19, 2024 and is
available on our Company’s website at www.dhariwalbuildtech.com. Further, CRISIL vide their letter dated September 26,
2025 (“Letter”) has accorded their no objection and consent to use the CRISIL Report, in full or in part, in relation to the Issue.
Further, CRISIL, vide their Letter has confirmed that they are an independent agency, and confirmed that it is not related to our
15Company, Directors, Promoters, KMP, Senior Management and the BRLMs. The extent to which the industry and market data
presented in this Draft Red Herring Prospectus is meaningful depends upon the reader’s familiarity with and understanding of
the methodologies used in compiling such data. There are no standard data gathering methodologies in the industry in which
we conduct our business and methodologies and assumptions may vary widely among different market and industry sources.
In accordance with the SEBI ICDR Regulations, the section “Basis for Issue Price” on page 169 includes information relating
to our peer group companies, which has been derived from publicly available sources.
For further details in relation to risks involving in this regard, see “Risk Factors – Industry information included in this Draft
Red Herring Prospectus has been derived from an industry report commissioned and paid for by us as well as exclusively
prepared for the purposes of the Issue. There can be no assurance that such third-party statistical, financial and other industry
information is either complete or accurate.” on page 55.
16FORWARD 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
are also forward-looking statements. All statements regarding our expected financial conditions, results of operations, business
plans and prospects are 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, expectations and assumptions about us that could cause actual results to differ materially from those contemplated
by the relevant forward-looking statement.
Actual results may differ materially from those suggested by the forward-looking statements due to risks or uncertainties
associated with our expectations with respect to, but not limited to, regulatory changes pertaining to the industry in which our
Company operates and our ability to respond to them, our ability to successfully implement our strategy, our growth and
expansion, technological changes, our exposure to market risks, general economic and political conditions in India and globally
which have an impact on our business activities, investments, or the industry in which we operate, 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 the industry in which we operate and incidents of any natural calamities and/or acts of violence.
Certain important factors that could cause actual results to differ materially from our Company’s expectations include, but are
not limited to, the following:
1. We derived 98.86%, 85.29%, 57.00% of our revenue from operations for the Fiscals 2025, 2024 and 2023 respectively,
from our competitive bidding process and our financial condition would be materially and adversely affected if we fail to
obtain new contracts or our current contracts are terminated.
2. Our business significantly depends on projects awarded by government-owned entities and departments, which subjects us
to a variety of risks. Such projects contributed to 98.89% of our Order Book as of March 31, 2025.
3. We have experienced negative cash flows from operations in the past. If we are unable to generate adequate revenue growth
and manage our expenses and cash flows, we may continue to incur significant losses.
4. A significant portion of our revenue from operations in the Fiscals 2025, 2024 and 2023 is attributable to the roads,
highways and railways over bridges and tunnels business sectors. Our business and our financial condition would be
materially and adversely affected if there are any adverse developments in these sectors or if we fail to obtain new contracts
or our current contracts are terminated.
5. Our business is capital intensive. If we experience insufficient cash flows or are unable to access suitable financing to meet
working capital requirements and loan repayment obligations, our business, financial condition and results of operations
could be adversely affected.
6. Our Order Book may not be representative of our future results and our actual income may be significantly less than the
estimates reflected in our Order Book, which could adversely affect our results of operations.
7. We have commenced undertaking projects under hybrid annuity model in 2023 and have not completed any HAM projects
as on the date of this Draft Red Herring Prospectus. We cannot assure you that we will be successful in executing these
HAM projects.
8. Our business is relatively concentrated in north, east and central region of India and any adverse development in these
regions may adversely affect our business, results of operations and financial condition.
9. We may be unable to accurately estimate costs under lump sum contracts, fail to maintain the quality and performance
guarantees under our lump sum contracts and we may experience delays in completing the construction of our projects,
which may increase our construction costs and working capital requirements, and may have a material adverse effect on
our financial condition, cash flow and results of operations.
1710. We may not be able to collect receivables due from our customers, in a timely manner, or at all, which may adversely affect
our business, financial condition, results of operations and cash flows. As of March 31, 2025, our total trade receivables
amounted to ₹ 763.04 million.
For further discussion of factors that could cause our actual results to differ from our estimates and expectations, see “Risk
Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 28, 279 and 440, 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 gains or losses could materially differ from those that have
been estimated.
We cannot assure investors that the expectations reflected in these forward-looking statements will prove to be correct. Given
these uncertainties, investors are cautioned not to place undue reliance on such forward-looking statements and not to regard
such statements as a guarantee of our future performance.
Forward-looking statements reflect the current views of our Company 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, assumptions, current plans,
estimates and expectations, 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, Directors, Promoters, the Book Running Lead Managers, the Syndicate Members nor any of their
respective affiliates or advisors have any obligation to update or otherwise revise any statements reflecting circumstances
arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come
to fruition. In accordance with the SEBI ICDR Regulations, our Company will ensure that investors in India are informed of
material developments pertaining to our Company and the Equity Share forming part of the Issue from the date of this Draft
Red Herring Prospectus until the time of the grant of listing and trading permission by the Stock Exchanges.
18ISSUE DOCUMENT SUMMARY
This section is a general summary of the terms of the Issue, certain disclosures included in this Draft Red Herring Prospectus
and is neither exhaustive, nor does it purport to contain a summary of all the disclosures in this Draft Red Herring Prospectus
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 the sections titled “Risk
Factors”, “The Issue”, “Capital Structure”, “Industry Overview”, “Our Business”, “Our Promoters and Promoter Group”,
“Financial Information”, “Management’s Discussions and Analysis of Financial Condition and Results of Operations”,
“Outstanding Litigation and Material Developments”, and “Issue Structure”, on pages , 28, 68, 84, 192, 279, 367, 374, 440,
480 and 511, respectively.
Summary of Primary business of our Company
According to the CRISIL Report, we are one of the fastest growing and leading road construction companies specializing in
the construction of highways, bridges, railways over bridges as well as tunnels for the BRO, state highways, PMGSY roads,
rural infrastructure and other civil works. Our Company has established itself as a key player in the road engineering,
procurement and construction (“EPC”) segment, backed by a proven track record of efficient and timely project delivery. Our
efficient business model, strategic equipment base and commitment to operation excellence position us as a trusted partner in
India’s infrastructure development. With a pan-India presence and a healthy, diversified Order Book, we have consistently
demonstrated our ability to cater to varied client requirements, with revenue CAGR of 36.53 % as of Fiscal 2023 and 2025.
For further information, see “Our Business” on page 279.
Summary of the Industry in which our Company operates
According to the CRISIL Report, developing and modernising the infrastructure sector has been a priority area for the
Government of India and has witnessed increasing public investments and budgetary support. There has been significant
transformation in India’s national highways in recent years, with a notable shift towards the development of wider highways.
Annual national highway construction data reveals the share of four-lane and more highways has increased steadily, from 28%
in Fiscal 2019 to 44% in Fiscal 2025, while the share of two-lane highways has decreased from 56% to 36%. The government
launched the National Infrastructure Pipeline (“NIP”) for Fiscals 2020 to 2025, to boost infrastructure, with a projected
investment of ₹ 111 trillion during the period The construction industry in India is expected to grow steadily at an annual rate
of 6-8% between Fiscal years 2026 and 2030.
For further information, see “Industry Overview” on page 192.
Names of the Promoters
Our Promoters are Chet Ram Dhariwal, Aditya Dhariwal, Chet Ram Dhariwal HUF, Saroj Dhariwal, Navita, Deepak Dhariwal,
and Mohinder Singh Dhariwal. For further details, see “Our Promoters and Promoter Group” on page 367.
Issue Size
The following table summarizes the details of the Issue. For further details, see “The Issue” and “Issue Structure” beginning
on pages 68 and 511, respectively.
Issue of Equity Shares(1)(2) Up to [●] Equity Shares of face value of ₹10 each, aggregating up to ₹ 9,500.00 million
Of which
Employee Reservation Portion(3) Up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹ [●] million
Net Issue Up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹ [●] million
(1) The Issue has been authorized by our Board pursuant to a resolution passed at its meeting held on September 26, 2025, and has been authorized by our
Shareholders pursuant to a special resolution passed on September 27, 2025.
(2) Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus. The Pre-IPO Placement,
if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised
pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement,
if undertaken, shall not exceed ₹ 1,900.00 million, i.e., 20% of the size of the Fresh Issue. Prior to the completion of the Issue, our Company shall
appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that
our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our
Company shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety). Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant
sections of the Red Herring Prospectus and the Prospectus.
(3) The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not exceed ₹ 500,000 (net of Employee Discount, if
any). However, the initial allocation to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 200,000 (net of Employee Discount,
if any). Only in the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation and
Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 200,000 (net of Employee Discount, if any), subject to the maximum
value of Allotment made to such Eligible Employee not exceeding ₹ 500,000 (net of Employee Discount, if any). Such portion shall not exceed 5% of the
post-Issue Equity Share capital of our Company. The unsubscribed portion if any, in the Employee Reservation Portion shall be added back to the Net
Issue. In case of under-subscription in the Net Issue, spill-over to the extent of such under-subscription shall be permitted from the Employee Reservation
Portion. Further, our Company, in consultation with the Book Running Lead Managers, may offer a discount of up to [●]% to the Issue Price (equivalent
of ₹ [●] per Equity Share) to Eligible Employees, which shall be announced at least two Working Days prior to the Bid / Issue Opening Date. For details,
see “Issue Structure” on page 511.
19The Issue and the Net Issue shall constitute [●]% and [●]%, of the post Issue paid up Equity Share capital of our Company.
For further details of the Issue, see “Issue Structure” on pages 511, respectively.
Objects of the Issue
Our Company proposes to utilise the Net Proceeds towards funding the following objects:
(₹ in million)
S. No. Particulars Estimated Amount(1)
1. Repayment or prepayment of all or a portion of certain outstanding borrowings availed by our 1,742.26
Company
2. Investment in our Material Subsidiaries for repayment or prepayment of all or a portion of certain 3,000.00
of its outstanding borrowings
3. Funding capital expenditure for purchase of construction equipment by our Company 2,030.00
4. General corporate purposes (2) [●]
Total* [●]
* To be determined upon finalisation of the Issue Price and updated in the Prospectus prior to filing with the RoC.
(1) Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus. The Pre-IPO Placement,
if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised
pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if
undertaken, shall not exceed ₹ 1,900.00 million, i.e., 20% of the size of the Fresh Issue. Prior to the completion of the Issue, our Company shall appropriately
intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may
proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our Company shall report any
Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety). Further, relevant disclosures in relation to
such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus
and the Prospectus.
(2) To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC. The amount utilised for general corporate
purposes shall not exceed 25% of the Gross Proceeds in accordance with SEBI ICDR Regulations.
For further details, see “Objects of the Issue” on page 98.
Aggregate pre-Issue shareholding of our Promoters and the Promoter Group and additional top 10 shareholders
The aggregate pre-Issue shareholding of our Promoters and the Promoter Group, and the additional top 10 shareholders as a
percentage of the pre-Issue paid-up Equity Share capital of our Company is set out below:
S Name of Pre-Issue^ Post-Issue shareholding as at Allotment(2)
No. Shareholder Number of Percentage of At the lower end of the Price At the upper end of the Price
Equity total pre-Issue Band (₹[●]) Band (₹[●])
Shares of paid up Number of Percentage of Number of Percentage of
face value Equity Share Equity Shares total post- Equity Shares total post-
of ₹10 each capital (fully of face value ₹ Issue paid up of face value ₹ Issue paid up
diluted) 10 each held Equity Share 10 each (fully Equity Share
(fully diluted) capital (fully diluted) (1) capital (fully
(1) diluted) (1) diluted) (1)
Promoters
1. Chet Ram Dhariwal 25,188,120 26.48 [●] [●] [●] [●]
2. Aditya Dhariwal 19,334,520 20.32 [●] [●] [●] [●]
3. Chet Ram Dhariwal 14,576,040 15.32 [●] [●] [●] [●]
HUF
4. Saroj Dhariwal 14,460,120 15.20 [●] [●] [●] [●]
5. Navita 12,127,680 12.75 [●] [●] [●] [●]
6. Deepak Dhariwal 9,095,760 9.56 [●] [●] [●] [●]
7. Mohinder Singh Nil 0.00 [●] [●] [●] [●]
Dhariwal
Total (A) 94,782,240 99.63 [●] [●] [●] [●]
Promoter Group
1. Deepak Dhariwal 349,560 0.37 [●] [●] [●] [●]
HUF
Total (B) 349,560 0.37 [●] [●] [●] [●]
Total of 95,131,800 100.00 [●] [●] [●] [●]
Promoters &
Promoter Group
(A) + (B)
Additional top 10 shareholders#
1. [●] [●] [●] [●] [●] [●] [●]
2. [●] [●] [●] [●] [●] [●] [●]
3. [●] [●] [●] [●] [●] [●] [●]
4. [●] [●] [●] [●] [●] [●] [●]
5. [●] [●] [●] [●] [●] [●] [●]
20S Name of Pre-Issue^ Post-Issue shareholding as at Allotment(2)
No. Shareholder Number of Percentage of At the lower end of the Price At the upper end of the Price
Equity total pre-Issue Band (₹[●]) Band (₹[●])
Shares of paid up Number of Percentage of Number of Percentage of
face value Equity Share Equity Shares total post- Equity Shares total post-
of ₹10 each capital (fully of face value ₹ Issue paid up of face value ₹ Issue paid up
diluted) 10 each held Equity Share 10 each (fully Equity Share
(fully diluted) capital (fully diluted) (1) capital (fully
(1) diluted) (1) diluted) (1)
6. [●] [●] [●] [●] [●] [●] [●]
7. [●] [●] [●] [●] [●] [●] [●]
8. [●] [●] [●] [●] [●] [●] [●]
9. [●] [●] [●] [●] [●] [●] [●]
10. [●] [●] [●] [●] [●] [●] [●]
^ Based on the beneficiary position statement dated September 26, 2025.
#Details in relation to the top 10 shareholders will be provided at the time of the Prospectus.
(1) Includes any transfers of Equity Shares by the Shareholders after the date of the pre-Issue and Price Band advertisement until the date of the Red Herring
Prospectus.
(2)Based on the Price Band of ₹ [●] to ₹ [●] and subject to finalization of the Basis of Allotment.
For further details, see “Capital Structure” on page 84.
Summary of Select Financial Information
The following details of our Equity Share capital, net worth, revenue from operations, restated profit/(loss) for the year, earnings
per Equity Share of face value of ₹10 each (basic and diluted), net asset value per Equity Share and total borrowings for Fiscals
2025, 2024 and 2023 are derived from the Restated Consolidated Financial Statements:
(₹ in million, unless otherwise specified)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Equity share capital 951.32 26.43 24.73
Net Worth(1) 4,165.18 2,569.97 1,375.96
Revenue from operations 11,529.80 9,211.23 6,185.11
Restated Profit/(Loss) after tax for the year 1,605.90 1,101.45 643.88
Earnings per Equity Share of face value of ₹ 10 each attributable to
equity holders
- Basic, computed on the basis of profit attributable to equity holders
16.91 11.94 7.91
(₹)(2)(3)
- Diluted, computed on the basis of profit attributable to equity
16.91 11.94 7.91
holders (₹)(2)(4)
Net asset value per Equity Share (₹) (5) 43.78 27.80 16.97
Total Borrowings (6) 4,840.88 1,611.65 756.77
Notes:
1. Net Worth = Net worth means the aggregate value of the paid-up share capital and all reserves created out of the profits, 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 restated consolidated balance sheet, but does not include reserves created out of revaluation of assets, write-back of
depreciation and amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations.
2. 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).
3. Basic EPS = Basic earnings per share are calculated by dividing the net restated profit or loss for the year attributable to equity shareholders by the weighted
average number of Equity Shares outstanding during the year. For Fiscal 2023 and Fiscal 2024, equity shares post the bonus issue of equity shares and split
of the equity shares is considered for determining the amount.
4. Diluted EPS = Diluted earnings per share are calculated by dividing the net restated profit or loss for the year attributable to equity shareholders by the
weighted average number of Equity Shares outstanding during the year as adjusted for the effects of all dilutive potential Equity Shares outstanding during
the year. For Fiscal 2023 and Fiscal 2024, equity shares post the bonus issue of equity shares and split of the equity shares is considered for determining the
amount.
5. Net Asset Value (NAV) per Share = Restated Net Worth at the end of the year ÷ Weighted average number of equity shares outstanding at the end of the year,
adjusted for the effect of bonus shares.
6. Total Borrowings includes Current and Non-Current Borrowings.
For further details, see “Restated Consolidated Financial Statements” and “Other Financial Information” on pages 374 and
437.
Qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial
Statements
There are no qualifications of the Statutory Auditors which have not been given effect to in the Restated Consolidated Financial
Statements.
Summary of Outstanding Litigation
A summary of outstanding litigation proceedings involving our Company, Promoters, Directors, and Subsidiaries as on the
21date of this Draft Red Herring Prospectus and as disclosed in the section titled “Outstanding Litigation and Material
Developments” in terms of the SEBI ICDR Regulations and the Materiality Policy is provided below:
Name of Entity Criminal Tax Proceedings Statutory or Disciplinary Material civil Aggregate amount
Proceedings (direct and Regulatory actions by SEBI litigation involved (₹ in
indirect tax) Proceedings or Stock million)^
Exchanges
against our
Promoters
Company
By our Company Nil N.A. N.A. N.A. Nil Nil
Against our 2 2 1^^ N.A. 1 61.07^^
Company
Directors (other than Promoters)
By our Directors Nil N.A. N.A. N.A. Nil Nil
Against our Nil Nil Nil N.A. Nil Nil
Directors
Promoters
By our Promoters Nil N.A. N.A. N.A. Nil Nil
Against our Nil Nil 1^^ Nil Nil 0.26^^
Promoters
Subsidiaries
By our Nil N.A. N.A. N.A. Nil Nil
Subsidiaries
Against our Nil Nil Nil Nil Nil Nil
Subsidiaries
Key Managerial Personnel and members of Senior Management (other than Promoters)
By our Key 1 N.A.* N.A. N.A. N.A.* 0.03
Managerial
Personnel and
Senior
Management
Against our Key Nil N.A.* Nil N.A. N.A.* Nil
Managerial
Personnel and
Senior
Management
^To the extent ascertainable.
*In line with the requirements under the SEBI ICDR Regulations, our Company is required to disclose only outstanding criminal, statutory or regulatory
proceedings involving our Key Managerial Personnel and members of Senior Management.
^^ Our Company and Chet Ram Dhariwal, our Chairman and Managing Director have suo moto filed an adjudication application for the adjudication of
contravention of Rules 14(3) & (4) of Companies Prospectus and Allotment of Securities) Rules, 2014. Pursuant to the adjudication application under Section
450 of the Companies Act,, our Company, certain of our Directors (who are also our Promoters) and certain erstwhile directors of our Company received two
show cause notices each, dated September 17, 2025, from the RoC imposing a of penalty of ₹ 20,000 against each of the Company, certain of our Directors and
certain erstwhile directors of our Company, aggregating to ₹ 0.26 million. For details, see “Outstanding Litigation and Material Developments - Actions by
statutory or regulatory authorities against us” on page 481”
There are no outstanding litigations involving our Group Company which may have a material impact on our Company.
For further details of the outstanding litigation proceedings, see “Outstanding Litigation and Material Developments” on page
480.
Risk Factors
Following are the top 10 risk factors:
1. We derived 98.86%, 85.29%, 57.00% of our revenue from operations for the Fiscals 2025, 2024 and 2023 respectively,
from our competitive bidding process and our financial condition would be materially and adversely affected if we fail to
obtain new contracts or our current contracts are terminated.
2. Our business significantly depends on projects awarded by government-owned entities and departments, which subjects us
to a variety of risks. Such projects contributed to 98.89% of our Order Book as of March 31, 2025.
3. We have experienced negative cash flows from operations in the past. If we are unable to generate adequate revenue growth
and manage our expenses and cash flows, we may continue to incur significant losses.
4. A significant portion of our revenue from operations in the Fiscals 2025, 2024 and 2023 is attributable to the roads,
highways and railways over bridges and tunnels business sectors. Our business and our financial condition would be
materially and adversely affected if there are any adverse developments in these sectors or if we fail to obtain new contracts
or our current contracts are terminated.
225. Our business is capital intensive. If we experience insufficient cash flows or are unable to access suitable financing to meet
working capital requirements and loan repayment obligations, our business, financial condition and results of operations
could be adversely affected.
6. Our Order Book may not be representative of our future results and our actual income may be significantly less than the
estimates reflected in our Order Book, which could adversely affect our results of operations.
7. We have commenced undertaking projects under hybrid annuity model in 2023 and have not completed any HAM projects
as on the date of this Draft Red Herring Prospectus. We cannot assure you that we will be successful in executing these
HAM projects.
8. Our business is relatively concentrated in north, east and central region of India and any adverse development in these
regions may adversely affect our business, results of operations and financial condition.
9. We may be unable to accurately estimate costs under lump sum contracts, fail to maintain the quality and performance
guarantees under our lump sum contracts and we may experience delays in completing the construction of our projects,
which may increase our construction costs and working capital requirements, and may have a material adverse effect on
our financial condition, cash flow and results of operations.
10. We may not be able to collect receivables due from our customers, in a timely manner, or at all, which may adversely affect
our business, financial condition, results of operations and cash flows. As of March 31, 2025, our total trade receivables
amounted to ₹ 763.04 million.
Specific attention of the investors is invited to “Risk Factors” beginning on page 28 to have an informed view before making
an investment decision in the Issue.
Summary of Contingent Liabilities of our Company
Except as stated below, there are no contingent liabilities of our Company as at March 31, 2025 derived from the Restated
Consolidated Financial Statements.
(₹ in million)
Particulars Fiscal 2025
Demands raised by income tax authorities 0.14
Demands raised by Indirect tax authorities 2.92
Total 3.06
For further details of the contingent liabilities of our Company as at March 31, 2025, see “Restated Consolidated Financial
Statements – Note 39 – Contingent liabilities” on page 417.
Summary of Related Party Transactions
Summary of the related party transactions derived from Restated Consolidated Financial Statements, is as follows:
(₹ in millions)
As at Fiscal 2025
Nature of transaction KMP Others Total Outstanding
Balance
Salary
Chet Ram Dhariwal 96.00 - 96.00 4.94
Deepak Dhariwal 84.00 - 84.00 4.33
Navita - 30.00 30.00 1.58
Aditya Dhariwal 3.00 15.00 18.00 1.01
Saroj Dhariwal 40.00 8.00 48.00 2.50
Mohinder Singh Dhariwal 0.90 - 0.90 0.06
Sher Singh Garhwal 0.15 - 0.15 -
Anil Kumar 0.67 - 0.67 0.07
Commission
Ajay Sharma - 0.03 0.03 0.03
Kamlesh Sekhon - 0.03 0.03 0.03
Office Rent
Navita - 0.60 0.60 -
Aditya Dhariwal 0.10 0.50 0.60 0.45
Professional Fee
Karamveer Singh & Co. - 0.23 0.23 -
Sale of Fixed Assets
23As at Fiscal 2025
Nature of transaction KMP Others Total Outstanding
Balance
Sher Singh & Co - 47.14 47.14 -
Repayment of Loan
Chet Ram Dhariwal - - - 0.39
Deepak Dhariwal - - - 0.53
Aditya Dhariwal - 0.06 0.06 -
Sub Contract Expense
Sher Singh & Co - 535.21 535.21 61.02
Interest on Unsecured Loan
Aditya Dhariwal 0.00 0.00 -
Chet Ram Dhariwal 0.03 - 0.03 -
Deepak Dhariwal 0.04 - 0.04 -
Share of profit in Joint Operations
Dhariwal Bholeshanker JV - 0.72 0.72 1.71
Dhariwal JK JV - 0.44 0.44 0.44
(₹ in millions)
As at Fiscal 2024
Nature of transaction KMP Others Total Outstanding
Balance
Salary
Chet Ram Dhariwal 48.00 - 48.00 2.44
Deepak Dhariwal 41.50 - 41.50 2.14
Aditya Dhariwal 0.60 0.60 0.10
Saroj Dhariwal 24.00 - 24.00 1.82
Mohinder Singh Dhariwal 0.90 - 0.90 0.06
Sher Singh Garhwal 0.60 - 0.60 -
Navita - 15.25 15.25 0.80
Material Sales
Sher Singh & Co - 43.10 43.10 -
Office Rent
Navita - 0.30 0.30 -
Aditya Dhariwal 0.30 0.30 -
Deepak Dhariwal 0.18 - 0.18 -
Professional Fee
Karamveer Singh & Co. 0.12 0.12 0.01
Purchase of Fixed Assets
Sher Singh & Co - 2.94 2.94 -
Loan received
Chet Ram Dhariwal 0.01 - 0.01 0.01
Repayment of Loan
Chet Ram Dhariwal 14.90 - 14.90 0.35
Deepak Dhariwal 14.60 - 14.60 0.49
Aditya Dhariwal 1.00 1.00 0.06
Sub Contract Expense
Sher Singh & Co - 503.76 503.76 116.86
24As at Fiscal 2024
Nature of transaction KMP Others Total Outstanding
Balance
Interest on Loan
Chet Ram Dhariwal 0.34 - 0.34 -
Deepak Dhariwal 0.47 - 0.47 -
Aditya Dhariwal 0.04 0.04 -
Share of profit in Joint Operations
Dhariwal Bholeshanker JV 0.90 0.90 0.99
(₹ in millions)
As at Fiscal 2023
Nature of transaction KMP Others Total Outstanding
Balance
Salary
Chet Ram Dhariwal 30.00 - 30.00 -
Deepak Dhariwal 26.00 - 26.00 -
Navita - 10.00 10.00 -
Saroj Dhariwal 16.00 16.00 -
Mohinder Singh Dhariwal 0.40 - 0.40 -
Sher Singh Garhwal 0.60 - 0.60 -
Hitender Kumar 0.50 - 0.50 -
Rajesh Beniwal 0.50 - 0.50 -
Material Sale
Sher Singh & Co - 25.75 25.75 -
Fixed Assets Sales
Sher Singh & Co 12.09 12.09
Office Rent
Deepak Dhariwal 0.36 - 0.36 -
Loan received
Aditya Dhariwal 1.00 1.00 14.03
Chet Ram Dhariwal 27.50 - 27.50 15.67
Deepak Dhariwal 19.30 - 19.30 1.02
Sub Contract Expense
Sher Singh & Co - 315.54 315.54 15.48
KMR Constructions - 45.52 45.52 16.82
KMR Buildcon Private Limited - 138.06 138.06 72.84
Interest on Loan
Chet Ram Dhariwal 0.55 - 0.55 -
Deepak Dhariwal 0.21 - 0.21 -
Aditya Dhariwal 0.03 0.03
Hitender Kumar 0.23 - 0.23 -
Repayment of Loan
Chet Ram Dhariwal 25.49 - 25.49 14.03
25As at Fiscal 2023
Nature of transaction KMP Others Total Outstanding
Balance
Deepak Dhariwal 5.65 - 5.65 14.67
Aditya Dhariwal - 1.40 1.40 1.02
Hitender Kumar 5.54 - 5.54 -
Share of profit in Joint Operations
Dhariwal Bholeshanker JV - 0.09 0.09 0.09
For further details of the related party transactions, see “Restated Consolidated Financial Statements – Note 42 - Related Party
Disclosures as per IND AS 24” at page 420.
Financing Arrangements
There have been no financing arrangements whereby our Promoters, members of the Promoter Group, our Directors and their
relatives have financed the purchase of any securities of our Company by any other person (other than in the normal course of
the business of the relevant financing entity) during a period of six months immediately preceding the date of this Draft Red
Herring Prospectus.
Average cost of acquisition for our Promoters as on the date of this Draft Red Herring Prospectus
Name of the Promoter Number of Equity Shares of face Average cost of acquisition per
value of ₹10 each held Equity Share (in ₹)*
Chet Ram Dhariwal 25,188,120 2.71
Aditya Dhariwal 19,334,520 2.76
Chet Ram Dhariwal HUF 14,576,040 2.71
Saroj Dhariwal 14,460,120 2.67
Navita 12,127,680 2.69
Deepak Dhariwal 9,095,760 2.69
Mohinder Singh Dhariwal Nil N.A.
* As certified by TATTVAM & Co., Chartered Accountants by way of their certificate dated September 27, 2025.
Weighted average price at which specified securities were acquired by our Promoters in the one year preceding the date
of this Draft Red Herring Prospectus
Name of the Promoter Number of Equity Shares acquired in Weighted average price of acquisition per
the last one year Equity Share (in ₹)*
Chet Ram Dhariwal 24,488,450 Nil
Aditya Dhariwal 18,797,450 Nil
Chet Ram Dhariwal HUF 14,171,150 Nil
Saroj Dhariwal 14,058,450 Nil
Navita 11,790,800 Nil
Deepak Dhariwal 8,843,100 Nil
Mohinder Singh Dhariwal Nil N.A.
*As certified by TATTVAM & Co., Chartered Accountants by way of their certificate dated September 27, 2025.
Weighted average cost of acquisition of Equity Shares transacted in one year, eighteen months and three years
preceding the date of this Draft Red Herring Prospectus:
Period Weighted average cost Cap Price is ‘x’ times the Range of acquisition price per
of acquisition per Equity weighted average cost of Equity Share: lowest price –
Share (in ₹)* acquisition* highest price (in ₹)*
Last 1 year preceding the date of Nil [●] Nil
this Draft Red Herring Prospectus
Last 18 months preceding the date Nil [●] Nil
of this Draft Red Herring
Prospectus
Last 3 years preceding the date of 2.42 [●] 0-560.00
this Draft Red Herring Prospectus
* As certified by TATTVAM & Co., Chartered Accountants by way of their certificate dated September 27, 2025.
Details of price at which specified securities were acquired by the Promoters, members of our Promoter Group, and
Shareholders with right to nominate directors or any other rights (“Shareholders”) in the last three years preceding the
date of this Draft Red Herring Prospectus
26Name of Acquirer / Category of Date of transfer / Number of Equity Face Acquisition price per
shareholder Acquirer / acquisition of the Shares Transferred Value Equity Share* (in ₹)
shareholder Equity Shares / acquired#
Aditya Dhariwal Promoter October 4, 2022 88,090 10 300.00
Promoter September 11, 34,480 10 560.00
2023
Promoter December 30, 18,797,450 10 Nil
2024
Chet Ram Dhariwal HUF Promoter October 4, 2022 66,440 10 300.00
Promoter September 11, 25,990 10 560.00
2023
Promoter December 30, 14,171,150 10 Nil
2024
Chet Ram Dhariwal Promoter October 4, 2022 114,750 10 300.00
Promoter September 11, 44,920 10 560.00
2023
Promoter December 30, 24,488,450 10 Nil
2024
Deepak Dhariwal Promoter October 4, 2022 41,440 10 300.00
Promoter September 11, 16,220 10 560.00
2023
Promoter December 30, 8,843,100 10 Nil
2024
Navita Promoter October 4, 2022 55,250 10 300.00
Promoter September 11, 21,630 10 560.00
2023
Promoter December 30, 11,790,800 10 Nil
2024
Saroj Dhariwal Promoter October 4, 2022 65,880 10 300.00
Promoter September 11, 25,790 10 560.00
2023
Promoter December 30, 14,058,450 10 Nil
2024
Deepak Dhariwal HUF Promoter October 4, 2022 1590 10 300.00
Group
Promoter September 11, 620 10 560.00
Group 2023
Promoter December 30, 339,850 10 Nil
Group 2024
Details of Pre-IPO Placement
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red Herring
Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the
BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from
the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed
₹ 1,900.00 million, i.e., 20% of the size of the Fresh Issue. Prior to the completion of the Issue, our Company shall appropriately
intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no
guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity
Shares on the Stock Exchanges. Our Company shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of
such Pre-IPO Placement (in part or in entirety). Further, relevant disclosures in relation to such intimation to the subscribers to
the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the Red Herring Prospectus and
the Prospectus.
Issue of Equity Shares for consideration other than cash in the last one year (excluding bonus issuance)
Our Company has not issued any Equity Shares for consideration other than cash in the one year preceding the date of this
Draft Red Herring Prospectus.
Split / Consolidation of Equity Shares in the last one year
There has been no split or consolidation of the Equity Shares of our Company in the last one year.
Exemption from complying with provisions of securities laws granted by SEBI
Our Company has not sought any exemption by SEBI from complying with any provisions of securities laws, as on the date of
this Draft Red Herring Prospectus.
27SECTION II - RISK FACTORS
Any investment in equity shares involves a high degree of risk. You should carefully consider all of the information
in this Draft Red Herring Prospectus, including the risks and uncertainties described below, before making an investment in
our Equity Shares. To obtain a more complete understanding of our business and operations, you should read this section
together with sections titled “Industry Overview”, “Our Business”, “Key Regulations and Policies”, “Restated Consolidated
Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 192, 279, 327, 374 and 440, respectively, as well as the other financial and statistical information contained in this Draft
Red Herring Prospectus.
Any of the following risks, as well as the other risks and uncertainties discussed in this Draft Red Herring Prospectus, could
have an adverse effect on our business, financial condition, results of operations and prospects and could cause the trading
price of our Equity Shares to decline, which could result in the loss of all or a part of your investment. In making an investment
decision with respect to this Issue, you must rely on your own examination of our Company and our Subsidiaries, our business,
and the terms of this Issue, including the merits and risks involved and you should consult your tax, financial and legal advisors
about the particular consequences to you of an investment in the Equity Shares. Additional risks and uncertainties not known
to us or that we currently believe to be immaterial may also have an adverse effect on our business, cash flows, results of
operations, financial condition and prospects. If any or a combination of the following risks actually occur, or if any of the
risks that are currently not known or deemed to be not relevant or material now actually occur or become material in the future,
our business, cash flows, prospects, financial condition and results of operations could suffer, the trading price of our Equity
Shares could decline, and you may lose all or part of your investment.
This Draft Red Herring Prospectus also contains forward-looking statements that involve risks and uncertainties, many of
which are beyond our control. Our actual results could differ materially from those anticipated in the 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 page 17. Unless the context otherwise requires, in this section,
references to “we”, “us” or “our” are to our Company and our Subsidiaries on a consolidated basis.
Unless otherwise indicated, the industry and market related information contained in this section is derived from report titled
“Assessment of the Indian roads sector” dated September 2025 (the “CRISIL Report”) prepared and released by CRISIL
Intelligence (formerly known as CRISIL Market Intelligence & Analytics) (“CRISIL Intelligence”) which has been exclusively
commissioned and paid for by our Company in connection with the Issue pursuant to an engagement letter dated November 19,
2024, as amended, for the purpose of confirming our understanding of the industry we operate in, in connection with the Issue.
Unless otherwise indicated, all financial, operational, industry and other related information derived from the CRISIL Report
and included herein with respect to any particular year, refers to such information for the relevant financial year. The data
included in this section includes excerpts from the CRISIL Report and may have been re-ordered by us for the purposes of
presentation. The CRISIL Report will form part of the material documents for inspection and a copy of the CRISIL Report is
available on the website of our Company, http://www.dhariwalbuildtech.com. For further details, see “Risk Factor – Industry
information included in this Draft Red Herring Prospectus has been derived from an industry report commissioned and paid
for by us as well as exclusively prepared for the purposes of the Issue. There can be no assurance that such third-party statistical,
financial and other industry information is either complete or accurate” on page 55.
The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk factors
mentioned below. However, there are certain risk factors where the effect is not quantifiable and hence has not been disclosed
in such risk factors. You should not invest in this Issue unless you are prepared to accept the risk of losing all or part of your
investment.
Unless otherwise stated or the context otherwise requires, the financial information used in this section is derived from our
Restated Consolidated Financial Information. For further details, see “Restated Consolidated Financial Information” on page
374.
INTERNAL RISKS
1. We derived 98.86%, 85.29%, 57.00% of our revenue from operations for the Fiscals 2025, 2024 and 2023 respectively, from
our competitive bidding process and our financial condition would be materially and adversely affected if we fail to obtain
new contracts or our current contracts are terminated.
Infrastructure projects are typically awarded to us following a competitive bidding process and satisfaction of prescribed
technical and financial pre-qualification criteria. Our business depends significantly on our ability to identify opportunities, bid
for and be awarded projects in infrastructure construction sector.
As a part of our business and operations, we bid for projects works on an on-going basis and projects are awarded following
competitive bidding processes and satisfaction of prescribed pre-qualification and technical criteria. While service quality,
technological capacity and performance as well as reputation and experience and sufficiency of financial resources are
important considerations in decisions of government-owned entities and departments while awarding these projects, there can
28be no assurance that we would be able to meet such qualification criteria, particularly for larger projects. Further, once the
prospective bidders satisfy the qualification requirements of the tender, the project is usually awarded to the lowest bidder. We
cannot assure you that we would be able to qualify the qualification criteria or that our bids, when submitted or if already
submitted, would be the lowest bid and accepted.
There can be no assurance that the projects for which we bid will be tendered within a reasonable time, or at all. In the Fiscals
2025, 2024 and 2023, we had an average time period of 15 days to 60 days within which our bids were tendered from the date
of announcement. In the event that new projects which have been announced and which we plan to bid for are not put up for
tender within the announced timeframe, or qualification criteria are modified such that we are unable to qualify, our business,
prospects, financial condition, cash flows and results of operations could be materially and adversely affected. Additionally,
aggressive bidding may affect the credit profile of our Company and exert pressure on our profitability.
If we are not able to pre-qualify in our own right to bid for large construction and development projects, we may be required to
partner and collaborate with third parties for joint bidding for such projects. We may face competition from other bidders in a
similar position looking for acceptable partners for pre-qualification requirements. If we are unable to partner with other suitable
companies or lack the credentials to be the partner-of-choice for other companies, we may lose the opportunity to bid for large
infrastructure projects, which could affect our growth plans.
Projects awarded to us may be subject to litigation by unsuccessful bidders. Legal proceedings may result in delay in declaration
of award of the projects and/or notification of appointed dates which may result in us having to retain unallocated resources.
Further, we may be required to incur substantial expenditure, time and resources in defending such litigation. Any unsuccessful
outcome in any such proceedings may lead to termination of a contract awarded to us, which could have a material adverse
effect on our future revenues and profits. As on the date of this Draft Red Herring Prospectus, there is no litigation involving
us initiated by any unsuccessful bidder.
As on the date of this Draft Red Herring Prospectus, majority of our projects in infrastructure construction sector are won
through competitive bidding process by government-owned entities and departments. Details of the revenue from our projects
won through competitive bidding process, are as follows:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
₹ (in million) % of our total ₹ (in million) % of our total ₹ (in million) % of our total
revenue from revenue from revenue from
operations operations operations
Revenue from our 11,398.49 98.86% 7,856.52 85.29% 3,525.49 57.00%
projects won on
competitive
bidding
Details of the total contract value of bids submitted by us and total contract value of projects awarded to us in respect of such
bids for Fiscals 2025, 2024 and 2023 are as follows:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Total contract value of bids submitted (in ₹ 190,859.93 89,467.00 40,422.00
million)
Total contract value of projects awarded in 13.74% 24.45 % 50.18%
respect of total bids submitted (in %)
Additionally, our top three customers that contributed to more than 50% of our revenue from operations during the Fiscals
2025, 2024 and 2023 are as follows:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from % of our total Revenue from % of our total Revenue from % of our total
operations ₹ (in revenue from operations ₹ (in revenue from operations ₹ (in revenue from
million) operations million) operations million) operations
Customer 1 8,372.65 72.62% 6,234.90 67.69% 2,418.45 39.10%
Customer 2 1,426.41 12.37% 1,057.75 11.48% 1,033.41 16.71%
Customer 3 Nil Nil 1,233.77 13.39% 2,474.22 40.00%
Total 9,799.06 84.99% 8,526.43 92.56% 5,926.08 95.81%
Note: The names of the relevant customers have not been used as the consents from such customers authorizing use of their names have not been received as on the date of this Draft
Red Herring Prospectus.
Further, all our ongoing projects have been awarded to us for a term between six months and five years and the relevant
authorities may float fresh tenders for such projects after expiry of the current term. Projects awarded to us may also be subject
to litigation by unsuccessful bidders. While in the Fiscals 2025, 2024 and 2023, there have been no such litigations against us,
such legal proceedings may result in delay in award of the projects and/or notification of appointed dates, for the bids where we
have been successful, which may result in us having to retain unallocated resources and as a result, it would adversely affect our
results of operations and financial condition. Further, we may be required to incur substantial expenditure, time and resources in
29defending such litigation. Any unsuccessful outcome in any such proceedings may lead to termination of a contract awarded to
us, which could have a material adverse effect on our future revenues and profits.
2. Our business significantly depends on projects awarded by government-owned entities and departments, which subjects us to
a variety of risks. Such projects contributed to 98.89% of our Order Book as of March 31, 2025.
Our business significantly depends on projects awarded by government owned entities and department. Set forth below are
details of our Order Book attributable to contracts awarded by government owned entities and departments both in absolute
terms and as a percentage of our total Order Book for the periods indicated. See also “Our Business – Order Book” on page 318.
(₹ in million, except percentages)
Particulars As of
March 31, 2025 March 31, 2024 March 31, 2023
₹ (in million) % of our total ₹ (in million) % of our total ₹ (in million) % of our total
Order Book Order Book Order Book
Government- 47,141.14 98.89% 24,879.46 100.00% 21,736.54 96.86%
owned entities and .
departments 1
Total 2 47,669.98 100.00% 24,879.46 100.00% 22,440.26 100.00%
Notes:
(1) Comprises municipal corporations, state and central governments, government agencies and government-owned entities
(2) Our Order Book as of a particular date is calculated on the basis of the aggregate contract value of our ongoing projects as of such date, adjusted for any change in scope of our
work for such projects, reduced by the value of work executed by us until such date, as certified by the relevant client and after excluding goods and service taxes. The manner in
which revenues are derived to calculate and present our Order Book is not similar to the manner in which our revenue from operations is accounted. For instance, we do not take
into account any escalation for calculating the Order Book whereas escalations are accounted for under our revenue from operations.
We cannot assure you that government policies (especially those of the Government of India) will continue to place emphasis
on infrastructure. In the event of any adverse change in budgetary allocations for infrastructure development or a downturn in
available work in the infrastructure sector resulting from any change in government policies or priorities, including on account
of changes in government pursuant to elections, our business, prospects, financial condition and results of operations may be
adversely affected. Contracts with government-owned entities and departments may be subject to extensive internal processes,
policy changes, government or external budgetary allocation, insufficiency of funds and political pressure, which may lead to a
lower number of contracts available for bidding, an increase in the time gap between invitation for bids and award of the contract,
a renegotiation of the terms of these contracts after they are awarded, or delays in payments against our invoices. Further, in
relation to such contracts, we may be subject to additional regulatory scrutiny associated with commercial transactions with
government-owned entities and departments or controlled entities and agencies.
Contracts with government-owned entities and departments are typically based on the contract form finalized by the government-
owned entities and departments customer. As a result, our ability to negotiate the terms of these contracts is limited, and such
terms tend to favor the government-owned entities and departments. Such contractual terms may present risks to our business.
Such terms include:
• lack of recourse to the customer in case of any unforeseen or latent defects in the project site;
• liability for defects arising after the termination of the contract;
• customers’ discretion to delay completion milestones (which may result in project delays, delays in revenue recognition
and/or cost overruns);
• the right of the government-owned entities and departments to remove any personnel engaged by the Company for the
execution of the project;
• customers’ ability to vary the scope of work at any time;
• a lack of parity between the compensation (if at all) payable by the customer for delays, such as in the handovers of land or
finalization of design and drawings, compared to the liquidated damages payable to the customer in case of project delays
attributable to our Company;
• onerous arbitration clauses allowing the customer to appoint the arbitral tribunal;
• disclaimer clauses which allow the customer to extend timelines without compensating for delays attributable to the
customer;
• our liability as a contractor for consequential or economic loss to our customers;
• the right of the government-owned entities and departments to terminate our contracts for convenience at any time after
providing us with the required written notice.
30If a government-owned entity and department terminates its agreement with us, we are typically entitled to compensation, unless
the agreement is terminated pursuant to a material breach of contract by us. However, the recovery of such compensation is
typically a time-consuming process and the amount we are paid may not be adequate to recover the costs already incurred.
Further, government-owned entities and departments typically have the right to change the scope of work to include additional
work which was not contemplated at the time of execution of the contract. Although we may be entitled to additional fees for
such increased scope of work (subject to a fixed cap), we may be required to mobilize additional resources, which may not be
readily available on reasonable terms or within the stipulated project timelines. While there have not been any instances where
government-owned entities and departments have terminated their contracts with us during the Fiscals 2025, 2024 and 2023, if
any of our contracts with such customers are terminated in the future, it may adversely affect our business, reputation, financial
condition, and results of operations.
In addition, such agreements typically contain restrictive covenants and obligations, which require the prior consent of the
relevant authority to undertake certain actions, inter alia, including, obtaining no-objection certificates and permissions from
various state pollution control boards, water resource, Department of Mines, Government of India, gram panchayats/municipal
limits, labor licenses. A failure to comply with such restrictive covenants will constitute an event of default under our customer
contracts and could result in consequences such as payment of damages or termination without payment of any compensation.
Such restrictions may limit our flexibility in executing projects, which could adversely affect our business, financial condition
and results of operations.
Our contracts with government-owned entities and departments also permit such customers to conduct technical audits. If we
fail to comply with contractual or other requirements or if there are any concerns that arise out of a technical audit, we may be
subject to monetary damages or civil penalties. While our Company has not been subject to any technical audits or failed to
comply with contractual or other requirements during the Fiscals 2025, 2024 and 2023, if there are any concerns that arise out
of any future technical audits or if we fail to comply with contractual or other requirements in the future, it may adversely affect
our business, financial condition and results of operations. Further, if any of our contracts with a government-owned entities and
departments are terminated, we may not be considered favorably for other government contract work. Any of the foregoing could
adversely affect our business, financial condition and results of operations.
3. We have experienced negative cash flows from operations in the past. If we are unable to generate adequate revenue growth
and manage our expenses and cash flows, we may continue to incur significant losses.
The following table sets forth certain information relating to our cash flows for the last three Fiscals, as per the Restated
Consolidated Financial Information:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net cash generated from / used in operating activities (3,018.35) 311.10 661.88
Net cash generated from / used in investing activities (312.97) (552.03) (598.37)
Net cash generated from / used in financing activities 2,880.05 826.90 359.31
Cash and cash equivalents (closing balance) 684.54 1,135.79 549.83
We may, in the future, experience negative operating cash flows as well. Negative operating cash flows over extended periods,
could materially impact our ability to operate our business and implement our growth plans. This situation may have an adverse
effect on our cash flows, business, future financial performance and results of operations. For more information, see
“Management’s Discussion and Analysis of Financial Position and Results of Operations” on page 440.
4. A significant portion of our revenue from operations in the Fiscals 2025, 2024 and 2023 is attributable to the roads, highways
and railways over bridges and tunnels business sectors. Our business and our financial condition would be materially and
adversely affected if there are any adverse developments in these sectors or if we fail to obtain new contracts or our current
contracts are terminated.
According to the CRISIL Report, we are one of the fastest growing and leading road engineering procurement and construction
companies in India with a revenue CAGR of 36.53% between fiscal 2023 to 2025. We are an infrastructure construction company
specializing in the construction of roads, highways, state highways, PMGSY roads, bridges, railways over bridges as well as
tunnels, railways, irrigation, rural infrastructure and other civil works. A significant portion of our revenue from operations in
the last three Fiscals is attributable to the roads, highways and railways over bridges and tunnels business sectors. As on the date
of this Draft Red Herring Prospectus, we are eligible to bid for single EPC / HAM road construction projects for an amount up
to ₹ 14,093.20 million.
Set out below is our revenue from operations from the aforementioned business sectors for the Fiscals 2025, 2024 and 2023:
(₹ in million, except percentages)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from As a percentage Revenue from As a percentage Revenue from As a percentage
operations of revenue from operations of revenue from operations of revenue from
operations operations operations
Roadways EPC 5,286.86 45.85% 7,016.45 76.17% 6,092.13 98.50%
31Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from As a percentage Revenue from As a percentage Revenue from As a percentage
operations of revenue from operations of revenue from operations of revenue from
operations operations operations
Roadways HAM 4,974.64 43.15% 1,660.27 18.02% Nil 0.00
Railways over 363.38 3.15% 173.97 1.89% Nil 0.00
bridges and
tunnels
Others(1) 904.92 7.85% 360.54 3.92% 92.98 1.50%
Total 11,529.80 100.00% 9,211.23 100.00% 6,185.11 100.00%
(1) Others include transportation income and sale of material such as steel, cement, bitumen etc. to our sub-contractors.
As of March 31, 2025, our Company had 27 ongoing projects spread across India, wherein the clientele comprises of various
government-owned entities and departments within various states. As on March 31, 2025, projects in the roads, highways and
railways over bridges and tunnels business sectors contributed 98.89 % to our total Order Book. Our future earnings are, inter
alia, dependent on progress of the highways and roadways sector. If there is any change in the government or in governmental
policies, practices or focus those lead to a slowdown in infrastructure projects, our Total Order Book and future earnings may
be materially and adversely affected. Also see, “ – Our business significantly depends on projects awarded by government-
owned entities and departments, which subjects us to a variety of risks. Such projects contributed to 98.89% of our Order Book
as of March 31, 2025” on page 30. Further, as our total Order Book is not adequately diversified, any adverse impact in
investment by public sector or private sector in the highways and roadways sector may lead to an adverse impact to our financial
condition.
Additionally, we bid for projects on a continual basis and infrastructure projects are typically awarded by the GoI following a
competitive bidding process and satisfaction of prescribed qualification criteria. We cannot assure you that we would bid for
projects where we have been pre-qualified to submit a bid or that our bids, when submitted or if already submitted, would be
accepted. See, “ – We derived 98.86%,85.29% and 57.00% of our revenue from operations for the Fiscals 2025, 2024 and 2023
respectively, from our competitive bidding process and our financial condition would be materially and adversely affected if we
fail to obtain new contracts or our current contracts are terminated” on page 28.
Our business, growth prospects and financial performance largely depends on our ability to obtain new contracts, and there can
be no assurance that we will be able to procure new contracts. Our future results of operations and cash flows can fluctuate
materially from period to period depending on the timely award of contracts, commencement of work and completion of projects
in the scheduled time period. If we are unable to obtain new contracts for our business, our business will be materially and
adversely affected.
5. Our business is capital intensive. If we experience insufficient cash flows or are unable to access suitable financing to meet
working capital requirements and loan repayment obligations, 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, including construction materials labour, and for other work on projects before payment is received
from our customers. Further, since the contracts we bid for typically involve a lengthy and complex bidding and selection process,
it is difficult to predict whether or when a particular contract will be awarded to us. As a result, we may need to incur expenses
in anticipation of contract awards, which may not eventually materialize, and finance such expenses by incurring additional
indebtedness. Our working capital requirements may increase in the future if we undertake larger or additional projects or
projects with a long gestation period, if payment terms do not include advance payments or if contracts have payment schedules
that shift payments towards the end of a project or otherwise increase our working capital burden. We finance our working
capital requirements through a variety of sources including cash credit facilities, facilities for procurement of construction loan
equipment, etc. Set forth below are details of our net working capital requirements as of March 31, 2025, 2024 and 2023.
(₹ in million)
As of
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Net Working Capital Requirements 2,333.96 1,099.07 784.69
Note: Net working capital requirements have been determined without considering borrowings, cash and cash equivalents.
Further, we cannot assure you that market conditions will allow us to access working capital facilities and term loans on terms
which are acceptable to us or of sufficient limits or at all. As of March 31, 2025, March 31, 2024 and March 31, 2023, we had
utilized borrowings amounting to ₹ 4,840.88 million, ₹ 1,611.65 million and ₹ 756.77 million, respectively. Our ability to arrange
for financing and our cost of borrowing depend on a number of factors, including general economic and market conditions, credit
availability from financial institutions, the amount and terms of our existing indebtedness, investor confidence, and the continued
success of current projects. In addition, our ability to raise funds is limited by certain restrictions imposed under applicable laws,
including foreign exchange regulations.
32We strive to maintain strong relationships with banks, as well as non-banking financial institutions. However, we cannot assure
you that our relationships with lenders will not change. Additionally, certain banks may perceive infrastructure companies as
risky borrowers, due to the risks associated with the infrastructure business. As a result, we may find it difficult to establish
credit relationships with new lenders or obtain additional facilities from our existing lenders or may not be able to access credit
on terms which are comparable to those which are available to companies in other industries. We also depend on banks for bank
and performance guarantees which we are typically required to provide under the terms of our customer contracts. See also “—
We are required to furnish bank and performance guarantees as part of our business. Our inability to arrange for such
guarantees, delays in providing such guarantees or the invocation of such guarantees may adversely affect our cash flows and
financial condition. As of March 31, 2025, we had provided bank and performance guarantees amounting to ₹ 1,774.38 million.”
on page 40.
We make provisions for doubtful debtors / advances and also recognize expenses for expected credit losses on contract assets
and trade receivables, based primarily on ageing and other factors such as special circumstances relating to specific customers.
For further details on provisions made for doubtful debtors / advances, see “Restated Consolidated Financial Information” on
page 374. We cannot assure you that interim and final invoices and retention monies will be remitted by our customer to us on
a timely basis or at all, or that provisions made in this regard will be sufficient. Our working capital position is therefore also
dependent on the financial position of our customers. Any of the foregoing could adversely affect our business, financial
condition and results of operations. Also see, “- We may not be able to collect receivables due from our customers, in a timely
manner, or at all, which may adversely affect our business, financial condition, results of operations and cash flows. As of March
31, 2025, our total trade receivables amounted to ₹ 763.04 million.” on page 35.
6. Our Order Book may not be representative of our future results and our actual income may be significantly less than the
estimates reflected in our Order Book, which could adversely affect our results of operations.
Our Company’s Order Book as of a particular date comprises the estimated revenues from the unexecuted portions of all the
existing contracts. Further, our Company’s Order Book as of a particular date is calculated on the basis of the aggregate contract
value of our ongoing projects as of such date, adjusted for any change in scope of our work for such projects, reduced by the
value of work executed by us until such date, as certified by the relevant client and after excluding goods and service tax. The
table below provides details of our Order Book vis-à-vis our Book-to-Bill ratio as of March 31, 2025, March 31, 2024 and March
31, 2023:
Particulars As on March 31, 2025 As on March 31, 2024 As on March 31, 2023
(in ₹ million) Book-to-Bill ratio (in ₹ million) Book-to-Bill ratio (in ₹ million) Book-to-Bill ratio
(in times) (in times) (in times)
Value of the Order Book 47,669.98 4.13 24,879.46 2.70 22,440.26 3.63
For the purposes of calculating the Order Book value, our Company does not take into account any escalation as of the relevant
date, or the work conducted by us in relation to any such escalation of such projects until such date. The manner in which we
calculate and present our Order Book is therefore not comparable to the manner in which our revenue from operations is
accounted, which takes into account revenue from work relating to escalation or changes in scope of work of our projects. The
manner in which we calculate and present our Company’s Order Book information may also vary from the manner in which
such information is calculated and presented by other companies, including our competitors. The Order Book information
included in this Draft Red Herring Prospectus is not audited and does not necessarily indicate our future earnings. Our Order
Book should not be considered in isolation or as a substitute for performance measures. For further details on our Order Book,
see “Our Business – Order Book” on page 318.
For some of the contracts in our Order Book, our clients are obliged to perform or take certain actions, such as securing the right
of way, securing required licenses, authorizations or permits, approving designs and drawings, approving supply chain vendors
and shifting existing utilities. If a client does not perform such actions in a timely manner, and the possibility of such failure is
not provided for in the contract, our projects could be delayed, modified or cancelled. We may not have the full protection in our
construction contracts against such delays or associated liabilities and/or additional costs. Due to the possibility of cancellations
or changes in scope and schedule of projects, resulting from our clients’ discretion or problems we encounter in project execution
or reasons outside our control or the control of our clients, we cannot predict with certainty when, if or to what extent, a project
forming part of our Order Book will be performed and this could reduce the income and profits we ultimately earn from the
contracts. Further, we have escalation clauses in some of our contracts, which, may be interpreted restrictively by our
counterparties, who may dispute our claims for additional costs. Delays in the completion of a project can lead to clients delaying
or refusing to pay the amount, in part or full, that we expect to be paid in respect of such project. Any delay, reduction in scope,
cancellation, execution difficulty, payment postponement or payment default in regard to our Order Book projects or any other
uncompleted projects, or disputes with clients in respect of any of the foregoing, could materially harm our cash flow position,
revenues and earnings.
7. We have commenced undertaking projects under hybrid annuity model (“HAM”) in 2023 and have not completed any HAM
projects as on the date of this Draft Red Herring Prospectus. We cannot assure you that we will be successful in executing
these HAM projects.
We have commenced undertaking projects under HAM model in 2023 and as on the date of this Draft Red Herring Prospectus,
our ongoing projects under HAM model are 5. For further details, see ‘Our Business – Project Portfolio – HAM Projects” on
33page 313. While our Order Book in terms of HAM projects has grown from ₹ 9,446.20 million in Fiscal 2023 to ₹ 16,467.08
million in Fiscal 2025, we do not have a track record of completing HAM projects.
HAM projects inherently involve higher risk exposure compared to other EPC contracts due to the blended nature of public-
private participation, revenue recovery through deferred annuities, and strict performance obligations. HAM projects in India
face significant execution challenges, primarily due to land acquisition delays, regulatory hurdles, and financial constraints.
These issues contribute to project overruns, cost escalations, and delays in project completion.
Further, HAM projects require upfront capital outlay, and recovery is dependent on government disbursements, which may be
delayed or subject to compliance-related bottlenecks. This results in working capital stress and elevated counterparty risk.
Additionally, the complexity in structuring and financing these projects may adversely affect our ability to raise adequate funding
on favourable terms.
Therefore, if we are unable to achieve the anticipated level of growth in undertaking and execution of HAM projects, it could
have an adverse impact on our business, results of operations, financial condition and cash flows. Further, our HAM projects
currently constitute 34.54% of our Order Book, and therefore, in case of any changes to the regulatory framework in relation to
HAM projects, such changes may have adverse impact on our Company and may impact our future growth opportunities.
8. Our business is relatively concentrated in north, east and central region of India and any adverse development in these
regions may adversely affect our business, results of operations and financial condition.
We carry on business operations in 13 states of India. Since the commencement of our business in 2017, until as of March 31,
2025, our Company has completed over 29 projects across 8 states with a consolidated contract value of around ₹ 21,176.24
million. As on the date of this Draft Red Herring Prospectus, we have undertaken projects in the following business sectors:
roadways EPC, roadways HAM, railways over bridges and tunnel projects across these 13 states. For details, see “Our Business
– Overview” on page 279. We derived more than 50% of our revenue from the state of Bihar, and our business is substantially
dependent on revenue from the other key states, namely, Assam and Mizoram, Madhya Pradesh, details of state wise revenue
from operations and percentage of total revenue from operations in the last three Fiscals are as below:
(in ₹ million)
State Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from Percentage of Revenue from Percentage of Revenue from Percentage of
operations total revenue operations total revenue operations total revenue
from operations from operations from operations
Bihar 5,772.16 50.06% 2857.39 31.02% 1,498.93 24.23%
Assam 1,010.07 8.76% 4,687.80 50.89% 2,364.93 38.24%
Madhya Pradesh 2553.53 22.15% 241.77 2.62% 1,036.22 16.75%
Mizoram 1,432.21 12.42% 1,131.91 12.29% 1,091.81 17.65%
Uttar Pradesh 194.22 1.68% 0.00 0.00% 37.55 0.61%
Others 567.61 4.93% 292.36 3.18% 155.67 2.52%
Total 11,529.80 100.00% 9,211.23 100.00% 6,185.11 100.00%
This concentration of business subjects us to various risks in these states, including but not limited to: (i) regional slowdown in
construction activities or reduction in infrastructure projects; (ii) interruptions on account of adverse climatic conditions; (iii)
vulnerability to change in laws, policies and regulations of the political and economic environment; (iv) perception by our
potential clients that we are a regional construction company which hampers us from competing for large and complex projects
at the national level (v) our lack of brand recognition and reputation in such regions; (vi) our lack of familiarity with the social
and cultural conditions of these new regions; and (vii) limitation on our ability to implement the strategy to cluster projects in
the states where we intend to conduct business. While we strive to geographically diversify our project portfolio and reduce our
concentration risk, we cannot assure you that adverse developments associated with the region will not impact on our business.
See “ Our Business – Our Strategies - Maximizing Opportunities in Existing Markets and selectively Expanding Footprint in
Other Geographies” on page 299. If we are unable to mitigate the concentration risk, we may not be able to develop our business
as planned and our business, financial condition and results of operation could be adversely affected.
9. We may be unable to accurately estimate costs under lump sum contracts, fail to maintain the quality and performance
guarantees under our lump sum contracts and we may experience delays in completing the construction of our projects,
which may increase our construction costs and working capital requirements, and may have a material adverse effect on our
financial condition, cash flow and results of operations.
Our construction contracts that we have entered in the past have been design and build contracts, item rate contracts, percentage
rate contracts and lump sum contracts. We derived ₹ 10,624.89 million, which was 92.15% of our revenue from operations in
Fiscal 2025 through projects with lumpsum contract. For lumpsum contracts, we estimate essential costs, such as the cost of
construction materials and direct project costs, at the time we enter into an lumpsum contract for a particular project and these
are reflected in the overall price that we charge our clients for our construction projects. However, these cost estimates are
preliminary, and at the time we submit bids for a project or enter into lump sum contracts, we may not have finalized these costs
in our related contracts with subcontractors, suppliers and other parties involved in the construction project. Our actual expense
in executing a project may vary substantially from the assumptions underlying our bid for various reasons, including,
34unanticipated increases in the cost of construction materials, fuel, labour or other inputs, unforeseen construction conditions,
including the inability of the client to obtain requisite environmental and other approvals resulting in delays and increased costs,
delays caused by local weather conditions and suppliers’ failures to perform. While there have been no instances in the Fiscals
2025, 2024 and 2023 where the actual expense incurred in executing a project has substantially exceeded our assumptions
underlying the respective bids made by us, we may in the future have to bear the cost of additional materials required to complete
the project, in case the client does not agree to cover the price of the same.
The construction projects undertaken by us generally takes between six months to five years to complete. We may suffer
significant cost overruns or even losses in these projects due to unanticipated cost increases resulted from a number of factors
such as changes in assumptions underlying our contracts, changes in applicable taxation structures or the scope of work,
procuring right of way, disruptions of the supply of raw materials due to factors beyond our control, unforeseen design or
engineering challenges, inaccurate drawings or technical information provided by clients, or force majeure events. Our
construction contracts may include provisions allowing for changes by our clients to the scope of work. Such provisions generally
allow us to reprice the contract and charge our client for any additional work.
We generally cannot reprice or renegotiate a lump sum contract once it has been entered into with our client. Despite the
escalation clauses in some of our contracts, our government clients may interpret the applicability of the escalation clauses in
their favour and we may experience difficulties in enforcing such clauses to recover the costs we incurred in relation to the
additional work performed at the clients’ requests or because of the change of scope of work. Our ability to pass on increases in
the purchase price or manufacturing cost of raw materials and other inputs may be limited in the case of contracts with limited
or no price escalation provisions and we cannot assure you that these variations in cost will not lead to financial losses to us. We
may have to bear risks associated with any increase in actual costs for construction activities exceeding the agreed work.
Depending on the size of the project, if any of these risks materialize, they could adversely affect our reputation and profitability,
which may in turn have an adverse effect on our cash flows, business, financial condition and results of operations.
Under our lump sum contracts, we also typically provide certain performance guarantees that require us to complete the
construction project in accordance with a specified timeline and to be responsible for the construction project maintaining a 3-
5% ratio for a specified time period, typically for up to 1 to 10 years after commissioning of the construction project. Any failure
to maintain these performance guarantees may subject us to penalties under our lump sum contracts, such as requiring us to
perform remediation work to meet the guarantees, pay liquidated damages or allowing the counterparty to terminate the lump
sum contract. As a result, we may face losses under a particular project, may not be able to achieve our expected margins and
may record an overall loss in the relevant financial period. While, as of March 31, 2025, there have been no liquidated damages
for time/cost overruns imposed upon us in relation to our projects, we cannot assure that we will not be required to pay any actual
liquidated damages as a result of such delays.
10. We may not be able to collect receivables due from our customers, in a timely manner, or at all, which may adversely affect
our business, financial condition, results of operations and cash flows. As of March 31, 2025, our total trade receivables
amounted to ₹ 763.04 million.
Our business depends on our ability to successfully obtain payments from our clients for the services provided by us. We typically
raise our invoice and maintain provisions against receivables and unbilled services. Set forth below are details of our trade
receivables and trade receivables as a percentage of revenue from operations as of the dates indicated.
Particulars As of
March 31, 2025 March 31, 2024 March 31, 2023
Trade receivables (₹ in million) 763.04 769.94 367.13
Trade receivables as a percentage of revenue from operations (in %) 6.62% 8.36% 5.94%
Any delays in our billing and settlement process could increase our trade receivables. We have experienced certain delays in
payment of our receivables during the last three Fiscals. For example, in one of our projects in Ladakh, we have experienced a
delay of 218 days in receipt of payments due to temporary shortage of funds available with our customer. Further, extraneous
factors such as changes in tariff regulations, interest rates, insurance and other costs or borrowing and lending restrictions, may
have a material adverse effect on trade receivables, our business, financial condition, growth prospects and results of operation
and profitability.
For the Fiscals 2025, 2024 and 2023, we had no bad / irrecoverable debtors / unbilled revenue written off. See also, “Restated
Consolidated Financial Information” on page 374. We cannot assure you that we will be able to collect our receivables on time
or at all, which could adversely affect our cash flows, results of operations and financial condition. We may also incur costs in
collecting payments from our customers and we may not be able to recover such costs.
In addition, we may, at times, be required to claim additional payments from our clients for additional work and costs incurred
in excess of the contract price or amounts not included in the contract price. However, our clients may interpret such additional
work and costs restrictively and dispute our claims, resulting in lengthy arbitration, litigation or other dispute resolution
proceedings, which we cannot assure that we can recover adequately. Although there have been no instances of dispute of claims
by our customers in the Fiscals 2025, 2024 and 2023, we cannot assure you there will not be any disputes in the future. Further,
we may incur substantial costs in collecting against our debtors and such costs may not be recovered in full or at all from the
debtors. We require significant working capital requirements in our business operations and such delays in the collection of
35receivables or inadequate recovery on our claims could adversely affect our business, cash flows, financial condition and results
of operations.
11. We intend to expand to other sectors, namely, airport runways, elevated roads and railway lines, where currently do not have
any experience. We cannot assure that we will be successful in implementing our growth strategies.
As disclosed in “Our Business – Our Strategies - Actively identify newer bid opportunities, expand our client base and increase
our Order Book” on page 300, we are actively looking to expand and initiate projects in the construction of airport runways,
elevated roads and railway lines. Our success will depend, in large part, on our ability to effectively implement our business
and growth strategies. We cannot assure you that we will be able to execute our strategies in a timely manner or within budget
estimates or that we will meet the expectations of our clients. We believe that our business and growth strategies will place
significant demands on our senior management and other resources and will require us to develop and improve operational,
financial and other internal controls. Further, our business and growth strategies may require us to incur further indebtedness.
Any inability to manage our business and growth strategies could adversely affect our business, financial condition and results
of operations. Therefore, our continued growth is intrinsically linked to our being able to maintain adequate internal systems,
processes and controls and our failure to maintain such systems could be an impediment to our growth.
Our inability to maintain our growth or failure to successfully implement our growth strategies within time and cost expectations
could have an adverse impact on the results of our operations, our financial condition and our business prospects. Further, we
cannot assure you that our future performance or growth strategy will be in line with our past performance or growth strategies.
12. If any of our projects are terminated prematurely, we may not receive payments due to us, which could adversely affect our
business, financial condition and results of operation.
Our agreements with clients which are government-owned entities and departments can be terminated prematurely by such
clients for several reasons, including:
• failure to comply with operational or maintenance standards prescribed under agreements;
• failure to provide, extend or replenish performance security required under agreements;
• failure to cure a default within the stipulated cure period;
• failure to achieve project milestones to complete a project within the prescribed timelines;
• abandonment or intention to abandon construction or operation of a project by us without the prior written consent of the
project owner;
• occurrence of a material adverse effect, as defined under our agreements;
• any assignment of rights, obligations, or assets by our Company or the relevant subsidiary;
• occurrence of a force majeure event, such as an act of god, act of war, expropriation or compulsory acquisition of any project
assets by the government, industrial strikes and public agitation;
• bankruptcy, insolvency, initiation of liquidation, dissolution, winding up or amalgamation of our Company or the relevant
subsidiary;
• failure to comply with any other material term of the relevant agreement;
• failure to perform work in accordance with the terms of the agreement or stoppage of work, resulting in a breach of our
agreements; or
• for convenience, with prior written notice.
If any of the foregoing occur, government-owned entities and departments may terminate our agreements with them and may
disqualify us in participation from any of their future bidding process for projects, which will adversely affect our business,
financial condition, cash flows and results of operations.
If our agreements are terminated for reasons attributable to the clients, we are typically entitled to receive a termination payment
in accordance with the terms of the agreement. However, we cannot assure you that our clients will actually make such payments
or that such payments will be adequate to recover our costs.
3613. Our projects are exposed to various implementation and other risks, including risks of time and cost overruns and termination
of contracts in case of delays in the completion of construction, which may adversely affect on our business, results of
operations and financial condition.
Since the commencement of our business in 2017, until as of March 31, 2025, our Company has completed over 29 projects
across 8 states with a consolidated contract value of around ₹ 21,176.24 million.
Under our agreements with government owned entities and departments, such authorities are typically required to secure rights
of way free from any encumbrances and obtaining licenses and permits for environment clearance. The ability of government
owned entities and departments to obtain right of way or environment clearance is beyond our control and any failure by them
to obtain such right of way or environment clearance, may cause project delays, cost overruns or even force us to change or
abandon the projects completely. Some of our clients have experienced certain delays in procuring rights of way in relation to
certain of our projects, for example, in relation to our project on construction of two-lane Aizal Bypass on Sairang-Phaibawk
section of NH-6, the government entity experienced certain issues in procuring rights of way at the project site. While such
delays experienced by our clients have not materially impacted us, we cannot assure you that such delays will not arise in the
future. In cases where the right of way to any part of the project site is not provided by the government owned entities and
departments, we may be entitled to damages. Similarly, we may be entitled to terminate the agreement in case of failure of the
government owned entities and departments to provide environment clearance.
We may be further subject to regulatory risks, financing risks and the risks that these projects may ultimately prove to be
unprofitable. Furthermore, we may have to incur additional unforeseen finishing work that the client requests at the time of the
handover of the project to them at the end of the concession period. While there has no instance in the past where we had to incur
additional unforeseen finishing work during handover of the project, such instances in the future could further lead to additional
costs not assessed in the cost estimates. Further, increases in the prices or limited availability of major raw materials and
engineering items could have an adverse effect on us. While our contracts include escalation clauses covering any increased
costs we may incur, we may suffer cost overruns or even losses in these projects due to unanticipated cost increases which may
not be covered in the escalation clauses of these contracts. Despite the escalation clauses in some contracts with government
owned entities and departments, such authorities may interpret the applicability of the escalation clauses in their favour and we
may experience difficulties in enforcing such clauses to recover the costs we incurred in relation to the work performed as per
the underlying contract.
Further, while our contracts with our clients have clauses which allow us to seek extension of time for completing our projects,
we may for unforeseen reasons, not be able to obtain extensions for projects and thereby face delays or time overruns. We cannot
assure you that we will be granted such extensions in the future. While such instances have not had a material impact on our
Company, we cannot assure you that such instances will not occur in future or have adverse impact on our cash flows, business,
results of operations and financial condition.
Subject to certain customary exceptions such as (i) occurrence and continuance of force majeure events that are not within our
control, or (ii) delays that are caused due to reasons solely attributable to our client, failure to adhere to contractually agreed
timelines or extended timelines could lead to encashment and appropriation of the bank guarantee or performance security. The
client may also be entitled to terminate our contracts in the event of delay in completion of the work if the delay is not on account
of any of the agreed exceptions. With respect to some of our projects, in the event of termination for any of the aforesaid reasons,
we may only receive partial payments under such agreements and such payments may be less than our estimated cash flows from
such projects. Further, we may not be able to obtain extensions for projects on which we face delays or time overruns. In addition
to the risk of termination by the client, delays in completion of projects may result in cost overruns, lower or no returns on capital
and reduced revenue for us thus impacting the project’s performance, as well as failure to meet scheduled debt service payment
dates and increased interest costs from our financing agreements for the projects.
14. Our Company depends on the skills and experience of our Promoters, Key Managerial Personnel and Senior Management
for our growth. The loss of their services may have a material adverse effect on our business, results of operations, financial
condition and cash flows.
Our operations are dependent on our Promoters, Key Managerial Personnel and Senior Management. The continued operations
and growth of our business is dependent upon our ability to attract and retain personnel who have the necessary and required
experience and expertise in the industry. Competition for qualified personnel with relevant industry expertise in India is intense.
A loss of the services of our Promoters, Key Managerial Personnel and our Senior Management may adversely affect our
business, results of operations, financial condition and cash flows. For changes in the Key Managerial Personnel and Senior
Management in the last three years, see “Our Management - Changes in the Key Managerial Personnel or Senior Management
in last three years” on page 364.
The loss of or our inability to replace such persons may restrict our ability to grow, execute our strategy, raise the profile of our
brand, raise capital, make strategic decisions or manage our operations, which may have an adverse effect on our business, results
of operations, financial condition and cash flows.
3715. We own majority of our equipment and mobilize such construction equipment at the beginning of each project resulting in
increased fixed costs to our Company. We also lease certain of our equipment. Further, in the event we are not able to
generate adequate cash flows and keep pace with technical and technological developments in the construction industry it
may have a material adverse impact on our operations.
Our business operations are dependent on owning and leasing construction equipment. We own large and modern construction
equipment and mobilize such equipment at the beginning of each project, resulting in increased fixed costs to our Company. As
of March 31, 2025, we owned a fleet of more than 1,307 major construction equipment (such as loaders, pavers and excavators
excluding vehicles and other equipment) with an aggregate net block value of ₹ 1,202.67 million (with gross block value of ₹
1,676.98 million). In addition to our owned fleet of construction equipment, we strategically lease additional machinery and
equipment such as tractors, transport vehicles, dozers, excavators etc on a project-specific basis to meet varying project
requirements and optimize operational efficiency. The amount incurred by our Company under such leasing agreements stood
at ₹ 109.34 million, ₹ 87.18 million and ₹ 117.86 million for Fiscals 2025, 2024 and 2023, respectively.
The table below indicates the details of our owned equipment for the relevant periods.
Particulars As of
Fiscal 2025 Fiscal 2024 Fiscal 2023
Equipment Cost (net block value) (in ₹
1,202.67 937.96 584.05
million)
As a % of total revenue from operations (in
10.43% 10.18% 9.44%
%)
As a % of total assets (in %) 11.42% 15.52% 20.37%
Further, our recent experience indicates that clients are increasingly developing larger, more technically complex projects in the
civil construction sector. To meet our clients’ needs, we must regularly update existing technology and acquire or develop new
technology for our engineering construction undertakings. In addition, rapid and frequent technology and market demand
changes can often render existing technologies and equipment obsolete, requiring substantial new capital expenditures and/or
write-downs of assets. Further, our failure to anticipate or to respond adequately to changing technical, market demands, may
affect our operations, reputation and profitability. The mobilization, maintenance and management of such equipment is critical
for timely completion of our projects. If we are unable to source equipment required for a certain project or if we are unable to
timely dispatch and mobilize our construction vehicles or machinery to worksites where they are required due to project delays,
unavailability of land, disputes or other problems with our work force such as work stoppages, strikes or political protests, our
operations could be disrupted and it could have a material adverse effect on our financial condition and operations. Further, in
the event we are unable to generate or maintain adequate revenues by successfully bidding for projects or recover payments from
our clients in a timely manner or at all, it could have a material adverse effect on our financial condition and operations.
Our estimate of the future requirement of equipment depends on, among other things, whether and when we will be awarded
new contracts. While our estimates are based upon best judgment, these estimates can be unreliable and may frequently change
based upon newly available information. In the case of large-scale projects where timing is often uncertain, it is particularly
difficult to predict whether or when we will be awarded the contract. Uncertainty of the contract being awarded, and its timing
can present difficulties in matching equipment leasing with the contract needs. If our Company does not receive future contract
awards or if a contract, is delayed or terminated, our Company could incur significant costs in the interim due to leasing and
mobilizing such equipment, which could have a material adverse effect on our profitability, financial condition and results of
operations and financial condition.
16. We face competition from other infrastructure construction companies when bidding for projects. If we are unable to compete
for and win projects, our business, prospects and financial condition could be adversely affected.
Our competition for each project varies based on the type of project, contract value and potential margins, the complexity and
location of the project, and risks relating to revenue generation. According to the CRISIL Report, our main competitors are
Ceigall India Limited, GR Infra Projects Limited, J Kumar Infra Limited, HG Infra Engineering Limited, KNR Construction and
PNC Infratech. For details of our competitors, see “Industry Overview – Competitive landscape for EPC players” and “Our
Business – Competition” on pages 271 and 325.
Tender processes are inherently competitive, often attracting numerous bidders, including those with greater industry experience,
financial resources, and technical capabilities. This intense competition can make it challenging to secure contracts, especially
when competing against companies with greater industry or local experience, and substantial financial, technical and other
resources which enables them to undertake larger projects or obtain better financing arrangements. In contrast, private contract
awards may involve negotiations with fewer competitors, potentially increasing the likelihood of securing the contract. Further,
due to the competitive nature of tenders, success rates can be highly variable. We may invest significant time and resources in
preparing bids without any guarantee of winning the contract. Accordingly, we cannot assure you regarding our future revenues.
Our ability to bid for and win projects is dependent on a number of factors including our ability to show experience in executing
large projects and to demonstrate that we have the right engineering and construction capabilities. Since we depend on tenders
for winning projects, we may not always meet pre-qualification criteria by ourselves, and as a result, we may need to partner or
collaborate with other companies. We also face competition from other bidders in a similar position looking for suitable JV
38counterparties for pre-qualification requirements. If we are unable to partner with other companies or lack the credentials to be
the partner-of-choice for other companies, we may lose the opportunity to bid for a particular project.
While service quality, technical ability, performance record, experience, health and safety records, the availability of skilled
personnel and sufficiency of financial resources are key factors in client decisions among competitors, price is often the deciding
factor in most tender awards. We cannot assure you that our bids will always be competitively priced. Our inability to effectively
manage such competitive pressures, could adversely affect our business, prospects and financial condition. Also see, “ – We
derived 98.86%, 85.29%, 57.00% of our revenue from operations for the Fiscals 2025, 2024 and 2023 respectively, from our
competitive bidding process and our financial condition would be materially and adversely affected if we fail to obtain new
contracts or our current contracts are terminated.” on page 28.
17. We may be exposed to liabilities arising from defects or faults during construction and risks of accidents that could cause
damage or loss to life and property which may adversely affect our business, financial condition, results of operations and
prospects.
Actual or claimed defects or defaults in construction quality during the construction of our projects, could give rise to claims,
liabilities, costs and expenses. We may, in the course of our operations, encounter construction faults on account of factors
including design, location, etc. related deficiencies arising in our projects. Any construction related faults typically result in
revision/modification to our design and engineering thereby resulting in increased interest cost due to delay, increase in estimated
cost of operations on account of additional work executed towards rehabilitation and further expenditure incurred towards
appointment of external consultants for assistance in revising our design. Additionally, during the construction period as well as
the warranty period after the completion of construction, we are usually required to cure construction defects at our own risk and
costs and our defect liability period is generally between 2 to 10 years in case of EPC projects and 15 years in case of HAM
projects, wherein we work on rectification of any defects or defaults in the execution of such projects, post which the completion
certificate for a particular project is received from the client. Further, during the maintenance period, a failure to repair or rectify
defects or deficiency within the prescribed period entitles the concessioning authority to reduce the monthly lump sum amounts
payable for maintenance. Further, penalties under HAM projects are levied based on number of days that any defects subsist and
therefore, in the event that defects last for a considerable number of days, we may be liable to pay substantial damages. We are
also required to pay liquidated damages for delays in completion of project milestones, which are often specified as a fixed
percentage of the contract price. Our clients are entitled to deduct the amount of damages from the payments due to us. Although
there have been no such instances in the last three years, and while we generally have a defect liability period under our
construction contracts, we cannot assure you that any claims in respect of the quality of our construction will not arise in the
future and would not affect our business or financial condition.
Further, we may not be able to recover such increased costs from our clients in part, or at all, for any defects observed in the
projects or damage caused to the project on account of the fault of our workers. and may further be subject to penalties, including
liquidated damages on account of such construction faults, delays or defects arising in our projects. While there have been no
such instances in the Fiscals 2025, 2024 and 2023, we cannot assure you that we will be liable to pay liquated damages due to
defects in our projects. Additionally, such construction faults may result in loss of goodwill and reputation and may furthermore
have a material and adverse impact on our eligibility in respect of future bids made by us towards projects, thereby affecting our
future operations and revenues. In the event of any material events which bring the quality of our undertakings could impact our
eligibility to bid for civil construction and other projects may be affected, or in the event any defects in our construction trigger
the extreme circumstances leading to termination or affect public interest, could lead to termination of our contracts blacklisting
of our registration as a civil constructor and therefore could adversely affect our business operations and result of operations.
We may further face slight delays in the estimated project completion schedule in respect of such projects on account of
additional works required to be undertaken towards rectifying such construction faults, and are dependent upon our customers
permitting extension of time of completion of such projects. In addition, if there is a customer dispute regarding our performance,
the client may delay or withhold payment to us. If we are ultimately unable to collect these payments, our profits would be
reduced. In the Fiscals 2025, 2024 and 2023, no money was withheld and not recovered from clients and written off in our
financials. Any instances of such claims, liabilities, costs and expenses, if not fully covered, could have an adverse effect on our
business, financial condition, results of operations, and prospects. We seek protection through our practice of covering risks
through contractual limitations of liability, indemnities and insurance. However, there can be no assurance that any cost
escalation or additional liabilities in connection with the development of such projects would be fully offset by amounts due to
us pursuant to the guarantees and indemnities, if any, provided by our contractors or insurance policies that we maintain. For
further details on our insurance coverage and related risks, see “Our Business – Insurance” and “ – Our insurance coverage may
be inadequate, which could have an adverse effect on our financial condition and results of operations” on pages 325 and 39.
18. Our insurance coverage may be inadequate, which could have an adverse effect on our financial condition and results of
operations.
Our operations are subject to hazards inherent to providing engineering and construction services, such as risk of equipment
failure, work accidents, fire, earthquake, flood and other force majeure events, acts of terrorism and explosions including hazards
that may cause injury and loss of life, severe damage to and the destruction of property and equipment and environmental
damage. We generally maintain insurance covering our assets and operations at levels that we believe to be appropriate, including
vehicle insurance, workmen’s compensation policies, and all risks policies. Risks of loss or damage to project works and
39materials are often insured jointly with our customers. However, we may not have sufficient insurance coverage to cover all
possible economic losses or our existing insurance coverage may not cover all possible economic losses. Set forth below are
details of our insurance coverage and insurance claims for the periods indicated.
(₹ in million except percentages)
As of
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Insurance coverage 1,583.00 1,353.10 860.68
Insurance coverage as a percentage of the written down value of our fixed assets 171.87% 159.55% 166.56%
Insurance claims 14.78 2.70 3.90
Insurance claims recovered 11.37 2.65 1.14
While we have not experienced any uninsured losses during the Fiscals 2025, 2024 and 2023, in the event of a substantial
uninsured future loss, our policies may not be sufficient to recover the full current market value or current replacement cost of
our assets.
We maintain a number of insurance policies to cover different risks related to our projects in accordance with the terms of our
agreements and best industry practices. Our insurance policies include contractor all-risks policies, workmen compensation,
vehicle and machinery policies. However, our insurance policies do not cover all risks and are subject to exclusions and
deductibles. The occurrence of an event for which we are not adequately or sufficiently insured or insured at all, or changes in
our insurance policies (including premium increases or the imposition of deductible or co- insurance requirements), could have
an adverse effect on our business, reputation, results of operations, financial condition and cash flows. Further, we cannot assure
you that renewal of our insurance policies in the normal course of our business will be granted in a timely manner, at an
acceptable cost or at all.
19. We are required to furnish bank and performance guarantees as part of our business. Our inability to arrange for such
guarantees, delays in providing such guarantees or the invocation of such guarantees may adversely affect our cash flows
and financial condition. As of March 31, 2025, we had provided bank and performance guarantees amounting to ₹ 1,774.38
million.
As part of our business, we are required to provide bank and performance guarantees in favor of our clients. These guarantees
are typically required to be furnished within a few days of the signing of a contract and in case of EPC projects remain valid
time until the end of defect liability period and in case of HAM projects, is typically released upon completion of about 35% of
the work under such projects. If we are unable to provide sufficient collateral to secure bank and performance guarantees, or if
there are delays by us in furnishing such guarantees, our ability to enter into new contracts or obtain adequate supplies could be
limited and could adversely affect our business, results of operations and financial condition. If we are unable to obtain
relaxations from our clients in the future, we may face challenges in providing bank and performance guarantees, which may
also affect our ability to win new contracts. Having to provide security to obtain performance bank and performance guarantees
also increases our loan-to-value ratio, thereby restricting our ability to access working capital facilities. Set forth below are
details of bank and performance guarantees provided to our customers, in each case as of March 31, 2025, 2024, and 2023.
(₹ in million)
As of
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Bank guarantees 506.22 348.45 509.11
Performance guarantees 1,268.16 1,406.68 575.65
We may be unable to fulfil our contractual obligations, resulting in the invocation of bank or performance guarantees. While
there have been no instances of invocation of bank or performance guarantees in the las three Fiscals, if any bank or performance
guarantees provided by us are invoked, our financial condition and cash flows may be adversely affected.
20. Our actual cost incurred in completing a project may vary substantially from the assumptions underlying our bid. We may
be unable to recover all or some of the additional expenses incurred, which could adversely affect our financial condition,
results of operation and cash flows.
Under our contracts with our customers, we are typically entitled to receive an agreed amount, subject to variations in our scope
of work. This amount is based on certain estimates underlying our bid including cost of construction materials, fuel, labour, sub-
contracting costs or other inputs, and construction conditions. However, our actual expenses in executing a project may vary
based on a change in any such assumptions. The cost of construction materials, fuel, labour and equipment maintenance
constitutes a significant part of our operating expenses. We are vulnerable to the risk of rising and fluctuating fuel, labour, steel
and cement prices, which are determined by demand and supply conditions in the global and Indian markets as well as
government policies. Any unexpected price fluctuations after placement of orders, shortage, delay in delivery, quality defects,
40or any factors beyond our control may result in an interruption in the supply of such materials and adversely affect our business,
financial performance, results of operations, and cash flows.
We have completed 19 projects during the Fiscals 2025, 2024 and 2023. Set forth below are details of the revenues we earned
from such projects, the costs we incurred on such project and our margins from such projects, which are, in each case contrasted
to the amounts estimated at the time of submission of our bids for such projects.
Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars Bid Actual Bid Actual Bid Actual
(₹ in million)
Revenue earned from projects 12,100.00 11,529.80 9,700.00 9,211.23 6325.00 6,185.11
(A)
Cost incurred on projects (B) 10,200.00 9,708.69 8,210.00 7,818.58 5,520.00 5,341.20
Margins (A-B) 1,900.00 1,821.11 1,490.00 1,392.65 805.00 843.91
Margins (in % terms) 15.70% 15.80% 15.36% 15.12% 12.72% 13.64%
Most of our customer contracts allow us to claim for an increase in certain construction costs. Typically, there are two types of
escalation clauses found in our contracts. The first category of clauses requires the customer to reimburse us in case of a variation
in the prices of key construction materials (such as, steel and cement) based on actual costs incurred. The second category of
clauses include a formula that splits the contract into pre-defined components such as cement, steel, other materials, plant and
machinery, labour and fuel; and links the escalation in amounts payable by the customer to pre-defined price indices published
periodically by the Government of India or other relevant authorities. If our cost overruns are greater than the increase in market
rates, we may not be able to recover all of our cost overruns. Further, some of our fixed-price contracts do not include any price
variation or escalation clauses, in which case we bear the entire risk of price increases.
We cannot assure you that we will not experience any cost overruns in the future. Further, the assumptions underlying our bid
are typically based on a pre-bid inspection / study that we conduct, comprising:
• undertaking a site visit along with engineers to study the project site;
• preparing a construction program and equipment list;
• preparation of an estimated bills of quantities, covering all the items required in the work (including sub-contracting costs).
Our pre-bidding studies are usually conducted in a short span of time, as part of our preparation and research for a potential bid
by us. Therefore, such studies are typically not exhaustive, because of which, in various instances, there have been deviations
from our estimates. Further, we may also need to seek additional financing to meet any consequent cost overruns, which may
not be available on attractive terms. Any significant deviations from the estimates could adversely affect our business, financial
condition and results of operations.
Further, we cannot assure you that our projects will be completed on schedule. If we do not complete projects on schedule, we
may be subject to penalties, liquidated damages or indemnity payments. During Fiscals 2025, 2024 and 2023, there were no
delays on projects, and accordingly, no damages where payable to customers on account of such delays.
21. Projects sub-contracted or undertaken through a joint venture may be delayed on account of non-performance of the joint
venture partner, principal or sub-contractor, resulting in delayed payments or non-enforcement of performance guarantee
issued by us, could lead to material adverse effect on our business, prospects, financial condition and results of operations.
Our Company, from time to time, enters into various agreements with other parties for the purposes of bidding and execution of
projects, whereby certain unincorporated vehicles are formed. For details of our Joint Operations, see “Our Subsidiaries and
Joint Operations – Joint Operations” on page 344. If other parties in our Joint Operations default on their duties, we will remain
liable for completion of the project. In such cases we may be required to commit additional resources to ensure that the project
is completed on schedule to avoid any claims for liquidated damages from customers. Such additional obligations could result
in reduced profits or, in some cases, significant losses. The inability of a Joint Operations counterparty to continue with a project
due to financial or other difficulties could mean that we may need to bear increased and possibly sole responsibility for the
completion of the project and bear a correspondingly greater share of the financial risk of the project. During the last three
Fiscals, there have been instances where our Joint Operations have failed to perform their obligations. Further, as on March 31,
2025, 3 of our ongoing projects were being undertaken through our project specific Joint Operations. Any disputes that may
arise between us and our Joint Operations may cause delays in completion or the suspension or abandonment of the project, and
we may not be able to recover the capital that we have invested. We may, in certain instances, fail to reach agreement on
significant decisions in a timely manner. We also cannot control the actions of our Joint Operations counterparties, including
41any non-performance, default by, or bankruptcy of, our partners, and we typically share liability or have joint and/or several
liability with our partners for such matters.
Our workforce requirements at our project sites includes personnel that we engage through sub-contractors. Further, we are also
typically engaged as a principal contractor for the construction of a project, and we rely on sub-contractors to complete a certain
portion of our work. We also incur certain sub-contractors expense for engaging workforce through independent contractors and
sub-contractors. Accordingly, the timing and quality of construction of our projects depend on the availability and skill of such
workforce of the sub-contractors engaged by us. While as of the date of this Draft Red Herring Prospectus, we do not directly
engage with contract labourers, considering the nature of our business, we may directly engage contract labourers in the future.
Our dependence on such contract labour may result in significant risks to our operations, relating to the availability of such
contract labourers, especially during peak periods in labour intensive sectors such as ours or in case of other disruptions.
Set forth below are details of our subcontracting expenses for the periods indicated.
2025 2024 2023
Particulars (₹ in million) (% of total (₹ in million) (% of total (₹ in million) (% of total
expenses) expenses) expenses)
Subcontracting expenses 3,747.35 38.60 3,115.20 39.84 2,167.46 40.58
For further details, see “Restated Consolidated Financial Information” on page 374. We also rely on third-party equipment
manufacturers or suppliers to provide the equipment and materials used for construction of our projects, and other vendors for
IT services such as network infrastructure, communications, maintenance of websites and cyber security.
Engaging sub-contractors is subject to certain risks, including difficulties in overseeing performance, delays which may arise on
account of being unable to hire suitable subcontractors, or losses as a result of unexpected sub-contracting cost overruns. Since
sub-contractors have no direct contractual relationship with our customers, we are subject to risks associated with non-
performance, late performance or poor performance by our sub-contractors. As a result, we may incur additional costs, or be
exposed to liability arising from poor performance by subcontractors, which may impact our business, reputation and
profitability, and may result in litigation or other claims against us. While we may attempt to seek compensation from the relevant
subcontractors, we cannot assure you that we will be successful in such a claim.
Further, if sub-contractors engaged by us fail to obtain government or third-party approvals, we may be subject to claims by
government authorities or third parties. While there have not been any instances where our Company has been made liable for a
failure of a sub-contractor to obtain government or third-party approvals during the Fiscals 2025, 2024, and 2023, any such
instances in the future may adversely affect our reputation and business.
In addition, if we are unable to hire qualified subcontractors or find competent equipment manufacturers or suppliers, our ability
to successfully complete a project could be affected. If the amount we are required to pay for subcontractors, equipment or
supplies exceeds our estimates, we may suffer losses. If a supplier, manufacturer, or sub-contractor fails to provide supplies,
equipment or services on agreed terms, we may be required to source these supplies or equipment from another supplier or find
a replacement for such a sub-contractor (as the case may be) at higher costs than anticipated, which could adversely affect our
business, profitability, financial condition and results of operations.
22. Our projects are exposed to various risks and other uncertainties, and our risk management and project selection framework
may be inadequate, which may adversely affect our business, results of operations and financial condition.
Our operations are subject to various risks including execution risks inherent to civil construction, risks attributable to the
construction methodology involved, design risks and political risks.
Execution risks include the risk of equipment failure, work accidents, fire or explosions, hazards that may cause injury and loss
of life, severe damage to and destruction of property and equipment, and environmental damage. Other execution risks include
construction delays, delays or disruptions in supply of raw materials, unanticipated cost increases, force majeure events, and cost
and time overruns. We may be further subject to risks such as:
• engineering problems;
• disputes with workers;
• unanticipated costs due to defective plans and specifications;
• inability to furnish required guarantees;
42• delays faced by our clients in obtaining regulatory approvals and/or permits for our projects, such as environmental
clearances, mining, forestry or other approvals from environmental protection agencies, mining, forestry, railway or other
regulatory authorities;
• delays in land acquisition by the government and procuring right of way and other unanticipated delays;
• shortages of, and price increases in, materials and skilled and unskilled labour, and inflation in key supply markets;
• inability to procure labourers through sub-contractors and stoppages of work by labourers of such sub-contractors;
• inability to procure construction materials, including on account of shipping delays;
• spread of infectious diseases at our project sites, resulting in temporary shutdown of operations;
• equipment failure or industrial accidents that may cause injury and loss of life, and severe damage to and destruction of
property and equipment; and
• other unanticipated circumstances.
Further, if the government-owned entities and departments are not able to acquire the lands for undertaking the projects, or right
of way thereto or are able to procure only part of such lands, our revenues may proportionately be adversely impacted.
Additionally, execution risks are compounded on projects which are executed in difficult conditions, such as rough weather
conditions, high seas, high altitudes or rugged terrains.
If any or all of these risks materialize, we may suffer significant cost overruns or losses. We cannot assure you that our projects
will be completed on schedule or at all or that we will recover our investments. If there are delays in the completion of projects,
our customers may dispute our invoices or seek to renegotiate the terms of our contracts, or in case of significant delays, seek to
terminate our contracts or we may lose any early completion bonus that we could have received. We may also be subject to
penalties, liquidated damages or indemnity payments under the terms of our contracts with our customers and will also not be
entitled to early-completion bonuses if projects are delayed. While there were no delays in completion of projects during the
Fiscals 2025, 2024 and 2023, we cannot assure you that there will be no such delays in completion of our projects in the future.
Further, if the completion of a project is delayed, we may not be able to allocate our resources, including equipment and human
resources, to newer projects, which could adversely affect our business, financial condition, results of operations and cash flows.
We cannot assure you that we will be able to successfully anticipate all the risks involved on the project or that the anticipated
benefits will materialize, either of which could adversely affect our business, financial condition, results of operations and cash
flows.
23. Any inability to manage our employees, equipment base or inventory could result in shortages or underutilization, which
could adversely affect our profitability.
We depend on a large workforce, equipment base and inventory of construction materials for the execution of projects, and
maintain a workforce, equipment base and inventory based upon our current and anticipated workloads. As of March 31, 2025
our equipment base included such as pavers, hydra, motor graders, tractors, excavators, tandem rollers, transportation vehicles.
For further details, see “Our Business – Project Cycle – Human Resources” and “Our Business – Project Cycle – Equipment”
on pages 323 and 320, respectively. We also maintain an inventory of construction materials such as cement, bitumen, glass,
wood, diesel, grit material and and light diesel oil, based on the requirements of each project.
While we have not experienced shortages in the availability of skilled and experienced employees during the Fiscals 2025, 2024
and 2023, we cannot assure you that will not face shortages in the future. We estimate our future workload largely based on
whether and when we will receive certain new contract awards. While our estimates are based upon our best judgment, these
estimates can be unreliable and may frequently change based on newly available information. In a project where timing is
uncertain, it is particularly difficult to predict whether or when we will receive a contract award.
The uncertainty of contract awards and timing can present difficulties in matching the size of our workforce, equipment base
and inventory with our contract needs. In planning our growth, we add to our workforce, equipment base and inventory when
we anticipate additional contracts. We may further incur substantial equipment loans if we purchase additional equipment in
anticipation of receiving new orders. Further, our equipment inventory is used as collateral to secure our loan repayment
obligations. If we do not meet our obligations under our loan agreements, our lenders may take possession of our equipment.
While there have not been any instances where we have failed to meet our obligations under our loan agreements during the
Fiscals 2025, 2024 and 2023, a failure to comply with our loan agreements in the future may adversely affect our business,
reputation and financial condition.
43If we do not receive future contract awards or if these awards are delayed or reduced, we may incur significant costs in
maintaining an under-utilized workforce, equipment base and inventory and may further lack working capital to pay our loan
instalments on time or at all, which could adversely affect our business, profits and results of operations.
24. We have incurred significant indebtedness. Our inability to meet our obligations, including financial and other covenants
under our debt financing arrangements and any delay in obtaining consents from our lenders may limit our ability to pursue
our business and could adversely affect our business, financial condition, results of operations and cash flows.
Our projects are capital intensive and require us to incur indebtedness for working capital and procurement of construction
equipment loans. Our business requires a large amount of working capital to finance the purchase of materials, machinery and
the performance of engineering, construction and other work on the projects before payments are received from the client. Our
Company and Subsidiaries has availed loans and bank facilities in the ordinary course of business, primarily for funding working
capital and capital expenditure requirements. As of June 30, 2025, our outstanding borrowing was ₹ 8,975.26 million. For further
details, see “Financial Indebtedness” on page 477.
We may need to incur additional substantial indebtedness in the future. However, we cannot assure you that we will be able to
obtain such financing on commercially reasonable terms or at all. Our ability to borrow and the terms of our borrowings will
depend on our financial condition, the stability of our cash flows, general market conditions for infrastructure companies,
economic and political conditions in the markets where we operate and our capacity to service debt in the current environment.
Our ability to meet our debt service obligations and our ability to repay our outstanding borrowings will depend primarily upon
the cash flow generated by our businesses. We cannot assure you that we will generate sufficient revenue from our businesses
to service existing or proposed borrowings. If we fail to meet our debt service obligations, our lenders could declare us to be in
default under the terms of our borrowings and may accelerate the maturity of our obligations. Further, defaults under one of our
financing facilities may trigger cross defaults under remaining facilities, leading to a substantial portion or all of our debt
becoming payable simultaneously or at an early stage, including for projects currently under construction. We cannot assure you
that, in the event of any such acceleration, we would have sufficient resources to repay these borrowings. Accordingly, any such
acceleration would have an adverse effect on our cash flows and, consequently, business, prospects, financial condition and
results of operations.
In addition:
• our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes
may be impaired in the future;
• a substantial portion of our cash flow from operations may be dedicated to the payment of principal and interest on our
indebtedness, thereby reducing the funds available to us for other purposes, especially meeting working capital
requirements;
• we may be exposed to the risk of increased interest rates; and
• our flexibility to adjust to changing market conditions and ability to withstand competitive pressures could be limited, and
we may be more vulnerable to a downturn in general economic conditions in our business or may be unable to carry out
capital spending that is necessary or important to our growth strategy.
Our Company has received the following credit ratings from Crisil Ratings as of April 29, 2025:
Particulars Ratings
Long Term Rating Crisil A-/ Positive
Short Term Rating Crisil A2+
Our credit ratings, which are intended to measure our ability to meet our debt obligations, are a significant factor in determining
our finance costs. The interest rates of certain of our borrowings may be significantly dependent on our credit ratings. A
downgrade of our credit ratings could lead to greater risk with respect to refinancing our debt and would likely increase our cost
of borrowing and adversely affect our business, financial condition, results of operations and prospects.
If our cash flow and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay
capital expenditure, sell assets including stakes in our Subsidiaries, seek additional equity capital, or restructure our debt. In the
future, our cash flow and capital resources may not be sufficient for interest or principal payments on our indebtedness, and any
remedial measures may not be successful and therefore may not permit us to meet our scheduled debt service obligations.
A substantial portion of our borrowings carry interest at rates that are either linked to one-year marginal cost of fund-based
lending rate determined by our lenders which is fixed for periods of one year or at rates that are fixed, subject to adjustment at
specified intervals. Accordingly, we may not be able to benefit from any downward movement in interest rates during any given
year.
44Additionally, our financing agreements generally include various conditions and covenants that require us to obtain lender
consents prior to carrying out certain activities and entering into certain transactions such as effecting a change in the equity,
shareholding pattern, ownership, control or management of our Company. Under these financing agreements, consents from the
respective lenders are required for and in connection with the Issue. Our Company has received all required consents from the
relevant lenders in relation to the Issue. However, our Material Subsidiaries have applied for all required consents from the
relevant lenders and are awaiting for the receipt of the consents. There can be no assurance that we will be able to obtain consents
necessary to take the actions that we believe are required prior carrying out certain activities and entering into certain transactions
such as effecting a change in the equity, shareholding pattern, ownership, control or management of our Material Subsidiaries.
Any failure to comply with the conditions and covenants, in the financing agreement entered by our Material Subsidiaries, that
is not waived by the lenders cured could lead to a termination of our credit facilities, foreclosure on our assets, acceleration of
all amounts due under such facilities, trigger cross-default provisions under certain of our other financing agreements, any of
which could adversely affect our financial condition and our ability to conduct our business and implement our business plans.
Breaches of our financing arrangements, including the aforementioned terms and conditions, may result in termination of the
relevant credit facilities, levy of penal interest, having to immediately repay our borrowings, and enforcement of security. While
there have been no breaches of any restrictive covenants or events of defaults under any of our loan covenants during the Fiscals
2025, 2024 and 2023, we cannot assure you that we will be able to comply with our current financing agreements or continue to
access funds, including by way of short-term borrowings, on acceptable terms or at all. We may be restricted from obtaining
alternative financing by the terms of our existing or future debt instruments. Any acceleration of amounts due under our facilities
may also trigger cross default provisions under our other financing agreements. Any of these circumstances could adversely
affect our business, credit ratings, prospects, results of operations and financial condition. Moreover, any such action initiated
by our lenders could adversely affect the price of the Equity Shares.
25. We rely on a number of third party suppliers for our key components, materials and stock-in-trade as well as customer support
services including product repairs and returns. Any shortfall in the supply of our components and raw materials or an
increase in our component or raw material costs, or other input costs, may adversely affect the pricing and supply of our
products and have an adverse effect on our business, results of operations and financial condition.
Our principal raw materials include but are not limited to cement, bitumen, glass, wood, diesel, grit material and and light diesel
oil. The following table sets forth our consolidated cost of materials consumed and our consolidated cost of materials consumed
as a percentage of our consolidated expenses in the relevant periods:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
In ₹ million As a % of total In ₹ million As a % of total In ₹ million As a % of total
consolidated consolidated consolidated
expenses (%) expenses (%) expenses (%)
Consolidated cost of 2,533.05 26.09% 2,558.32 32.72% 1,633.40 30.58%
materials consumed
We rely on a number of suppliers for our raw materials, components and stock-in-trade which are an integral part of our
equipment and systems as well as suppliers for our customer support services. Further, we rely on a limited number of suppliers
for some of our raw materials, including but not limited to fuel, cement, sand and admixture. While we have not historically
encountered problems with availability, and our global sourcing team has mitigated these risks by increasing inventory for some
of these materials and completed advanced preparation, this does not ensure that we will continue to have timely access to
adequate supplies of essential materials and components in the future or that supplies of these materials and components will be
available on satisfactory terms when needed.
Our costs of raw materials, components and stock-in-trade attributed to our top 10 suppliers for Fiscals 2025, 2024 and 2023,
are as follows:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
In ₹ million As a % of total In ₹ million As a % of total In ₹ million As a % of total
Consolidated Consolidated Consolidated
Total Purchase Total Purchase Total Purchase
(%) (%) (%)
Costs of materials 829.26 25.36% 1,373.93 48.80% 1,040.79 58.29%
consumed attributed to top
10 suppliers
Delayed supplies from our suppliers may in turn result in delay in completion of projects by us to our clients and we may incur
liquidated damages. While there have been no such instances in the Fiscals 2025, 2024 and 2023, we cannot assure you that we
will be liable to pay liquated damages due to a delay in delivery of raw materials from our suppliers. Prices are negotiated for
each purchase order and we generally have more than one supplier for each component or raw material. The terms and conditions
including the return policy are set forth in the purchase orders. We are also subject to the risk that one or more of our existing
suppliers may discontinue their operations, which may adversely affect our ability to source raw materials at a competitive price.
Our suppliers may enter into exclusive arrangements with our competitors or other non-competing manufacturing companies
45and we may be unable to obtain alternative sources for our raw materials, components and stock-in-trade at commercially
reasonable prices, or at all, or enter into alternative arrangements with other manufacturing partners. Any increase in component
or raw material prices may result in corresponding increases in our product costs. A failure to maintain our required supply of
raw materials, and any inability on our part to find alternate sources for the procurement of such raw materials, on acceptable
terms, could adversely affect our ability to deliver our cryogenic equipment and systems to clients in an efficient, reliable and
timely manner, and adversely affect our business, results of operations and financial condition.
We are also required to negotiate product and performance warranties and related insurance, for ourselves and our clients, with
suppliers. Our failure to negotiate the product and performance warranties and procure insurances from suppliers for the required
scope and period or at all, exposes us to the risks of compensating our clients for any defects in the raw materials. Where the
warranty period by our suppliers is shorter in duration than our warranty obligations under the contract, we may be exposed to
further claims in case of defects and this may materially and adversely affect our profitability and financial condition. While
there have been no instances of defects claimed in the Fiscals 2025, 2024 and 2023, we cannot assure you we will not be subject
to claims pursuant to defects in the future.
We also make advance payments in connection with our procurement agreements for equipment and materials used in our
operations. We may not be able to recover such advance payments and would suffer further losses if any subcontractor, supplier
or specialist agency fails to fulfil its delivery obligations under its contract, including failing to provide sufficient quantities of
materials of such quality as specified in the contract. Any negotiation or litigation arising out of disputes with subcontractors,
suppliers and specialist agencies could distract management from the day-to-day operation of our business, subject us to
potentially significant legal expenses, the forfeiture of our advance payments to these subcontractors, suppliers and specialist
agencies and interrupt our operations, which could materially and adversely affect our business, financial condition and results
of operations.
26. We cannot assure you that we will be able to successfully execute our growth strategies, which could affect our business,
prospects, results of operations and financial condition.
As part of our growth strategy, we seek to leverage our growth prospects in new states such as Kerela, Gujarat, Odisha, West
Bengal, Punjab and Arunachal Pradesh. Our growth strategies could place significant demand on our management and our
administrative, technological, operational and financial infrastructure. See also, “– We are dependent on a number of key
personnel, including our Promoters and senior management, and the loss of, or our inability to attract or retain such persons
could adversely affect our business, results of operations and financial condition” on page 53. We also require skilled domain
experts, including engineers, architects, contract managers, and administrative staff, to grow our business.
Further, the execution of our growth strategies requires us to focus on business development initiatives. We cannot assure you
that our business development initiatives will yield results in the form of contract awards.
In addition, if we raise additional funds for our growth through debt, our interest and debt repayment obligations will increase,
and we may be subject to additional restrictive covenants. Further, our management may also change its view on the desirability
of current strategies, and any resultant change in our strategies could put significant strain on our resources. See also “– We have
incurred significant indebtedness. Our inability to meet our obligations, including financial and other covenants under our debt
financing arrangements and any delay in obtaining consents from our lenders may limit our ability to pursue our business and
could adversely affect our business, financial condition, results of operations and cash flows” on page 44.
In addition, expansion into new geographic regions will subject us to various challenges. If we are unable to successfully execute
our growth strategies, our business, prospects, results of operations and financial condition could be adversely affected.
27. Our Company, Promoters, Directors, Subsidiaries, Key Managerial Personnel and members of Senior Management are or
may be involved in certain legal proceedings and any adverse decision in such proceedings may adversely affect our business,
financial condition and results of operations.
Our Company, Promoters, Directors, Key Managerial Personnel and members of Senior Management are or may be involved
in certain legal proceedings. These legal proceedings are pending at different levels of adjudication before various courts and
tribunals. The following table sets forth a summary of the litigation involving our Company, Promoters, Directors, Subsidiaries,
Key Managerial Personnel and members of Senior Management in accordance with the materiality policy adopted by our
Board. For further details of such outstanding legal proceedings, see “Outstanding Litigation and Material Developments” on
page 480.
Name of Entity Criminal Tax Proceedings Statutory or Disciplinary Material civil Aggregate amount
Proceedings (direct and Regulatory actions by SEBI litigation involved (₹ in
indirect tax) Proceedings or Stock million)^
Exchanges
against our
Promoters
Company
By our Company Nil N.A. N.A. N.A. Nil Nil
46Name of Entity Criminal Tax Proceedings Statutory or Disciplinary Material civil Aggregate amount
Proceedings (direct and Regulatory actions by SEBI litigation involved (₹ in
indirect tax) Proceedings or Stock million)^
Exchanges
against our
Promoters
Against our 2 2 1^^ N.A. 1 61.07^^
Company
Directors (other than Promoters)
By our Directors Nil N.A. N.A. N.A. Nil Nil
Against our Nil Nil Nil N.A. Nil Nil
Directors
Promoters
By our Promoters Nil N.A. N.A. N.A. Nil Nil
Against our Nil Nil 1^^ Nil Nil 0.26^^
Promoters
Subsidiaries
By our Nil N.A. N.A. N.A. Nil Nil
Subsidiaries
Against our Nil Nil Nil Nil Nil Nil
Subsidiaries
Key Managerial Personnel and members of Senior Management (other than Promoters)
By our Key 1 N.A.* N.A. N.A. N.A.* 0.03
Managerial
Personnel and
Senior
Management
Against our Key Nil N.A.* Nil N.A. N.A.* Nil
Managerial
Personnel and
Senior
Management
^To the extent ascertainable.
*In line with the requirements under the SEBI ICDR Regulations, our Company is required to disclose only outstanding criminal, statutory or regulatory
proceedings involving our Key Managerial Personnel and members of Senior Management.
^^ Our Company and Chet Ram Dhariwal, our Chairman and Managing Director have suo moto filed an adjudication application for the adjudication of
contravention of Rules 14(3) & (4) of Companies Prospectus and Allotment of Securities) Rules, 2014. Pursuant to the adjudication application under Section
450 of the Companies Act,, our Company, certain of our Directors (who are also our Promoters) and certain erstwhile directors of our Company received two
show cause notices each, dated September 17, 2025, from the RoC imposing a of penalty of ₹ 20,000 against each of the Company, certain of our Directors and
certain erstwhile directors of our Company, aggregating to ₹ 0.26 million. For details, see “Outstanding Litigation and Material Developments - Actions by
statutory or regulatory authorities against us” on page 481”
Further, on the basis of the Materiality Policy for identification of Group Companies, there is no company which has been
identified as our Group Company. Accordingly, there are no litigations involving our Group Companies which may have a
material impact on our Company. We cannot assure you that legal proceedings will be settled in our favour or at all, or that no
additional liability will arise out of these proceedings. Further, such proceedings could divert our management’s time and
attention and consume financial resources in their defense or prosecution. Further, an adverse outcome in any of these proceedings
may affect our reputation, standing with customers and future business, and could adversely affect our business, financial
condition and results of operations.
28. We require various statutory and regulatory permits and approvals in the ordinary course of our business, and our failure to
obtain, renew or maintain them in a timely manner may adversely affect our operations.
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” on page 327. In addition, we require several registrations and licences for undertaking various projects in the ordinary
course of our business. These registrations and licences include those required to be obtained or maintained under applicable
legislations governing taxation matters, environmental clearances and labour-related registrations of the particular state in which
we operate. We also require certain consents, licenses, registrations, permissions and approvals required for carrying out our
business activities for each of our verticals. For instance, we have applied for but not received certain approvals in relation to
the on-going projects of our Company, such as registration under the Contract Labour (Regulation and Abolition) Act, 1970 and
Building and Other Construction Workers Act, 1996. For further information on our key approvals and licenses, see
“Government and Other Approvals – Material Approvals applied for but not received” on page 488. If we fail in the future to
obtain or retain any of these approvals or licenses, or renewals thereof, in a timely manner, or at all, our projects may be adversely
affected.
There are certain statutory approvals relating to our ongoing projects or material approval which are not applied for, namely
Contract Labour (Regulation and Abolition) Act, 1970, Building and Other Construction Workers Act, 1996, the Water
47(Prevention and Control of Pollution) Act, 1972, and the Air (Prevention and Control of Pollution) Act, 1981 since the
requirement to obtain such licenses are triggered at latter stages of the project development cycle.
Further, several of the licenses and approvals required in relation to our projects are subject to local state or municipal laws,
including the renewal of approvals, that expire from time to time, in the ordinary course of our business. The approvals required
by us are subject to numerous conditions and we cannot assure you that these would not be suspended or revoked in the event of
non-compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action. We have
obtained a significant number of, but not all, approvals, licenses, registrations and permits that we require from the relevant
authorities. While we endeavor to comply with the terms of our licenses and approvals and obtain pending approvals, we cannot
assure you that we will be able to do so in a timely manner or at all.
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.
Failure to renew, maintain or obtain the required permits or approvals may result in the interruption of our operations and may
adversely affect our business, financial condition and results of operations.
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 non-compliance 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. Our
Company has also not applied for certain approvals as of the date of this Draft Red Herring Prospectus, details of which have
been provided in “Government and Other Approvals” on page 485. We cannot assure you that we will be able to obtain such
approvals in a timely manner or at all, failing which our business operations may be adversely affected.
29. There have been certain instances of delays in payment of statutory dues by our Company. Any further delays in payment of
statutory dues may attract financial penalties and may adversely affect our business, financial condition and results of
operations.
The table below sets out details of amounts in respect of which there were delays in payments of statutory dues by us for the
below mentioned periods:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Employee provident fund (includes employer’s Nil
0.30 Nil
and employees’ contribution)
Employee state insurance corporation 0.07
contribution (includes employer’s and employees’ 0.10 Nil
contribution)
Professional tax 0.07 0.06 0.35
Tax deducted at source 1.08 2.13 0.53
Goods and services tax Nil Nil Nil
Income tax Nil Nil Nil
The aforementioned delays in payment of statutory dues were on account of administrative delays. Any future delays in payments
of statutory dues could attract financial penalties from government authorities, which could adversely affect our reputation and
financial condition.
30. We have contingent liabilities, and our financial condition could be adversely affected if any of these contingent liabilities
materialized.
The following is a summary table of our contingent liabilities as at March 31, 2025:
(₹ in million)
Particulars March 31, 2025
Demands raised by income tax authorities 0.14
Demands raised by Indirect tax authorities 2.92
Total 3.06
If these liabilities materialize, we may have to fulfil our obligations, which could have an adverse effect on our business, financial
condition and results of operations. Furthermore, there can be no assurance that we will not incur similar or increased levels of
contingent liabilities in the current Fiscal or in the future. For details in relation to our contingent liabilities as at March 31, 2025,
see “Restated Consolidated Financial Information – Note 39 – Contingent liability” on page 417.
4831. Compliance with, and changes in, environmental, health and safety laws and regulations or stringent enforcement of existing
environmental, health and safety laws and regulations may result in increased liabilities and increased capital expenditures
may adversely affect our cash flows, business results of operations and financial condition.
Our operations are subject to environmental, health and safety and other regulatory and/ or statutory requirements in the
jurisdictions in which we operate. See also “Key Regulations and Policies” on page 327. We cannot assure you that compliance
with such laws and regulations will not result in delays in completion, an increase in our costs or otherwise have an adverse
effect on our financial condition, cash flows and results of operations. Further, construction activities in India are also subject to
various health and safety laws and regulations. Accidents, in particular fatalities, may adversely affect our reputation and may
result in fines and/or investigations by public authorities as well as litigation from injured workers or their dependents. See also
“– Our projects are exposed to various risks and other uncertainties, and our risk management and project selection framework
may be inadequate, which may adversely affect our business, results of operations and financial condition” on page 37.
Non-compliance with these laws and regulations, could expose us to civil penalties, criminal sanctions and revocation of key
business licenses.
In case of any change in environmental or pollution regulations, we may be required to invest in, among other things,
environmental monitoring, pollution control equipment, and emissions management. We cannot assure you that our costs of
complying with current and future environmental laws and other regulations will not adversely affect our business, results of
operations or financial condition. In addition, we could incur substantial costs, and we could face other sanctions, if we were to
violate or become liable under environmental laws. Our potential exposure includes fines and civil or criminal sanctions, third-
party property damage or personal injury claims and clean-up costs.
32. We have made certain errors and omissions in our corporate records including secretarial filings made with RoC in the past.
We cannot assure you that regulatory proceedings or actions will not be initiated against us in the future and that we will not
be subject to any penalty imposed by the competent regulatory authority in this regard.
Our Company has, inadvertently, made certain errors and omissions in the corporate records including secretarial filings in the
past. In relation to the allotment dated June 22, 2016, our Company inadvertently made certain clerical errors namely, (i) not
mentioning the name and address of the valuer in form PAS-4 in relation to the allotment; (ii) incorrect date of signing of form
PAS-4 (iii) incorrect allotments mentioned in the offer letter in relation to the allotment and (iv) typographical error in the board
resolution authorising the allotment wherein it stated that the allotment of Equity Shares were made for “other than cash” instead
of “cash” consideration. Further, in relation to the allotment dated May 29, 2017, our Company inadvertently made certain
clerical errors namely (i) not mentioning the name and address of the valuer in form PAS-4 in relation to the allotment; (ii)
incorrect date of signing of form PAS-4 and (iii) typographical error in the board resolution authorising the allotment wherein it
stated that the allotment of Equity Shares were made for “other than cash” instead of “cash” consideration.
Accordingly, our Company along with Chet Ram Dhariwal, our Chairman and Managing Director, filed a suo moto application
dated September 12, 2025, before the RoC under Section 454 of the Companies Act, for the adjudication of contravention of
Rules 14(3) & (4) of Companies Prospectus and Allotment of Securities) Rules, 2014 (“Adjudication Application”). In relation
to the Adjudication Application, our Company, certain of our Directors and certain erstwhile directors of our Company received
two notices each, dated September 17, 2025, from the RoC to show cause as to why action should not be taken for imposition of
penalty amounting to ₹ 0.26 million against the Company, certain of our Directors and certain erstwhile directors of our
Company, under Rules 14(3) & (4) of Companies Prospectus and Allotment of Securities) Rules, 2014. Our Company, the
Directors and few of the certain erstwhile directors of our Company who received such show cause notices filed their responses
to show cause notices. We may also be subject to similar regulatory actions and penalties for any such past or future non-
compliances and our business, financial condition and reputation may be adversely affected.
Further, the Company had availed certain loans between February 2017 and July 2023. Out of these, in a few instances, the
Company inadvertently omitted to file the particulars of charges with the Registrar of Companies, although, at present, these
loans have since been fully repaid with no-objection certificates duly obtained from the concerned lenders. While no proceedings
or actions have been initiated against the Company in this regard so far, there can be no assurance that such proceedings or
actions (including imposition of any penalties) will not be initiated in the future.
We cannot assure you that there will not be any discrepancies or errors in our filings in the future, which may subject us to
regulatory actions and/or penalties in the future. We may also be subject to regulatory actions and penalties for any past or
future non-compliances in corporate filings by our Company. In the event there is an outcome which is unfavourable to our
Company, it will have an adverse effect on our business, financial condition and reputation. We may also be subject to regulatory
actions and penalties for any such past or future non-compliances and our business, financial condition and reputation may be
adversely affected.
33. Our business is subject to fluctuations due to seasonal, climatic and other factors.
Our business and operations may be subject to fluctuations due to seasonal, climatic and other factors which may restrict our
ability to carry on activities related to our projects and fully utilize our resources. Heavy, sustained or unseasonal rainfall or other
49extreme weather conditions such as cyclones could result in delays or disruptions to our operations during critical periods and
cause severe damages to our premises and equipment. This may result in delays in execution of projects and reduce our
productivity.
During periods of curtailed activity due to adverse weather conditions, we may continue to incur operating expenses. Adverse
seasonal developments may also require the evacuation of personnel, suspension or curtailment of operations, resulting in
damage to construction sites or delays in the delivery of materials. Any such fluctuations may adversely affect our business,
financial condition, results of operations and cash flows.
34. Our projects may be adversely affected by public and political oppositions, conflicting local interests, elections and protests.
The construction and operations of our projects may face oppositions from the local communities where these projects are located
and from special interest groups. In particular, the public, the forest authorities, mining department and other authorities may
oppose our operations due to the perceived negative impact it may have on the environment, which may cause suspension or
delay to our construction or operations until the disputes are resolved. There may be negative publicity about us made by
opposing interest groups in local media due to our construction activities. While there have not been any such instances in the
past, however, such negative publicity could have an adverse effect on our business, financial condition, results of operations,
and prospects.
We may also be required by the local authorities or communities to provide jobs to the local labour market or provide other
benefits. In addition, we may be adversely affected by political events such as protests and general strikes in the states where we
operate, especially when such events take place on or close to our construction sites. Local and national elections often strain
government and community resources and government’s decisions in respect of accepting new bids or awarding new
construction contracts may be delayed when substantial resources are dedicated to meeting voter’s needs. During these elections,
we may not have enough manpower to conduct our business normally and may further experience other difficulties such as
heavy traffic, blocked roads and delivery delays. Voters or protestors may occupy our land, conduct various activities on or close
to our construction sites to express their views and disrupt our operations. Such events may also disrupt the normal contract
awarding or decision-making processes and cause us to lose business or incur significant costs. In these events, our business,
financial condition and result of operations may be materially and adversely effected despite force majeure conditions generally
being included in our contracts in order to mitigate such losses.
35. We may face difficulties in meeting our trade payables obligations, which could adversely affect our liquidity, reputation and
business relationships.
We purchase various goods and services from our suppliers and sub-contractors for the execution of our projects, and we are
required to make payments to them as per the agreed terms and conditions. Set forth below are details of our current and non-
current trade payables as of the dates indicates.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Curr ent Non-current Curr ent Non-current Curr ent Non-current
Trade payables (₹ in 749.47 - 966.16 - 455.55 -
million)
Our trade payables have increased over time due to the growth in our business operations, which has led to higher volumes of
purchases from suppliers and sub-contractors. Additionally, extended payment terms negotiated with suppliers to manage cash
flows and the impact of inflation on the cost of goods and services have contributed to the increase.
We may face difficulties in meeting our trade payables obligations on a timely basis or at all due to various reasons, such as
delays or defaults in receiving payments from our customers, cash flow mismatches, unforeseen expenses, disruptions in our
operations, adverse economic conditions, or changes in regulations or policies. Any failure or delay in meeting our trade payables
obligations could adversely affect our liquidity, reputation and business relationships. We may also incur additional costs, such
as interest, penalties, legal fees or damages, or face claims or litigation from our suppliers or sub-contractors. Further, we may
lose the trust and confidence of our suppliers or sub-contractors, which could result in reduced availability or quality of goods
and services, increased prices, or termination of contracts. Any of these consequences could adversely affect our business,
financial condition, results of operations and cash flows.
36. Our business development efforts involve considerable time and expense, and our revenues may not justify expenses incurred
towards business development efforts.
As part of our business development efforts, we invest considerable time evaluating potential projects and preparing our bids,
and in educating potential customers about our organizational capabilities. We also incur costs in making pre-qualification
applications, conducting pre-bid inspections, and preparing tendering documents. For details see “Our Business – Project Cycle”
on page 318.
Our results of operations depend on winning contract awards. Our customers may make decisions to award projects based in part
or entirely on factors, or perceived factors, not directly related to our technical capabilities, including, among others, that
50customer’s projections of business growth, economic conditions, preferences for particular contractors, and favorable terms
offered by competitors. Our business development and bidding efforts require a significant investment of human resources,
expense and time, including by our senior management, and we cannot assure you that we will be successful in generating project
awards. If our business development efforts do not result in sufficient revenue to justify our costs, our business, financial
condition, and results of operations could be adversely affected.
37. Obsolescence, destruction, theft, and breakdowns of our equipment or failures to repair or maintain equipment may adversely
affect our business, cash flows, financial condition and results of operations.
We maintain a large inventory of equipment. We are exposed to associated operational risks such as the obsolescence of
equipment, destruction, theft or major equipment breakdowns, or failure to repair our equipment, which may result in project
delays and cost overruns. Obsolescence, destruction, theft, or breakdowns of our equipment may significantly increase our capital
expenditure and the depreciation recorded on our plants and equipment and change the way our management estimates the useful
life of our plants and equipment. We may not be able to acquire new equipment or repair damaged equipment in time or at all.
Further, some of our equipment may be costly to repair. Set forth below are details of our property and plant and equipment for
the periods indicated.
(₹ in million)
As of
Particulars
Fiscal 2025 Fiscal 2024 Fiscal 2023
Property, plant and equipment 1,279.34 994.92 627.25
We may also experience significant price increases due to supply shortages, inflation, transportation difficulties or unavailability
of bulk discounts. For further details, see “Management’s Discussion and Analysis of Results of Operations – Significant Factors
Affecting Results of Operations – Key Project Expense Drivers” on page 450. While we have not experienced any significant
price increases due to supply shortages, inflation, transportation difficulties or unavailability of bulk discounts, we cannot assure
you that such obsolescence, destruction, theft, breakdowns, repair or maintenance failures or price increases will be adequately
covered by our insurance policies and will not adversely affect our business, cash flows, financial condition and results of
operations.
38. Any failure to protect our intellectual property rights may adversely affect our business, financial condition and results of
operation.
We have made an application for the wordmark “DHARIWAL BUILDTECH LIMITED” in class 37 under the Trademarks Act,
which is currently pending. For details, see “Our Business – Description of our Business – Intellectual Property” and
“Government and Other Approvals –Intellectual Property related approvals” on pages 325 and 489.
Our existing trademarks may expire, and we cannot assure you that we will be able to renew them after expiry. Our pending and
future trademark applications may not be approved. We may be unable to prevent third parties from seeking to register, acquire,
or otherwise obtain trademarks or service marks that are similar to, infringe upon or diminish the value of our trademarks and
our other intellectual property rights.
In addition, our current or future trademarks or other intellectual property rights may be challenged by third parties or invalidated
through administrative process or litigation. Failure to successfully obtain and maintain such registrations could impact our use
of such trademarks, which in turn could adversely affect our business and operations.
39. We incur significant employee benefits expense. An increase in employee costs, including on account of changes in
regulations, may prevent us from maintaining our competitive advantage and may reduce our profitability.
We incur various employee benefits expense, including salaries and bonus, contribution to provident and other funds and staff
welfare expenses. Set forth below are details of our employee benefits expenses for the periods indicated.
2025 2024 2023
Particulars
(% of revenue (% of revenue (% of revenue
(₹ in million) (₹ in million) (₹ in million)
from operations) from operations) from operations)
Employee benefits 634.09 5.50% 424.48 4.61% 346.47 5.60%
expense
Salaries and wages may increase in the future due to various factors, including ordinary course pay increases, a raise in minimum
wage levels, enhancement in social security measures, competition for talent or through changes in regulations in the jurisdictions
in which we operate. For instance, such an increase may arise in India on the implementation by the Government of India of its
labour codes, namely (i) the Code on Wages, 2019; (ii) the Code on Social Security, 2020; (iii) the Occupational Safety, Health
and Working Conditions Code, 2020; and (iv) the Industrial Relations Code, 2020, each as amended from time to time. Our
profit margins may be adversely impacted if we are unable to pass on such increases in expenses to our customers.
51Unless we can maintain appropriate resource utilization levels, continue to increase the efficiency and productivity of our
employees, and effectively transition personnel from completed projects to new projects, the increase in employee benefits
expense in the long term may reduce our profit margins, which in turn may adversely affect our results of operations and financial
condition.
40. Current margin levels may not be indicative of the future growth.
Our Company participates in the competitive bidding processes and satisfies the prescribed qualification criteria. In our business,
our ability to bid for EPC and HAM projects is based on our pre-qualification credentials which is based on our technical
capability and performance, reputation for quality, safety record, financial strength and experience in similar projects undertaken
in the past. While we have been operating profitably, our Company from time to time, bids for projects on lower margins than
our competitors. Accordingly, we cannot guarantee growth on such rate with existing low margins on projects.
41. Our funding requirements and proposed deployment of the Net Proceeds are based primarily on management estimates and
our management will have broad discretion over the use of Net Proceeds. The utilisation of the Net Proceeds may be subject
to change based on various factors, some which are beyond our control. Further, any change or variation in the utilisation
of Net Proceeds from the terms and conditions stated in this Draft Red Herring Prospectus shall be subject to compliance
requirements, including among other things, prior Shareholders’ approval.
Our Company intends to utilise ₹ [●] million from the Net Proceeds towards the following objects: (i) repayment or prepayment
of all or a portion of certain outstanding borrowings availed by our Company; (ii) investment in our Material Subsidiaries for
repayment or prepayment of all or a portion of certain of its outstanding borrowings; (iii) funding capital expenditure for purchase
of construction equipment by our Company; and (iv) general corporate purposes. For further details, see “Objects of the Issue”
on page 98.
We cannot predict whether these initiatives will result in increase in efficiency of operations, or an overall increase in profits.
Further, there is no guarantee that deployment of the Net Proceeds as mentioned above will generally have a positive impact on
our operations of business. Our deployment of the Net Proceeds has been determined primarily on the basis on management
estimates, historic expenses and funding patterns for our business, current circumstances of our business and prevailing market
conditions. We operate in a highly competitive and dynamic industry and we may have to revise our funding requirements and
deployment from time to time on account of various factors beyond our control, such as a change in regulatory environment
under which we operate, requirements of business pursuant to a change in consumer behaviour, consumer confidence, or
consumer preferences, increasing compliance cost due to increasing regulations, our Board’s analysis of business requirements,
competitive landscape, economic trends as well as general factors that affect our business, results of operations, financial
conditions, access to capital such as credit availability, interest rate levels, wars, pandemics and epidemics or any other force
majeure events.
Our Company, in accordance with the policies established by the Board from time to time, will have the flexibility to deploy the
Net Proceeds and further, pending utilisation of such Net Proceeds, the Company will temporarily deposit such Net Proceeds
with one or more scheduled commercial banks included in Second Schedule of the Reserve Bank of India Act, 1939, as may be
approved by the Board. Accordingly, prospective investors will need to rely on our management’s judgement with respect to the
steps taken in the interim pre-utilisation of Net Proceeds and we cannot assure you that we will earn a significant interest income
on, or that we will not suffer unanticipated diminution in the value of, such temporary deposits.
Furthermore, various unanticipated risks and uncertainties, such as economic trends and business requirements, competitive
landscape, regulatory factors, as well as general factors that affect our business operations may delay our deployment of the Net
Proceeds and adversely affect our business and future growth.
In accordance with Sections 13(8) and 27 of the Companies Act 2013, we cannot undertake any variation in the utilisation of the
Net Proceeds 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.
42. Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial
institution or any other independent agency.
We intend to utilise the Net Proceeds of the Issue for purposes as set forth in “Objects of the Issue” on page 98. The funding
requirements mentioned for the objects of the Issue are based primarily on internal management estimates in view of past
expenditures, and have not been appraised by any bank or financial institution. They are based on current conditions and is
subject to change in light of changes in external circumstances, costs, other financial conditions or business strategies, financial
conditions, regulatory framework, etc.
52Various risks and uncertainties, including those set forth in this section, may limit or delay our efforts to use the Net Proceeds.
Accordingly, use of Net Proceeds for purposes identified by our Board may not result in growth of business, increased
profitability or a substantial increase in value..
43. We have entered into, and will continue to enter into, related-party transactions, including project execution contracts,
borrowings, equipment hire, investments, advances, and property rentals, which may potentially involve conflicts of interest.
We have in the past entered into transactions with several related parties. For details of our related party transactions for the
Fiscals 2025, 2024 and 2023, see “Issue Document Summary – Summary of related party transactions” on page 23.
While all such related party transactions that we have entered into have been conducted at arm’s length with approvals from the
Audit Committee, the Board and/or our shareholders, as applicable, and in accordance with applicable laws, we cannot assure
you these arrangements 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, cash flows and prospects. The transactions we
have entered into and any future transactions with our related parties may have involved or could potentially involve conflicts
of interest which may be detrimental to our Company. After the completion of the Issue, all related-party transactions that our
Company may enter into will be subject to Audit Committee, Board or shareholder approval, as may be required under the
Companies Act, 2013 and the SEBI Listing Regulations. We cannot assure you that such approvals will be received in a timely
manner or at all. Further, we cannot assure you that such transactions, individually or in the aggregate, will not have an adverse
effect on our financial condition and results of operations or that our Company could not have undertaken such transactions on
more favorable terms with any unrelated parties or that any dispute that may arise between us and related parties will be resolved
in our favor.
44. Our Promoters have provided personal guarantees for certain loan facilities obtained by our Company. Any failure or default
by our Company to repay such facilities in accordance with their terms could trigger repayment obligations which may
adversely affect our Promoters and our business and operations.
Our Promoters have provided personal guarantees towards loan facilities taken by our Company. For further information, see
“Our Promoters and Promoter Group – Interest of Promoters” on page 370. Any default or failure by our Company to repay
these loans in a timely manner, or at all, could trigger repayment obligations of our individual Promoters. Such repayment
obligations could impact our Promoters ability to effectively service their obligations, thereby affecting our business, results of
operations and financial condition. Since April 1, 2022, none of one of our Promoters or any other related entity has defaulted
on, or withdrawn from, any of our guaranteed loan facilities.
45. Our Company has pledged some of its equity shares held in the Material Subsidiaries in favour of security trustees on behalf
of certain lenders. In the event that any of these encumbrances are enforced, it may dilute the shareholding of our Company
in our Material Subsidiaries, which could adversely affect our business, financial condition and reputation.
As on the date of this Draft Red Herring Prospectus, certain of our shareholding in our Material Subsidiaries, Mahishi Bakaur
Highways Private Limited (“Mahishi”) and Chorma Bairgania Highways Private Limited (“Chorma”) were pledged in favour
of security trustees on behalf of certain lenders pursuant to agreements entered into by the Company with NHAI for certain
HAM Projects.
Mahishi entered into a concession agreement dated April 3, 2023 with NHAI in relation to ‘rehabilitation, up-gradation and
construction of two lane from Bakaur to Parsama in Bihar’ and availed secured loans in form of bank guarantee from Union
Bank of India (“Lender 1”) whereby our Company pledged 30% of its shareholding held in Mahishi in favour of Lender 1.
Further, in relation to the concession agreement dated June 21, 2023, entered into by Chorma with NHAI for ‘the rehabilitation
and upgradation of the Chorma-Bairgania section of National Highway 227 to two lanes in the state of Bihar’, Chorma availed
secured loans from Canara Bank (“Lender 2”) whereby our Company pledged 30% of its shareholding in Chorma in favour of
Lender 2. If our Material Subsidiaries fail to meet repayment obligations or otherwise comply with the terms of relevant financing
documents, the encumbrances on the Company’ shareholding could be enforced, which may result in a change in control of our
Material Subsidiaries, which could, in turn, adversely affect our business, financial condition and reputation.
46. We are dependent on a number of key personnel, including our Promoters and senior management, and the loss of, or our
inability to attract or retain such persons could adversely affect our business, results of operations and financial condition.
We are highly dependent on our Promoters, Directors, Key Managerial Personnel and certain members of the Senior
Management for formulating our business strategies and managing our business. For further information, see “Our Management”
on page 346. Our ability to meet continued success and future business challenges depends on our ability to attract, recruit and
retain experienced, talented and skilled professionals. The market for skilled employees is extremely competitive, and the process
of hiring employees with the necessary skills requires the diversion of significant time and resources. The specialized skills we
require can be difficult and time-consuming to acquire and develop and, as a result, such skilled personnel are often in short
supply. To attract and retain top talent, we have had to offer, and we believe we will need to continue to offer, competitive
compensation and benefits packages.
53We may need to invest significant amounts of cash and equity to attract and retain new employees and expend significant time
and resources to identify, recruit, train, and integrate such employees, and we may never realize returns on these investments.
The table below provides details of the attrition rate of our employees for the Fiscals 2025, 2024, and 2023:
Particulars Fiscals
2025 2024 2023
Attrition Rate (in %) 53.71% 36.32% 31.98%
Note: Attrition rate is calculated as number of employees left divided by average number of employees during the year.
For details of changes in Key Managerial Personnel in the last three years, see “Our Management – Changes in Key Management
Personnel during the last three years” on page 364. The loss of the services of our Senior Management, any Key Managerial
Personnel or any skilled employee and our inability to locate suitable or qualified replacements or our inability to recruit or train
a sufficient number of experienced personnel or our inability to manage the attrition levels in different employee categories may
incur additional expenses which could severely disrupt our business and have an adverse effect on our financial results and
business prospects.
We cannot assure you that we will be able to retain our staff or find adequate replacements in a timely manner, or at all.
Competition for skilled personnel in the EPC industry is intense, and we may need to increase our levels of employee
compensation, including share-based compensation, to attract and retain our staff. Even if we were to offer higher compensation
and other benefits, there is no assurance that these individuals will continue to work for us or that we will successfully attract
new talent. We may also require significant time to hire and train replacement personnel when skilled personnel terminate their
employment with us. The loss of the services of our staff could adversely affect our business, results of operations and financial
condition.
47. None of our Directors have experience in being directors of listed companies in India.
While our Directors have considerable industry experience, none of them are directors, or have been directors, of listed
companies and may not be subject to, or familiar with, the compliance requirements and scrutiny of SEBI, the stock exchanges
or any other regulatory or government authority that is typical for listed companies in India. Accordingly, to such extent, their
guidance may be limited, which may affect our Company’s effectiveness in ensuring compliance as a listed company under
applicable Indian laws, including in terms of internal controls, disclosures and governance. We cannot assure you that this lack
of experience may not have an adverse impact on our operations as a listed company.
48. Certain of our Subsidiaries and Joint Operations, are engaged in the similar line of business as our Company and may
compete with us, which may result in conflict of interest.
Certain of our Subsidiaries and Joint Operations are engaged in the similar line of business as that of our Company, and
accordingly, there are certain common pursuits amongst our Subsidiaries, Joint Operations and our Company. For further
details, see “Our Subsidiaries and Joint Operations” on page 340. We cannot assure you that such companies will not compete
with us in similar markets or our existing business or any future business that we may undertake or that we will be able to
suitably resolve such a conflict without an adverse effect on our business. Any such present and future conflicts may have an
adverse effect on our reputation, business and results of operations.
49. Our Promoters will continue to retain control over our Company after completion of the Issue, which will allow them to
influence the outcome of matters submitted for approval of our shareholders.
As on the date of this Draft Red Herring Prospectus, our Promoters hold 99.63% of the paid-up equity share capital of our
Company. For further details on their shareholding pre and post-Issue, see “Capital Structure” on page 84. After the completion
of the Issue, our Promoters will continue to hold 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 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 expenditure or any other matter requiring 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. The interests of our Promoters
as our controlling shareholders could conflict with our interests or the interests of our other shareholders. We cannot assure you
that the Promoter 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 information in relation to the interests of our Promoters
in our Company, see “Our Management” and “Our Promoter and Promoter Group” on pages 346 and 367, respectively.
50. Certain premises used by us are not registered in our name and are located on leased premises. There can be no assurance
that these lease agreements will be renewed upon termination or that we will be able to obtain other premises on lease on
same or similar commercial terms.
Certain premises used by us, including our Registered and Corporate Office are located on leased premises, and we do not own
any of these premises. In the event such leases are not renewed or are terminated, it could adversely affect our operation unless
54we arrange for similar premises. If we are unable to continue or renew such leases on same or similar terms or find alternate
premises on lease on similar terms or at all, it may affect our business operations. For information relating to properties that we
have leased, see “Our Business –Property” on page 325. Further, some of our lease agreements may not be adequately stamped
or duly registered which may render then inadmissible as evidence in legal proceedings and impact our ability to enforce these
agreements or attract penalty. This may adversely impact the continuance of our operations and business.
51. If we are unable to establish and maintain an effective system of internal controls and compliances, our businesses and
reputation could be adversely affected.
We manage our internal compliance by monitoring and evaluating internal controls and taking reasonable steps to maintain
appropriate procedures for relevant statutory and regulatory compliances. As risks evolve and develop, internal controls must be
reviewed on an ongoing basis. Maintaining internal controls requires human diligence and is therefore subject to lapses in
judgment and failures that result from human error. Any such errors can affect the accuracy of our financial reporting, resulting
in a loss of investor confidence and a decline in the price of the Equity Shares. We cannot assure you that deficiencies in our
internal controls will not arise, 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, in a timely manner or at all, which may have an adverse effect on our
business operations and financial condition.
52. Industry information included in this Draft Red Herring Prospectus has been derived from an industry report commissioned
and paid for by us as well as exclusively prepared for the purposes of the Issue. There can be no assurance that such third-
party statistical, financial and other industry information is either complete or accurate.
We have availed the services of an independent third party research agency, CRISIL Intelligence, to prepare an industry report
titled “Assessment of the Indian roads sector” dated September 2025 for purposes of inclusion of such information in this Draft
Red Herring Prospectus. The CRISIL Report is subject to various limitations and based upon certain assumptions that are
subjective in nature. Our Company commissioned and paid for this report for the purpose of confirming our understanding of
the industry in connection with the Issue. The CRISIL Report has been exclusively prepared for the purposes of the Issue. All
such information in this Draft Red Herring Prospectus indicates the CRISIL Report as its source. Accordingly, any information
in this Draft Red Herring Prospectus derived from, or based on, the CRISIL Report should be read taking into consideration the
foregoing.
Further, due to possibly flawed or ineffective collection methods or discrepancies between published information and market
practice and other problems, the statistics herein may be inaccurate or may not be comparable to statistics produced for other
economies and should not be unduly relied upon. In addition, there is no assurance that they are stated or compiled on the same
basis or with the same degree of accuracy as may be the case elsewhere. Statements from third parties that involve estimates are
subject to change, and actual amounts may differ materially from those included in this Draft Red Herring Prospectus.
Accordingly, prospective investors should not place undue reliance on, or base their investment decision solely on this
information. While these industry sources and publications may take due care and caution while preparing their reports, they do
not guarantee the accuracy, adequacy or completeness of the data.
The prospective investors should not place undue reliance on, or base their investment decision solely on this information. You
should consult your own advisors and undertake an independent assessment of information in this Draft Red Herring Prospectus
based on, or derived from, the CRISIL Report before making any investment decision regarding the Issue. See “Industry
Overview” on page 192.
53. Our ability to pay dividends in the future will depend on our earnings, financial condition, working capital requirements,
capital expenditures and restrictive covenants of our financing arrangements.
Our ability to pay dividends in the future will depend on a number of factors including our earnings, financial condition, cash
flow, working capital requirements, capital expenditure and restrictive covenants of our financing arrangements. Our Board in
their meeting held on July 15, 2025 has approved the formal dividend policy of the Company, which includes parameters to be
considered by the Board for declaration of dividend, with an objective of rewarding the shareholders of the Company. We have
not declared and paid dividend in the last three Fiscals. Any future determination as to the declaration and payment of dividends
will be at the discretion of our Board and will depend on factors that our Board deems relevant, including among others, our
future earnings, financial condition, cash requirements, sufficient profitability, working capital requirements and capital
expenditure requirements, business prospects and any other financing arrangements. The declaration and payment of dividends,
if any, will be recommended by our Board and approved by our Shareholders, at their discretion, in accordance with provisions
of our Articles of Association and applicable law, including the Companies Act. For further details, see “Dividend Policy” on
page 373. We may retain all future earnings, if any, for use in the operations and expansion of the business. As a result, we may
not declare dividends in the foreseeable future. We cannot assure you that we will be able to pay dividends in the future.
Accordingly, realization of a gain on Shareholders’ investments will depend on the appreciation of the price of the Equity Shares.
There is no guarantee that our Equity Shares will appreciate in value.
54. Failure, inadequacy or breach of our IT systems or unauthorized access to our confidential information could adversely
affect our business, financial condition, cash flows and results of operations.
55We store confidential information in our information systems, networks, and facilities, including valuable trade secrets and
intellectual property, corporate strategic plans, and personally identifiable information, such as employee information. 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.
Although we have not experienced a major disruption in our operations due to failure of such systems, 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
production and business processes, which could adversely affect our business, financial condition, cash flows and results of
operations. Further, we do not maintain any cybercrime insurance policies.
IT systems are vulnerable to system inadequacies, network failure, hardware failure, operating failures, service interruptions or
failures, security breaches, malicious intrusions or cyber-attacks from a variety of sources. Although our IT systems have not
been subject to major system inadequacies, interruptions, breaches, intrusions or cyber-attacks in Fiscals 2025, 2024 and 2023,
we cannot assure you that we will not encounter such incidents in the future.
We also depend on licensed software subscriptions 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.
We 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
breaches could lead to the loss of trade secrets or other intellectual property or could lead to the public exposure of personal
information (including sensitive personal information) of our employees and others. In the Fiscals 2025, 2024 and 2023, we have
not been subject to material incidents of such data security breaches. We have implemented IT infrastructure and governance
policies and procedures relating to, among other things, data storage, procurement, deployment, maintenance and disposal of
devices, user authentication and document storage. We employ security systems, including firewalls and password encryption,
designed to minimize the risk of security breaches but we cannot assure you that these security measures will be successful.
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.
55. Certain Non-GAAP financial measures and other statistical information relating to our operations and financial
performance have been included in this Draft Red Herring Prospectus. These Non-GAAP financial measures are not
measures of operating performance or liquidity defined by Ind AS and may not be comparable with those presented by other
companies.
Certain Non-GAAP financial measures and other statistical information relating to our operations and financial performance
such as EBITDA, EBITDA Margin, PAT, PAT Margin, Net Debt to EBITDA ratio, Total Debt to Equity ratio, etc., have been
included in this Draft Red Herring Prospectus. We compute and disclose such Non-GAAP financial measures and other statistical
information relating to our operations and financial performance as we consider such information to be useful measures of our
business and financial performance. These Non-GAAP financial measures are supplemental measures of our performance and
liquidity that is not required by, or presented in accordance with, Ind AS. These Non-GAAP financial measures should not be
considered in isolation or construed as an alternative to cash flows, profit/(loss) for the years/ period or any other GAAP and
Non-GAAP measures 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, these Non-GAAP
financial measures are not standardized terms, hence a direct comparison of these Non-GAAP financial measures between
companies may not be possible.
We track such operating metrics with internal systems, disclosure and control procedures and tools, but our methodologies may
change over time. If such internal systems, controls, procedures and tools undercount or overcount performance, the data we
report may not be accurate. While these numbers are based on what we believe to be reasonable estimates, there are inherent
challenges and limitations with respect to how we measure data. This may also affect our understanding of certain details of our
business, which could affect our long-term strategies. If we discover material inaccuracies in the operating metrics we use, or if
they are perceived to be inaccurate, our reputation may be harmed, and our evaluation methods and results may be impaired,
which could negatively affect our business. If investors make investment decisions based on operating metrics that are inaccurate,
we may also face potential lawsuits or disputes with investors or regulators.
5656. A portion of the Net Proceeds may be utilized for repayment or pre-payment of certain borrowings availed by our Company
from HDFC Bank Limited, which is one of our Book Running Lead Managers.
We propose to utilize a portion of the Net Proceeds towards repayment or pre-payment of certain loans availed by our Company
from HDFC Bank Limited in part or full. While HDFC Bank Limited is one of our Book Running Lead Managers, they are not
associates of our Company in terms of the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992. The
loans sanctioned to our Company by HDFC Bank Limited were done as part of its lending activities in the ordinary course of
business and we do not believe that there is any conflict of interest under the Securities and Exchange Board of India (Merchant
Bankers) Regulations, 1992, as amended, or any other applicable SEBI rules or regulations. The Board of Directors of our
Company has chosen the loans and facilities to be repaid/prepaid based on commercial considerations. For further information,
see “Objects of the Offer - Repayment or prepayment of all or a portion of certain outstanding borrowings availed by our
Company” on page 99. However, there can be no assurance that the repayment/prepayment of such loans from the Net Proceeds
to the above Book Running Lead Managers or their affiliates will not be perceived as a current or potential conflict of interest.
57. We may not be able to recognize unbilled revenues in a timely manner or at all, which may adversely affect our financial
condition and results of operations.
We recognize revenues from our contracts based on the percentage of completion method, which involves estimating the progress
of our work and the costs to complete each project. As a result, we may have significant amounts of unbilled revenues, which
represent revenues recognized in excess of amounts invoiced to our customers. Our ability to realize our unbilled revenues
depends on several factors, including the timely completion and acceptance of our projects, and the resolution of any disputes or
claims with our customers. We cannot assure you that we will be able to realize our unbilled revenues on a timely basis or at all,
which could adversely affect our cash flows, working capital and profitability.
EXTERNAL RISKS
Risks Relating to India
58. Political, economic or any other prevailing conditions in India that are beyond our control may have an adverse effect on
our business, results of operations, financial condition, and cash flows.
Our Company is incorporated in India and derives the majority of its revenue from operations in India. Consequently, our
performance and the market price of the Equity Shares may be affected by interest rates, government policies, taxation, and other
social, political and economic developments affecting India. The Indian economy and capital markets are influenced by
economic, political and market conditions in India and globally. Adverse economic developments, such as rising fiscal or trade
deficit, in other emerging market countries may result in a loss of investor confidence and cause increased volatility in Indian
securities markets and indirectly affect the Indian economy in general. Any of these factors could depress economic activity and
restrict our access to capital, which could have an adverse effect on our business, results of operations, financial condition and
cash flows and reduce the price of our Equity Shares.
We are dependent on prevailing economic conditions in India and our results of operations are affected by factors influencing
the Indian economy. The following external risks may have an adverse impact on our business and results of operations, should
any of them materialize:
• increase in interest rates may adversely affect our access to capital and increase our borrowing costs, which may constrain
our ability to grow our business and operate profitably;
• any exchange rate fluctuations, the imposition of currency controls and restrictions on the right to convert or repatriate
currency or export assets;
• any scarcity of credit or other financing in India, or change in India’s credit rating, resulting in an adverse effect on
economic conditions in India and scarcity of financing of our developments and expansions;
• political instability, resulting from a change in government or economic and fiscal policies, may adversely affect economic
conditions in India. In recent years, India has implemented various economic and political reforms. Reforms in relation to
land acquisition policies and trade barriers have led to increased incidents of social unrest in India over which we have no
control;
• changes in India’s tax, trade, fiscal or monetary policies, such as the application of GST;
• instability in other countries and adverse changes in geopolitical situations;
• protectionist and other adverse public policies, including local content requirements, import/export tariffs, increased
regulations or capital investment requirements;
• strikes, lock-outs, work stoppages or increased wage demands by employees, suppliers or other service providers;
• civil unrest, acts of violence, terrorist attacks, regional conflicts, or war;
• India has experienced epidemics and natural calamities such as earthquakes, tsunamis, floods and drought in recent years;
• instability in the financial markets and volatility in, and actual or perceived trends in trading activity on India’s principal
stock exchanges;
• a decline in India’s foreign exchange reserves which may affect liquidity in the Indian economy;
57• macroeconomic factors and central bank regulation, including in relation to interest rates movements which may in turn
adversely impact our access to capital and increase our borrowing costs;
• high rates of inflation in India could increase our costs without proportionately increasing our revenues, and as such
decrease our operating margins;
• epidemics, pandemics, or any other public health concerns in India or in countries in the region or globally, including in
India’s various neighbouring countries, such as the contagious COVID-19 pandemic, the highly pathogenic H7N9, H5N1
and H1N1 strains of influenza in birds and swine. Any future outbreaks of COVID-19, avian or swine influenza or a similar
contagious disease could adversely affect the Indian economy and economic activity in the region;
• downgrading of India’s sovereign debt rating by an independent agency; and
• international business practices that may conflict with other customs or legal requirements to which we are subject to,
including anti-bribery and anti-corruption laws; being subject to the jurisdiction of foreign courts, including uncertainty of
judicial processes and difficulty enforcing contractual agreements or judgments in foreign legal systems or incurring
additional costs to do so.
Any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian economy, could adversely
affect our business, results of operations, financial condition and cash flows and the price of the Equity Shares. Our performance
and the growth of our business depend on the overall performance of the Indian economy as well as the economies of the regional
markets in which we operate. Moreover, we are dependent on the various policies, initiatives and schemes proposed or
implemented in India, however, there can be no assurance that such policies, initiatives and schemes will yield the desired results
or benefits which we anticipate and rely upon for our growth.
59. Changing laws, rules or regulations and legal uncertainties in India, including adverse application of taxation laws and
regulations, may adversely affect our business, results of operations, financial condition and cash flows.
The regulatory and policy environment in which we operate is evolving and is subject to change. Such changes, including the
instances mentioned below, may adversely affect our business, results of operations, financial condition, cash flows and
prospects, to the extent that we are unable to suitably respond to and comply with any such changes in applicable law and policy.
The Government of India may implement new laws or other regulations and policies that could affect the EPC industry in general,
which could lead to new compliance requirements, including requiring us to obtain approvals and licenses from the Government
and other regulatory bodies, or impose onerous requirements. New compliance requirements could increase our costs or
otherwise adversely affect our business, financial condition, cash flows and results of operations. Further, the manner in which
new requirements will be enforced or interpreted can lead to uncertainty in our operations and could adversely affect our
operations.
For instance, prior to the enactment of Taxation Laws (Amendment) Act, 2021 the Ministry of Finance issued the Taxation Laws
(Amendment) Act, 2019, effective as of September 20, 2019, which prescribed certain changes to the income tax rate applicable
to companies in India. According to this legislation, companies can henceforth voluntarily opt in favour of a concessional tax
regime (subject to no other special benefits and/or exemptions being claimed), which reduces the rate of income tax payable to
22% subject to compliance with conditions prescribed. Domestic companies are otherwise subject to tax at the rate of 25% or
30% depending upon their total turnover or gross receipt in the relevant period. Any such future amendments may affect other
benefits such as exemption for income earned by way of dividend from investments in other domestic companies and units of
mutual funds, exemption for interest received in respect of tax-free bonds, and long-term capital gains on equity shares if
withdrawn by the statute in the future, and the same may no longer be available to us. Any adverse order passed by the appellate
authorities, tribunals or courts would have an effect on our profitability. In addition, due to COVID-19 pandemic, the
Government of India had also passed the Taxation and Other Laws (Relaxation of Certain Provisions) Act, 2020, implementing
relaxations from certain requirements under, amongst others, the Central Goods and Service Tax Act, 2017 and Customs Tariff
Act, 1975.
Further, the Government of India has announced the Union Budget for Fiscal Year 2025, pursuant to which the Finance Act,
2024 has introduced various amendments to taxation laws in India. In addition, unfavourable changes in or interpretations of
existing, or the promulgation of new laws, rules and regulations including foreign investment laws governing our business,
operations and group structure could result in us being deemed to be in contravention of such laws or may require us to apply
for additional approvals. We may incur increased costs relating to compliance with such new requirements, which may also
require management time and other resources, and any failure to comply may adversely affect our business, results of operations
and prospects. We may incur increased costs relating to compliance with such new requirements, which may also require
management time and other resources, and any failure to comply may adversely affect our business, results of operations and
prospects. Uncertainty in the applicability, interpretation, or implementation of any amendment to, or change in, governing law,
regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time
consuming as well as costly for us to resolve and may affect the viability of our current business or restrict our ability to grow
our business in the future.
A change of law that requires us to increase the benefits to the employees from the benefits now being provided may create
potentially liability for us. Such benefits could also include provisions which reduce the number of hours an employee may work
for or increase in number of mandatory casual leaves, which all may affect the productivity of the employees. For example, the
58GoI has introduced (a) the Code on Wages, 2019; (b) the Code on Social Security, 2020 (“Social Security Code”); (c) the
Occupational Safety, Health and Working Conditions Code, 2020; and (d) the Industrial Relations Code, 2020 which consolidate,
subsume and replace numerous existing central labour legislations. The rules for the implementation of these codes have not
been announced, and as such, the full impact of such laws on our business, operations and growth prospects, remain uncertain.
For example, the Social Security Code aims to provide uniformity in providing social security benefits to employees which were
previously segregated under different acts and had different applicability and coverage.
The Government of India has also enacted the Digital Personal Data Protection Act, 2023 (“Data Protection Act”) on personal
data protection for implementing organizational and technical measures in processing personal data and lays down norms for
cross-border transfer of personal data including ensuring the accountability of entities processing personal data. The Data
Protection Act requires companies that collect and deal with high volumes of personal data to fulfil certain additional obligations
such as appointment of a data protection officer for grievance redressal and a data auditor to evaluate compliance with the Data
Protection Act. 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 prospects.
We cannot predict whether any new tax laws or regulations impacting our services will be enacted, what the nature and impact
of the specific terms of any such laws or regulations will be or whether, if at all, any laws or regulations would have an adverse
effect on our business.
60. Significant differences exist between Ind AS and other accounting principles, such as Indian GAAP, U.S. GAAP and IFRS,
which investors may be more familiar with and may consider material to their assessment of our financial condition.
The Restated Consolidated Financial Information included in this Draft Red Herring Prospectus have been derived from our
audited consolidated financial statements and restated in accordance with SEBI ICDR Regulations and the Guidance Note. There
are significant differences between Ind AS, Indian GAAP, U.S. GAAP and IFRS. Our Company does not provide reconciliation
of its financial information to IFRS or U.S. GAAP. Our Company has not attempted to explain those differences or quantify
their impact on the financial data included in this Draft Red Herring Prospectus and it is urged that you consult your own advisors
regarding such differences and their impact on our financial data. Accordingly, the degree to which the financial information
included in this Draft Red Herring Prospectus will provide meaningful information is entirely dependent on the reader’s level of
familiarity with Indian accounting policies and practices, the Companies Act, Ind AS, the Indian GAAP and the SEBI ICDR
Regulations. Any reliance by persons not familiar with Indian accounting policies and practices on the financial disclosures
presented in this Draft Red Herring Prospectus should, accordingly, be limited.
61. The occurrence of natural or man-made disasters could adversely affect our results of operations, cash flows and financial
condition. Hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect the financial markets and
our business.
We are dependent on domestic, regional and global economic and market conditions. The occurrence of natural disasters,
including cyclones, storms, floods, earthquakes, tsunamis, tornadoes, fires, explosions, infectious disease outbreaks such as the
COVID-19 pandemic and man-made disasters, including acts of terrorism and military actions, many of which are beyond our
control, may lead to economic instability, including in India or globally, which may in turn materially and adversely affect our
business, cash flows financial condition, and results of operations. For instance, due to the COVID-19 pandemic, our clients
were provided relaxations by the Government such as extension of time for completion of projects and relaxation and extension
of payment schedules.
Developments in the ongoing international conflicts 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. Our operations may be adversely affected by fires, natural disasters, and/or
severe weather, which can result in damage to our property or inventory and generally reduce our productivity and may require
us to evacuate personnel and suspend operations. Any terrorist attacks or civil unrest as well as other adverse social and economic
in India could have a negative effect on us. Such incidents could also create a greater perception that investment in Indian
companies involves a higher degree of risk and could have an adverse effect on our business and the price of the Equity Shares.
62. A slowdown in economic growth in India could cause our business to suffer.
Our performance and the growth of our business are necessarily 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, a downgrading in India’s sovereign debt rating or a decline in India’s
foreign exchange reserves could negatively affect interest rates and liquidity, which could adversely affect the Indian economy
and our business. Any downturn in the macroeconomic environment in India could also adversely affect our business, results of
operations, financial condition and the trading price of the Equity Shares.
59India’s economy could be adversely affected by a general rise in interest rates, 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 GoI towards our industry, which may in turn adversely affect our financial performance and our ability to implement
our business strategy. The Indian economy is also influenced by economic and market conditions in other countries, particularly
emerging market conditions in Asia. A decline in India’s foreign exchange reserves may also affect liquidity and interest rates
in the Indian economy, which could adversely impact our financial condition. A loss of investor confidence in other emerging
market economies or any worldwide financial instability may adversely affect the Indian economy, which could materially and
adversely affect our business and results of operations and the market price of the Equity Shares.
India has from time to time experienced instances of social, religious and civil unrest and hostilities between neighbouring
countries. Military activity or terrorist attacks in the future could influence the Indian economy by disrupting communications
and making travel more difficult and such political tensions could create a greater perception that investments in Indian
companies involve higher degrees of risk. A loss of investor confidence in other emerging market economies or any worldwide
financial instability may adversely affect the Indian economy, which could materially and adversely affect our business and
results of operations and the market price of the Equity Shares.
Other factors which may adversely affect the Indian economy are scarcity of credit or other financing in India, resulting in an
adverse impact on economic conditions in India and scarcity of financing of our developments and expansions; volatility in, and
actual or perceived trends in trading activity on India’s principal stock exchanges; changes in India’s tax, trade, fiscal or monetary
policies, like political instability, terrorism or military conflict in India or in countries in the region or globally, including in
India’s various neighbouring countries; occurrence of natural or man-made disasters; infectious disease outbreaks or other
serious public health concerns; prevailing regional or global economic conditions, including in India’s principal export markets;
and other significant regulatory or economic developments in or affecting India.
63. Financial instability in other countries may cause increased volatility in Indian financial markets.
The Indian market and the Indian economy are influenced by economic and market conditions in other countries, including
conditions in the United States, Europe, and certain emerging economies in Asia. Financial turmoil in emerging economies in
Asia, United States, United Kingdom, Russia and elsewhere in the world in recent years has adversely affected the Indian
economy. Any worldwide financial instability may cause increased volatility in the Indian financial markets and, directly or
indirectly, adversely affect the Indian economy and financial sector and us. Although economic conditions vary across markets,
loss of investor confidence in one emerging economy may cause increased volatility across other economies, including India.
Financial instability in other parts of the world could have a global influence and thereby negatively affect the Indian economy.
Financial disruptions could materially and adversely affect our business, prospects, financial condition, results of operations and
cash flows. Further, economic developments globally can have a significant impact on our principal markets. Concerns related
to a trade war between large economies may lead to increased risk aversion and volatility in global capital markets and
consequently have an impact on the Indian economy. Following the United Kingdom’s exit from the European Union (“Brexit”),
there still remains significant uncertainty around the impact of Brexit on the general economic conditions in the United Kingdom
and the European Union and any consequential impact on global financial markets.
In addition, China is one of India’s major trading partners and there are rising concerns of a possible slowdown in the Chinese
economy as well as a strained relationship with India, which could have an adverse impact on the trade relations between the
two countries. The sovereign rating downgrades for Brazil and Russia (and the imposition of sanctions on Russia in connection
with the Russia-Ukraine war) have also added to the growth risks for these markets. These factors may also result in a slowdown
in India’s export growth. In response to such developments, legislators and financial regulators in the United States and other
jurisdictions, including India, implemented a number of policy measures designed to add stability to the financial markets.
However, the overall long-term effect of these and other legislative and regulatory efforts on the global financial markets is
uncertain, and they may not have the intended stabilizing effects. Any significant financial disruption could have a material
adverse effect on our business, financial condition and results of operation. These developments, or the perception that any of
them could occur, have had and may continue to have a material adverse effect on global economic conditions and the stability
of global financial markets, and may significantly reduce global market liquidity, restrict the ability of key market participants
to operate in certain financial markets or restrict our access to capital. This could have a material adverse effect on our business,
financial condition and results of operations and reduce the price of the Equity Shares.
64. A downgrade in ratings of India, may affect the trading price of the Equity Shares.
The borrowing costs of our Company, its customers’ and our access to the debt capital markets depends significantly on the
credit ratings of India. India’s sovereign rating improved from Baa3 with a “negative” outlook to Baa3 with “stable” outlook by
Moody’s in October 2021and improved from BBB –with “negative” outlook to BBB – with “stable” outlook by Fitch in August
2024. DBRS improved India’s rating as BBB “low” with a positive outlook in May 2024. India’s sovereign ratings from S&P is
BBB with a “positive” outlook. Any further adverse revisions to India’s credit ratings for domestic and international debt by
international rating agencies may adversely impact our ability to raise additional financing and the interest rates and other
commercial terms at which such financing is available, including raising any overseas additional financing.
60India’s sovereign debt rating could be downgraded due to several factors, including changes in tax or fiscal policy or a decline
in India’s foreign exchange reserves, all which are outside the control of our Company. Any adverse revisions to India’s credit
ratings for domestic and international debt by international rating agencies may adversely impact our ability to raise additional
external financing, and the interest rates and other commercial terms at which such additional financing is available.
65. Investors may not be able to enforce a judgment of a foreign court against us, our Directors, the Book Running Lead
Managers or any of their directors and executive officers in India respectively, except by way of a law suit in India.
We are incorporated under the laws of India and, all of our Directors, Key Managerial Personnel and Senior Management reside
in India. A substantial portion of our assets and the assets of our Directors and executive officers resident in India is located in
India. As a result, it may be difficult for investors to effect service of process upon us or such persons outside India or to enforce
judgments obtained against us or such parties outside India. India exercises reciprocal recognition and enforcement of judgments
in civil and commercial matters with a limited number of jurisdictions. In order to be enforceable, a judgment obtained in a
jurisdiction which India recognises as a reciprocating territory must meet certain requirements of the Code of Civil Procedure,
1908 (the “CPC”).
India is not a party to any international treaty in relation to the recognition or enforcement of foreign judgments. Recognition
and enforcement of foreign judgments is provided for under Section 13, Section 14 and Section 44A of the CPC on a statutory
basis. Section 44A of the CPC provides that where a certified copy of a decree of any superior court, within the meaning of that
Section, obtained in any country or territory outside India which the government has by notification declared to be in a
reciprocating territory, may be enforced in India by proceedings in execution as if the judgment had been rendered by a district
court in India. However, Section 44A of the CPC is applicable only to monetary decrees and does not apply to decrees for
amounts payable in respect of taxes, other charges of a like nature or in respect of a fine or other penalties and does not apply to
arbitration awards (even if such awards are enforceable as a decree or judgment).
Among other jurisdictions, the United Kingdom, United Arab Emirates, Singapore and Hong Kong have been declared by the
government to be reciprocating territories for the purposes of Section 44A of the CPC. The United States has not been declared
by the Government of India to be a reciprocating territory for the purposes of Section 44A of the CPC. A judgment of a court of
a country which is not a reciprocating territory may be enforced in India only by a suit upon the judgment under Section 13 of
the CPC, and not by proceedings in execution. Section 13 of the CPC provides that foreign judgments shall be conclusive
regarding any matter directly adjudicated upon except: (i) where the judgment has not been pronounced by a court of competent
jurisdiction; (ii) where the judgment has not been given on the merits of the case; (iii) where it appears on the face of the
proceedings that the judgment is founded on an incorrect view of international law or refusal to recognize the law of India in
cases to which such law is applicable; (iv) where the proceedings in which the judgment was obtained were opposed to natural
justice; (v) where the judgment has been obtained by fraud; and/ or (vi) where the judgment sustains a claim founded on a breach
of any law then in force in India. The suit must be brought in India within three years from the date of judgment in the same
manner as any other suit filed to enforce a civil liability in India.
It cannot be assured that a court in India would award damages on the same basis as a foreign court if an action is brought in
India. Furthermore, it is unlikely that an Indian court would enforce foreign judgments if it views the amount of damages awarded
as excessive or inconsistent with Indian practice or public policy in India. A party seeking to enforce a foreign judgment in India
is required to obtain prior approval from the RBI under the Foreign Exchange Management Act, 1999, to repatriate any amount
recovered pursuant to the execution of such foreign judgment, and we cannot assure that such approval will be forthcoming
within a reasonable period of time, or at all, or that conditions of such approvals would be acceptable. Such amount may also be
subject to income tax in accordance with applicable law.
66. Our ability to raise foreign capital may be constrained by Indian law.
As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies. Such regulatory
restrictions limit our financing sources and could constrain our ability to obtain financings on competitive terms and refinance
existing indebtedness. In addition, we cannot assure you that any required regulatory approvals for borrowing in foreign
currencies will be granted to us without onerous conditions, or at all. Limitations on foreign debt may have an adverse effect on
our business growth, financial condition and results of operations.
For additional details, please refer to “– 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.” on page 63.
67. If inflation were to rise in India, we might not be able to increase the prices of our products at a proportional rate in order to
pass costs on to our clients 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.
61High 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,
cash flows 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.
Risks Relating to the Issue
68. Rights of shareholders of companies under Indian law may be more limited than under the laws of other jurisdictions.
Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of corporate
procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ from those that would
apply to a company in another jurisdiction. Shareholders’ rights, including in relation to class actions, under Indian law may not
be as extensive and widespread as shareholders’ rights under the laws of other countries or jurisdictions. Investors may face
challenges in asserting their rights as shareholder in an Indian company than as a shareholder of an entity in another jurisdiction.
69. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under Indian
law.
There are provisions in Indian law that may delay, deter, or prevent a future takeover or change in control of our Company, even
if a change in control would result in the purchase of your Equity Shares at a premium to the market price or would otherwise
be beneficial to you. Such provisions may discourage or prevent certain types of transactions involving actual or threatened
change in control of our Company. Under the SEBI Takeover Regulations, an acquirer has been defined as any person who,
directly or indirectly, acquires or agrees to acquire shares or voting rights or control over a company, whether individually or
acting in concert with others. Although these provisions have been formulated to ensure that interests of investors/shareholders
are protected, these provisions may also discourage a third party from attempting to take control of our Company. Consequently,
even if a potential takeover of our Company would result in the purchase of the Equity Shares at a premium to their market price
or would otherwise be beneficial to its stakeholders, it is possible that such a takeover would not be attempted or consummated
because of the SEBI Takeover Regulations.
70. Investors may be subject to Indian taxes arising out of income from capital gains and stamp duty on the sale of the Equity
Shares and on the payment of dividends.
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. Any capital gain realized on the sale of listed equity shares on a Stock Exchange held
for more than 12 months immediately preceding the date of transfer will be subject to long term capital gains in India at the
specified rates depending on certain factors, such as whether the sale is undertaken on or off the Stock Exchanges, the quantum
of gains and any available treaty relief. Accordingly, you may be subject to payment of long-term capital gains tax in India, in
addition to payment of Securities Transaction Tax (“STT”), on the sale of any Equity Shares held for more than 12 months
immediately preceding the date of transfer. Such long-term capital gains exceeding ₹100,000 arising from the sale of listed equity
shares on the stock exchange are subject to tax at the rate of 10% (plus applicable surcharge and cess). STT will be levied on
and collected by a domestic stock exchange on which the Equity Shares are sold.
Further, any capital gains realized on the sale of listed equity shares held for a period of 12 months or less immediately preceding
the date of transfer will be subject to short term capital gains tax in India. Capital gains arising from the sale of the Equity Shares
will not be chargeable to tax in India in cases where relief from such taxation in India is provided under a treaty between India
and the country of which the seller is resident and the seller is entitled to avail benefits thereunder, subject to certain conditions.
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.
The Finance Act, 2019, amended the Indian Stamps Act, 1899, and had clarified that, in the absence of a specific provision under
an agreement, the liability to pay stamp duty in case of sale of securities through stock exchanges will be on the buyer, while in
other cases of transfer for consideration through a depository, the onus will be on the transferor. The stamp duty for transfer of
securities other than debentures, on a delivery basis is specified at 0.015% and on a non-delivery basis is specified at 0.003% of
the consideration amount. These provisions have been notified with effect from July 1, 2020.
Further, the GoI has notified the Finance Act, 2023, which has introduced various amendments to the Income Tax Act, 1961.
There is no certainty on the impact that the Finance Act, 2023 may have on our business and operations. We cannot predict
whether any tax laws or other regulations impacting us will be enacted or predict the nature and impact of any such laws or
regulations or whether, if at all, any laws or regulations would have a material adverse effect on our business, financial condition,
results of operations and cash flows. Unfavourable changes in or interpretations of existing, or the promulgation of new, laws,
rules and regulations including foreign investment and stamp duty laws governing our business and operations could result in us
62being deemed to be in contravention of such laws and may require us to apply for additional approvals. For instance, the Supreme
Court of India has in a decision clarified the components of basic wages which need to be considered by companies while making
provident fund payments, which resulted in an increase in the provident fund payments to be made by companies. Any such
decisions in future or any further changes in interpretation of laws may have an impact on our results of operations.
Additionally, no dividend distribution tax is required to be paid in respect of dividends declared, distributed, or paid by a domestic
company after March 31, 2020, and accordingly, such dividends would not be exempt in the hands of the shareholders, both
resident as well as non-resident. The Company may or may not grant the benefit of a tax treaty (where applicable) to a non-
resident shareholder for the purposes of deducting tax at source pursuant to any corporate action including dividends.
Further, our Company cannot predict whether any tax laws or other regulations impacting it will be enacted or predict the nature
and impact of any such laws or regulations or whether, if at all, any laws or regulations would have a material adverse effect on
our Company’s business, financial condition, results of operations and cash flows. Uncertainty in the applicability, interpretation,
or implementation of any amendment to, or change in, governing law, regulation or policy, including by reason of an absence,
or a limited body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may
impact the viability of our current business or restrict our ability to grow our business in the future. Investors are advised to
consult their own tax advisors and to carefully consider the potential tax consequences of owning Equity Shares.
71. The determination of the Price Band is subject to various factors and assumptions and the Issue Price may not be indicative
of the trading price of the Equity Shares, upon listing on the Stock Exchanges subsequent to the Issue. Further, the current
trading price of equity shares listed pursuant to certain past issues handled by the BRLMs is below their respective offer
price.
The determination of the Price Band is based on various factors and assumptions, and was determined by our Company in
consultation with the BRLMs. Further, the Issue Price of the Equity Shares will be determined by our Company in consultation
with the BRLMs through the Book Building Process. This price is based on certain factors, as described under “Basis for Issue
Price” on page 169 and may not be indicative of the trading price of the Equity Shares, upon listing on the Stock Exchanges
subsequent to the Issue. We cannot assure you that an active market will develop or sustained trading will take place in the
Equity Shares and the trading price of the Equity Shares could be subject to significant fluctuations after the Issue, and may
decline below the Issue Price. In addition to the above, the current trading price of equity shares listed pursuant to certain past
issues handled by the BRLMs is below their respective issue price.
There has been significant volatility in the Indian stock markets in the recent past, and the market price of the Equity Shares may
be subject to significant fluctuations in response to, among other factors, variations in our operating results, market conditions
specific to the industry we operate in, developments relating to India, volatility in securities markets in jurisdictions other than
India, variations in the growth rate of financial indicators, variations in revenue or earnings estimates by research publications,
and changes in economic, legal and other regulatory factors. Consequently, the price of our Equity Shares may be volatile, and
there can be no assurance that the investors will be able to resell Equity Shares at or above the Issue Price resulting in a loss of
all or part of the investment.
72. Fluctuation in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on the value
of our Equity Shares, independent of our operating results.
On listing, our Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of our Equity
Shares will also be paid in Indian Rupees and subsequently converted into the relevant foreign currency for repatriation, if
required. Any adverse movement in currency exchange rates during the time taken for such conversion may reduce the net
dividend to foreign investors. In addition, any adverse movement in currency exchange rates during a delay in repatriating the
proceeds from a sale of Equity Shares outside India, for example, because of a delay in regulatory approvals that may be required
for the sale of Equity Shares may reduce the proceeds received by Shareholders. For example, the exchange rate between the
Indian Rupee and the U.S. dollar has fluctuated substantially in recent years and may continue to fluctuate substantially in the
future, which may have an adverse effect on the returns on our Equity Shares, independent of our operating results.
73. 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.
Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and residents are freely
permitted (subject to compliance with sectoral norms and certain other restrictions), if they comply with the pricing guidelines
and reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance
with such pricing guidelines or reporting requirements or falls under any of the exceptions referred to above, then a prior
regulatory approval will be required. Further, unless specifically restricted, foreign investment is freely permitted in all sectors
of the Indian economy up to any extent and without any prior regulatory approvals, but the foreign investor is required to follow
certain prescribed procedures for making such investment. The RBI and the concerned ministries/departments are responsible
for granting approval for foreign investment. Additionally, shareholders who seek to convert Rupee proceeds from a sale of
shares in India into foreign currency and repatriate that foreign currency from India require a no-objection or a tax clearance
certificate from the Indian income tax authorities. Further, this conversion is subject to the shares having been held on a
63repatriation basis and, either the security having been sold in compliance with the pricing guidelines or, the relevant regulatory
approval having been obtained for the sale of shares and corresponding remittance of the sale proceeds.
In addition, pursuant to the Press Note 3 of 2020, dated April 17, 2020, issued by the DPIIT, which has been incorporated as the
proviso to Rule 6(a) of the FEMA Rules, 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, as prescribed in the
consolidated FDI policy circular of 2020 dated October 15, 2020, issued by DPIIT, and the FEMA Rules. Further, in the event
of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly, resulting
in the beneficial ownership falling within the aforesaid restriction/purview, such subsequent change in the beneficial ownership
will also require approval of the Government of India.
We cannot assure you that any required approval from the RBI or any other governmental agency can be obtained with or without
any particular terms or conditions or at all. For further information, see “Restrictions on Foreign Ownership of Indian Securities”
on page 539.
Further, in terms of notification dated June 14, 2021 issued by the RBI, new investors from FATF non-compliant jurisdictions
such as Mauritius, Cayman Islands and Uganda are not permitted to acquire, directly or indirectly, 20% or more of the voting
power of any existing payment system operators (“PSOs”) or any entity seeking authorization as a PSO. However, existing
investors may continue holding their investments in PSOs made prior to classification of their jurisdiction as FATF non-
compliant and/or bring in additional investments as per the extant regulations.
74. Any future issuance of Equity Shares may dilute your shareholding and sale of Equity Shares by the Promoters may adversely
affect the trading price of the Equity Shares.
We may be required to finance our growth, whether organic or inorganic, through future equity offerings. Any future equity
issuances by us, including a primary offering or the exercise of employee stock options, may lead to the dilution of investors’
shareholdings in our Company. Any future equity issuances by us (including under an employee benefit scheme) or disposal of
our Equity Shares by the Promoters or any of our other principal shareholders or any other change in our shareholding structure
to comply with minimum public shareholding norms applicable to listed companies in India or any public perception regarding
such issuance or sales may adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences
including difficulty in raising capital through offering of our Equity Shares or incurring additional debt. There can be no
assurance that we will not issue further Equity Shares or that our existing shareholders including our Promoters will not dispose
of further Equity Shares after the completion of the Issue (subject to compliance with the lock-in provisions under the SEBI
ICDR Regulations) or pledge or encumber their Equity Shares. Any future issuances could also dilute the value of shareholder’s
investment in the Equity Shares and adversely affect the trading price of our Equity Shares. Such securities may also be issued
at prices below the Issue Price. We may also issue convertible debt securities to finance our future growth or fund our business
activities. In addition, any perception by investors that such issuances or sales might occur may also affect the market price of
our Equity Shares. We cannot predict what effect, if any, market sales of our Equity Shares held by our Promoter or other major
shareholders or the availability of these Equity Shares for future sale will have on the market price of our Equity Shares.
75. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in the
Issue.
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. Investors’ book entry, or ‘demat’
accounts with depository participants in India, are expected to be credited within one working day of the date on which the Basis
of Allotment is approved by the Stock Exchanges. The Allotment of Equity Shares in the Issue and the credit of such Equity
Shares to the applicant’s demat account with depository participant could take approximately five Working Days from the Bid/
Issue 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 commence trading in
the Equity Shares would restrict investors’ ability to dispose of 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.
76. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby may
suffer future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India must offer its holders of equity shares pre-
emptive rights to subscribe and pay for a proportionate number of equity shares to maintain their existing ownership percentages
before the issuance of any new equity shares, unless the pre-emptive rights have been waived by adoption of a special resolution
by holders of three-fourths of the of the Equity Shares who have voted on such resolution. However, if the laws of the jurisdiction
the investors are located in do not permit them to exercise their pre-emptive rights without us filing an offering document or
registration statement with the applicable authority in such jurisdiction, the investors will be unable to exercise their pre-emptive
64rights unless we make such a filing. If we elect not to file a registration statement, the new securities may be issued to a custodian,
who may sell the securities for the investor’s benefit. The value the custodian receives on the sale of such securities and the
related transaction costs cannot be predicted. In addition, to the extent that the investors are unable to exercise pre-emption rights
granted in respect of the Equity Shares held by them, their ownership position will be diluted and their proportional interest in
us would be reduced.
77. 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. Similarly, Retail Individual Bidders can revise or withdraw their Bids at any time during the Bid/
Issue Period and until the Bid/ Issue Closing date, but not thereafter. While we are required to complete all necessary formalities
for listing and commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed
to be listed, including Allotment, within three Working Days from the Bid/ Issue Closing Date or such other period as may be
prescribed by the SEBI, events affecting the investors’ decision to invest in the Equity Shares, including adverse changes in
international or national monetary policy, financial, political or economic conditions, our business, results of operations, cash
flows or financial condition may arise between the date of submission of the Bid and Allotment. We may complete the Allotment
of the Equity Shares even if such events occur, and such events may limit the investors’ ability to sell the Equity Shares Allotted
pursuant to the Issue or cause the trading price of the Equity Shares to decline on listing. Therefore, QIBs and Non-Institutional
Bidders will not be able to withdraw or lower their bids following adverse developments in international or national monetary
policy, financial, political, or economic conditions, our business, results of operations, cash flows or otherwise between the dates
of submission of their Bids and Allotment.
78. Our Equity Shares have never been publicly traded and may experience price and volume fluctuations following the
completion of the Issue, an active trading market for the Equity Shares may not develop, the price of our Equity Shares may
be volatile and you may be unable to resell your Equity Shares at or above the Issue Price or at all.
Prior to the Issue, there has been no public market for our Equity Shares, and an active trading market may not develop or be
sustained after the Issue. Listing and quotation does not guarantee that a market for our Equity Shares will develop or, if
developed, the liquidity of such market for the Equity Shares. The Issue Price of the Equity Shares is proposed to be determined
through a book building process. This price will be based on numerous factors, as described in the section “Basis for Issue Price”
on page 169. This price may not necessarily be indicative of the market price of our 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 may as a result lose all or part of your
investment.
Our Equity Shares are expected to trade on NSE and BSE after the Issue, but there can be no assurance that active trading in our
Equity Shares will develop after the Issue, or if such trading develops that it will continue. Investors may not be able to sell our
Equity Shares at the quoted price if there is no active trading in our Equity Shares.
There has been significant volatility in the Indian stock markets in the recent past, and the trading price of our Equity Shares
after this Issue could fluctuate significantly as a result of market volatility or due to various internal or external risks, including
but not limited to those described in this Draft Red Herring Prospectus. The market price of our Equity Shares may be influenced
by many factors, some of which are beyond our control, including:
• the failure of security analysts to cover the Equity Shares after this Issue, or changes in the estimates of our performance
by analysts;
• our financial condition, results of operations, cash flows and our prospects and variations in our quarterly financial results
• the activities of competitors and suppliers;
• announcements by us or our competitors of significant acquisitions, strategic alliances, joint operations or capital
commitments;
• future sales of the Equity Shares by us or our shareholders;
• investor perception of us and the industry in which we operate;
• our quarterly or annual earnings or those of our competitors;
• developments affecting fiscal, industrial, or environmental regulations;
• new laws and governmental regulations or changes in laws and governmental regulations applicable to our industry;
• the public’s reaction to our press releases and adverse media reports; and
• general economic conditions.
A decrease in the market price of our Equity Shares could cause you to lose some or all of your investment. The trading price of
our Equity Shares may also decline in reaction to events that affect the entire market and/or other companies in our industry even
if these events do not directly affect us and/or are unrelated to our business or operating results.
6579. Any future changes in accounting standards may cause adverse unexpected operating results, affect our reported results of
operations or otherwise harm our business and financial results.
A change in accounting standards can also have a significant effect on our reported results and may affect our reporting of
transactions before the change is effective. New pronouncements and varying interpretations of pronouncements have occurred
and may occur in the future. Changes to existing accounting rules or the application of current accounting practices may adversely
affect our reported financial results. Additionally, our assumptions, estimates and judgments related to complex accounting
matters could significantly affect our financial results. Generally accepted accounting principles and related accounting
pronouncements, implementation guidelines and interpretations with regard to a wide range of matters that are relevant to our
business, including but not limited to, revenue recognition, fair value of investments, impairment of long-lived assets, leases and
related economic transactions, derivatives, pension and post-retirement benefits, intangibles, self-insurance, income taxes,
property and equipment, unclaimed property laws and litigation, and stock-based compensation are highly complex and involve
many subjective assumptions, estimates and judgments by us. Changes in these rules or their interpretation or changes in
underlying assumptions, estimates or judgments by us could significantly change our reported or expected financial performance
or otherwise harm our business and financial results. For further details, please see “Management’s Discussion and Analysis of
Financial Condition and Results of Operations – Basis of Preparation and Significant Accounting Policies” on page 451.
80. Subsequent to the listing of the Equity Shares, we may be subject to pre-emptive surveillance measures, such as the
Additional Surveillance Measures and the Graded Surveillance Measures by the Stock Exchanges in order to enhance the
integrity of the market and safeguard the interest of investors.
Subsequent to the listing of the Equity Shares, we may be subject to Additional Surveillance Measures (“ASM”) and Graded
Surveillance Measures (“GSM”) by the Stock Exchanges. These measures are in place to enhance the integrity of the market
and safeguard the interest of investors. The criteria for shortlisting any security trading on the Stock Exchanges for ASM is based
on objective criteria, which includes market based parameters such as high low price variation, concentration of client accounts,
close to close price variation, market capitalization, average daily trading volume and its change, and average delivery
percentage, among others. Securities are subject to GSM when its price is not commensurate with the financial health and
fundamentals of the issuer. Specific parameters for GSM include net worth, net fixed assets, price to earnings ratio, market
capitalization and price to book value, among others. Factors within and beyond our control may lead to our securities being
subject to GSM or ASM. In the event our Equity Shares are subject to such surveillance measures implemented by any of the
Stock Exchanges, we may be subject to certain additional restrictions in connection with trading of our Equity Shares such as
requiring higher margin requirements, requirement of settlement on a trade for trade basis without netting off, limiting trading
frequency (for example, trading either allowed once in a week or a month) or freezing of price on upper side of trading, as well
as mentioning of our Equity Shares on the surveillance dashboards of the Stock Exchanges. The imposition of these restrictions
and curbs on trading may have an adverse effect on 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.
81. We may be affected by competition laws, the adverse application or interpretation of which could adversely affect our
business.
The Competition Act regulates practices and seeks to prevent 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 between
enterprises, whether formal or informal, which causes or is likely to cause an AAEC is considered void and may result in the
imposition of substantial penalties. Furthermore, 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 consumers 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. If it is proved that the contravention committed by a company took place with the consent
or connivance or is attributable to any neglect on the part of, any director, manager, secretary or other officer of such a company,
that person shall also be guilty of contravention and may be punished.
On March 4, 2011, the Government notified and brought into force the combination regulation (merger control) provisions under
the Competition Act with effect from June 1, 2011. These provisions require acquisitions of shares, voting rights, assets or control
or mergers or amalgamations that cross the prescribed asset and turnover based thresholds to be mandatorily notified to and pre-
approved by the CCI. Additionally, on May 11, 2011, the CCI issued Competition Commission of India (Procedure for
Transaction of Business Relating to Combinations) Regulations, 2011, as amended, which sets out the mechanism for
implementation of the merger control regime in India. In the event we pursue an acquisition or combination or amalgamation in
the future, we may be affected, directly or indirectly, by the application or interpretation of any provision of the Competition
Act.
The Competition Act aims to, among others, prohibit all agreements and transactions, including agreements between vertical
trading partners, i.e., entities at different stages or levels of the production chain in different markets, which may have an AAEC
in India. Consequently, all agreements entered into by us could be within the purview of the Competition Act. Furthermore, the
CCI has extra-territorial 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
66on the agreements entered into 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 could adversely affect our business, results of operations, cash flows and
prospects.
82. The requirements of being a publicly listed company may strain our resources.
We are not a listed company and have historically not been subjected to the compliance requirements and increased scrutiny of
our affairs by shareholders, regulators and the public at large 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 may 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 or cash flows as
promptly as other listed companies.
Further, as a listed company, we will be required 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 may be diverted from
our business concerns, which may adversely affect our business, prospects, financial condition, results of operations and cash
flows. 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.
83. There is no guarantee that our Equity Shares will be listed on the BSE and NSE in a timely manner or at all.
In accordance with Indian law and practice, permission for listing and trading of our Equity Shares will not be granted until after
certain actions have been completed in relation to this Issue and until Allotment of Equity Shares pursuant to this Issue. In
accordance with current regulations and circulars issued by SEBI, our Equity Shares are required to be listed on the BSE and
NSE within such time as mandated under UPI Circulars, subject to any change in the prescribed timeline in this regard. However,
we cannot assure you that the trading in our Equity Shares will commence in a timely manner or at all. Any failure or delay in
obtaining final listing and trading approvals may restrict your ability to dispose of your Equity Shares.
67SECTION III – INTRODUCTION
THE ISSUE
The following table summarizes details of the Issue:
Issue of Equity Shares(1)(7)(6) Up to [●] Equity Shares of face value of ₹10 each, aggregating up to ₹
9,500.00 million
The Issue consists of:
Employee Reservation Portion (7) Up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹ [●]
million
Net Issue Up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹ [●]
million
The Net Issue consists of:
A) QIB Portion (2) (3) (5) Not more than [●] Equity Shares of face value of ₹10 each aggregating to
₹ [●] million
of which:
i.Anchor Investor Portion [●] Equity Shares of face value of ₹10 each
ii.Net QIB Portion (assuming Anchor Investor Portion is fully [●] Equity Shares of face value of ₹10 each
subscribed)
of which:
a. Available for allocation to Mutual Funds only (5% of the [●] Equity Shares of face value of ₹10 each
Net QIB Portion)
b. Balance of QIB Portion for all QIBs including Mutual [●] Equity Shares of face value of ₹10 each
Funds
B) Non-Institutional Portion(3) (4) (5) Not less than [●] Equity Shares of face value of ₹10 each aggregating to ₹
[●] million
of which:
One-third of the Non-Institutional Portion available for allocation [●] Equity Shares of face value of ₹10 each
to Bidders with an application size more than ₹ 200,000 and up to
₹ 1,000,000
Two-third of the Non-Institutional Portion available for allocation [●] Equity Shares of face value of ₹10 each
to Bidders with an application size of more than ₹ 1,000,000
C) Retail Portion (3) (5) Not less than [●] Equity Shares of face value of ₹10 each aggregating to ₹
[●] million
Pre and post-Issue Equity Shares
Equity Shares outstanding prior to the Issue (as at the date of this
95,131,800 Equity Shares of face value of ₹10 each
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 98 for details regarding the use of Net
Proceeds arising from the Issue.
1. The Issue has been authorized by a resolution of our Board dated September 26, 2025 and has been authorized by a special resolution of our
Shareholders dated September 27, 2025.
2. Our Company may, in consultation with the Book Running Lead Managers, allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
basis in accordance with the SEBI ICDR Regulations. 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
in the Anchor Investor Portion, the remaining Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be
available for allocation on a proportionate basis 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 (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 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 (other than Anchor Investors) in
proportion to their Bids. For details, see “Issue Procedure” on page 516.
3. 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 Book Running Lead Managers and the Designated Stock Exchange, subject to applicable law.
4. Further, (a) 1/3rd of the portion available to NIBs shall be reserved for applicants with application size of more than ₹ 200,000 and up to ₹ 1,000,000
and (b) 2/3rd of the portion available to NIBs shall be reserved for applicants with application size of more than ₹ 1,000,000. Provided that the
unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may be allocated to applicants in the other sub-category of NIBs.
The allocation to each NIB shall not be less than the minimum NIB 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.
5. 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 Non-Institutional Bidder and Retail Individual
Bidder shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in the Non-Institutional Portion and the Retail Portion and
the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. Allocation to Anchor Investors shall be on a discretionary
basis. For details, see “Issue Procedure” on page 516.
6. Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus. The Pre-IPO
Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed,
68the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The
Pre-IPO Placement, if undertaken, shall not exceed ₹ 1,900.00 million, i.e., 20% ,of the size of the Fresh Issue. Prior to the completion of the Issue, our
Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is
no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock
Exchanges. Our Company shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in
entirety). Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately
made in the relevant sections of the Red Herring Prospectus and the Prospectus.
7. Eligible Employees Bidding in the Employee Reservation Portion can Bid up to a Bid Amount of ₹ 500,000 (net of Employee Discount, if any). However,
a Bid by an Eligible Employee Bidding in the Employee Reservation Portion will be considered for allocation, in the first instance, for a Bid Amount of
up to ₹ 200,000 (net of Employee Discount, if any). In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion
will be available for allocation and Allotment, proportionately to all Eligible Employees Bidding in the Employee Reservation Portion who have Bid in
excess of ₹ 200,000 (net of Employee Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹
500,000 (net of Employee Discount, if any). Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid in the Non-
Institutional Portion or the Retail Portion and such Bids will not be treated as multiple Bids. The unsubscribed portion if any, in the Employee
Reservation Portion shall be added back to the Net Issue. In case of under-subscription in the Net Issue, spill-over to the extent of such under-
subscription shall be permitted from the Employee Reservation Portion. Our Company, in consultation with the Book Running Lead Managers, may
offer a discount of up to [●]% to the Issue Price (equivalent of ₹ [●] per Equity Share) to Eligible Employees, which shall be announced at least two
Working Days prior to the Bid / Issue Opening Date. For details, see “Issue Structure” beginning on page 511.
For details, including in relation to grounds for rejection of Bids, see “Issue Procedure” on page 516. For details of the terms
of the Issue, see “Terms of the Issue” on page 504.
69SUMMARY OF FINANCIAL INFORMATION
The following tables set forth summary financial information derived from our Restated Consolidated Financial Statements as
of and for Fiscals 2025, 2024, and 2023. The summary financial information presented below should be read in conjunction
with “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 374 and 440, respectively.
[Remainder of this page intentionally kept blank]
70RESTATED STATEMENT OF ASSETS AND LIABILITIES
(in ₹ million)
Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Assets
Non-current assets
Property, plant and equipment 1,279.34 994.92 627.25
Right-of-use assets 8.71 16.82 14.13
Investment property 41.44 41.90 41.61
Contract assets 3,866.29 1,051.42 -
Financial assets
Investments 4.76 4.04 -
Other financial assets 134.30 140.08 157.49
Income tax assets (net) - 3.97 -
Deferred tax assets (net) 244.62 20.43 1.53
Other non-current assets 436.98 101.21 1.58
Total non-current assets 6,016.44 2,374.79 843.59
Current assets
Inventories 1,409.23 662.87 366.68
Financial assets
Trade receivables 763.04 769.94 367.13
Cash and cash equivalents 684.54 1,135.79 549.83
Bank balance other than cash and cash 373.41 528.04 411.88
equivalents
Other financial assets 684.99 215.58 152.22
Other current assets 602.51 357.31 175.91
Total current assets 4,517.72 3,669.53 2,023.65
Total assets 10,534.16 6,044.32 2,867.24
EQUITY AND LIABILITIES
Equity
Equity share capital 951.32 26.43 24.73
Other equity 3,213.86 2,542.88 1,351.23
Minority interest - 0.66 -
Total equity 4,165.18 2,569.97 1,375.96
Non-current liabilities
Financial Liabilities
Borrowings 3,027.47 411.06 181.31
Lease liabilities 1.54 2.64 6.38
Other financial liabilities 3.61 26.25 23.91
Provisions 23.73 19.39 15.09
Contract liabilities - 379.75 -
Deferred tax liabilities (net) - - -
Total non-current liabilities 3,056.35 839.09 226.69
Current liabilities
Financial liabilities
Borrowings 1,813.41 1,200.59 575.46
Lease liabilities 3.26 10.18 7.64
Trade payables - Micro enterprises 582.25 434.88 -
Trade payables - Others 167.22 531.28 455.55
Other financial liabilities 273.42 50.51 48.14
Provisions 3.48 3.08 2.71
Contract liabilities 255.09 69.09 63.51
Other current liabilities 194.48 335.65 107.43
Income tax liabilities (net) 20.02 - 4.15
Total current liabilities 3,312.63 2,635.26 1,264.59
Total liabilities 6,368.98 3,474.35 1,491.28
71Particulars As at March 31, As at March 31, As at March 31,
2025 2024 2023
Total equity and liabilities 10,534.16 6,044.32 2,867.24
72RESTATED STATEMENT OF PROFIT AND LOSS
(in ₹ million)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Income
Revenue from operations 11,529.80 9,211.23 6,185.11
Other income 55.51 45.28 16.80
Total income 11,585.31 9,256.51 6,201.91
Expenses
Cost of materials consumed 2,533.05 2,558.32 1,633.40
Cost of contract work 5,608.36 4,324.55 2,992.19
Employee benefits expense 634.09 424.48 346.47
Finance costs 397.98 138.60 68.66
Depreciation and amortization 246.59 163.15 140.30
expense
Other expenses 288.62 209.48 160.18
Total expenses 9,708.69 7,818.58 5,341.20
Prior Period Items - - -
Profit before tax 1,876.62 1,437.93 860.71
Tax expense
Current tax 494.92 355.37 225.64
Deferred tax (net) (224.20) (18.89) (8.81)
Total tax expense 270.72 336.48 216.83
Profit for the year 1,605.90 1,101.45 643.88
Other comprehensive income
Net gain/(loss) on FVTOCI equity - - -
securities
Re-measurement losses on defined 2.55 2.08 (2.31)
benefit plan
Income tax effect - - -
Other comprehensive income for 2.55 2.08 (2.31)
the year, net of tax
Total comprehensive income for 1,608.45 1,103.53 641.57
the year
Earnings per equity share (Face
value of 10 each)
Basic 16.91 429.85 284.88
Diluted 16.91 429.85 284.88
Basic and diluted (Restated) (₹) 16.91 11.94 7.91
73RESTATED STATEMENT OF CASH FLOWS
(in ₹ million)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
A. CASH FLOW FROM OPERATING
ACTIVITIES
Profit Before Tax 1,876.62 1,437.93 860.71
Adjustment for
Depreciation and amortisation 246.59 163.15 140.30
Interest income (39.74) (36.07) (10.66)
Provision for gratuity & leave encashment 4.74 4.67 8.12
Re-measurement losses on defined benefit plan 2.55 2.08 (2.31)
(Profit)/Loss on sale/discard of fixed assets (Net) 5.51 (0.43) -
Finance Cost 324.70 104.31 50.65
Operating Profit Before Working Capital 2,420.95 1,675.64 1,046.81
Changes
Change in working capital
(Increase)/decrease in trade Receivable 6.90 (402.81) (55.35)
(Increase)/decrease in inventories (746.36) (296.19) (160.24)
(Increase)/decrease in other financial assets (481.72) (98.48) 36.47
(Increase)/decrease in other assets (580.97) (281.03) (21.65)
Increase/(decrease) in other financial liabilities 200.27 4.71 23.34
Increase/(decrease ) in trade payables (216.69) 510.61 40.40
Increase/(decrease) in other liabilities (141.17) 228.22 87.81
(Increase)/decrease in contract assets (2,814.87) (1,051.42) -
Increase/(decrease) in contract liabilities (193.75) 385.33 (103.76)
Cash generated/ used in operating activities (2,547.42) 674.59 893.82
Income tax paid (470.93) (363.49) (231.94)
Net cash generated/ used in operating (3,018.35) 311.10 661.88
activities
B. CASH FLOW FROM INVESTING
ACTIVITIES
Purchase of property, plant & equipment and (524.71) (519.71) (158.34)
intangible assets
Investment in mutual fund (0.72) (4.04) -
Purchase of Investment property 0.01 (0.74) (4.50)
Interest income 41.61 31.90 10.01
Investment in deposit 170.84 (59.44) (445.54)
Net cash generated from investing activities (312.97) (552.03) (598.37)
C. CASH FLOW FROM FINANCING
ACTIVITIES
Proceeds from borrowings 3,229.24 854.87 287.55
Proceeds from share capital including security - 95.01 130.02
premium
Finance cost (323.96) (103.05) (48.98)
Repayment of Lease liability (11.99) (15.40) (9.27)
Share Related Expenses (12.58) (5.19) -
Minority interest (0.66) 0.66 -
Net cash used in financing activities 2,880.05 826.90 359.31
D. Net change in cash & cash equivalents (451.26) 585.97 422.82
(A+B+C)
E. Opening balance of cash and cash equivalents 1,135.79 549.82 127.00
F. Cash & cash equivalents (Closing balance) 684.54 1,135.79 549.83
(D+E)
74Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Reconciliation of cash and cash equivalents:
Cash on hand 3.11 2.40 1.96
Balances with banks - On current accounts 54.34 863.39 222.79
Deposits with original maturity of more than 3 627.09 270.00 325.08
months but less than 12 months
Total 684.54 1,135.79 549.83
75GENERAL INFORMATION
Our Company was incorporated as “SKC Infra Projects Limited” a public limited company under the Companies Act, 2013,
pursuant to the certificate of incorporation dated May 2, 2016 issued by the Deputy Registrar of Companies, Central Registration
Centre. Pursuant to the board resolution dated May 17, 2018, and the special resolution dated May 18, 2018, the name of our
Company was changed to “Dhariwal Buildtech Limited”, in order to get the new business opportunities through its new name,
and pursuant to which a fresh certificate of incorporation dated July 19, 2018 was issued by the Registrar of Companies, Delhi.
Registered Office and Corporate Office
Dhariwal Buildtech Limited
DSS 72P, Sector - 15AP
Hisar – 125 001, Haryana, India
For details of change in the registered office of our Company, see “History and Certain Corporate Matters – Change in
Registered Office” on page 336.
Corporate identity number and registration number
Corporate Identity Number: U45209HR2016PLC063908
Registration Number: 063908
Address of the RoC
Registrar of Companies, Delhi and Haryana at New Delhi
4th Floor, IFCI Tower
61, Nehru Place
New Delhi – 110 019, India
Our Board
Our Board comprises the following Directors as on the date of filing of this Draft Red Herring Prospectus:
Name Designation DIN Address
Chet Ram Dhariwal Chairman and Managing 03135648 House No. 508, Near Blooming Dales School, Sector 15-A, Hisar
Director - 125 001, Haryana, India.
Deepak Dhariwal Whole-time Director and 08093856 House No. 508, Near Blooming Dales School, Sector 15-A, Hisar
Head – Procurement - 125 001, Haryana, India.
Mohinder Singh Whole-time Director and 09244227 #87, Defence Colony, Hisar - 125 001, Haryana, India.
Dhariwal Head – Administration and
Information Technology
Kamlesh Sekhon Independent Director 10904525 House no., B19/486, Dhak Bazar, Near Shahi Smadhan, Patiala -
147 001, Punjab, India.
Ajay Sharma Independent Director 10904510 House no. 1238, second floor, Chandigarh Housing Board Flats,
Sector 43 B, Near Sports Complex, Chandigarh – 160 022, India.
Madan Kishore Independent Director 10926820 House no. 609, sector 15 A, Hisar – 125 001, Haryana, India
Sharma
For further details of our Board, see “Our Management – Board of Directors” on page 346.
Company Secretary and Compliance Officer
Gaurav Batra
DSS 72P, Sector - 15AP
Hisar – 125 001, Haryana, India
Telephone: +91 1662 453059
E-mail: compliance@dhariwalbuildtech.com
Book Running Lead Managers
SBI Capital Markets Limited
1501, 15th Floor, A & B Wing
Parinee Crescenzo building, G-Block
Bandra Kurla Complex, Bandra (East)
Mumbai 400 051, Maharashtra, India
76Telephone: +91 22 4006 9807
E-mail: dhariwal.ipo@sbicaps.com
Investor Grievance ID: investor.relations@sbicaps.com
Website: www.sbicaps.com
Contact person: Prashant Patankar/ Krithika Shetty
SEBI Registration No.: INM000003531
HDFC Bank Limited
Investment Banking Group
Unit no. 701, 702 and 702-A
7th floor, Tower 2 and 3
One International Centre, Senapati Bapat Marg
Prabhadevi, Mumbai 400 013
Maharashtra, India
Telephone: +91 22 3395 8233
E-mail: dhariwal.ipo@hdfcbank.com
Investor Grievance ID: investor.redressal@hdfcbank.com
Website: www.hdfcbank.com
Contact person: Bharti Ranga / Souradeep Ghosh
SEBI Registration No.: INM000011252
Legal Counsel to the Company as to Indian law
AZB & Partners AZB & Partners
AZB House AZB House
Peninsula Corporate Park Plot No. A8, Sector-4
Ganpatrao Kadam Marg Noida 201 301
Lower Parel Uttar Pradesh, India
Mumbai 400 013 Telephone: +91 120 417 9999
Maharashtra, India
Telephone: +91 (22) 6639 6880
E-mail: ipo.azb@azbparnters.com
Statutory Auditors to our Company
S.K. Singla & Associates
SCO-47, First Floor, Urban Estate, Adj. Pushpa Complex
Delhi Road, Hisar, Haryana - 125001, India
Tel: +91 9416147906
E-mail: casksingla@gmail.com
Firm Registration Number: 005903N
Peer Review Certificate Number: 017572
Changes in statutory auditors of our Company
There has been no change in our statutory auditors in the last three years preceding the date of this Draft Red Herring Prospectus.
Registrar to the Issue
MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
C-101, 1st Floor, 247 Park
L.B.S. Marg, Vikhroli West
Mumbai 400 083
Maharashtra, India
Telephone: +91 810 811 4949
E-mail: dhariwal.ipo@linkintime.co.in
Investor Grievance ID: dhariwal.ipo@linkintime.co.in
Website: www.linkintime.co.in
Contact person: Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
Syndicate Members
[●]
77Bankers to our Company
Axis Bank Limited HDFC Bank Limited
SCO No. 177, Commercial Urban State, 1st Floor, Akash Plaza, near Jindal Chowk
Red Square Market, Hissar – 125 001, Haryana, India. Dist. Hisar – 125 001, Haryana, India
Telephone: +9198123 67317 Telephone: +91 97294 13041
E-mail: shalu.rana@axisbank.com E-mail: amit.satishkumar@hdfcbank.com
Website: www.axixbank.com Website: www.hdfcbank.com
Contact Person: Shalu Rana Contact Person: Amit Kumar
ICICI Bank State Bank of India
Sco 57-60 Kamla Palace Road, State Bank of India, SME Branch Hisar (04048)
Red Square Market Hisar, 125001 JSL Complex, Hisar
Telephone: 9991122005 Haryana – 125 001
E-mail: aman.kumar21@icicibank.com Telephone: 9779510918
Website: www.icicibank.com E-mail: Sbi.04048@sbi.co.in
Contact Person: Aman Kumar Website: https://sbi.co.in
Contact Person: Shri Rupak Kumar Rajesh (AGM and Branch
Head)
Yes Bank Bank of Baroda
Level 4, 5 and 14, Max Towers Address: Mid Corporate Branch Ludhiana
Plot No-C-001-A-I Ground Floor, 2581/10A, Plot No., 871, R.K. Road
Noida, Uttar Pradesh 201301 Industrial Area, Cheema Chownk, Ludhiana – 141 003, Punjab,
Telephone: 571909 India
E-mail: anuj.malik@yesbank.in Telephone: +91 0161 5127219
Website: https://www.yesbank.in/contact-us E-mail: Midldh@Bankofbaroda.com
Contact Person: Anuj Malik Website: https://www.bankofbaroda.in
Contact Person: Kapil Bhardwaj (AGM and Branch Head)
Kotak Mahindra Bank Ltd. Indian Bank
SCO 153-154-155, Sector 9 C SCO 90, Green Square Market Hisar 125001
Chandigarh – 160 009, India. Telephone: +91 99974 30082
Telephone: +91 0172 5008 656 E-mail: H581@indianbank.co.in
E-mail: Shivam.miglani@kotak.com Website: www.indianbank.com
Website: www.kotak.com Contact Person: Sachin Kumar
Contact Person: Shivam Miglani
Bankers to the Issue
Escrow Collection Bank
[●]
Public Issue Account Bank
[●]
Refund Bank
[●]
Sponsor Bank(s)
[●]
Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
http://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 Branches with which an ASBA Bidder (other than a UPI Bidders), not Bidding
through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum Application Forms, is
available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such other
websites as may be prescribed by SEBI from time to time.
78Further, the branches of the SCSBs where the Designated Intermediaries could submit the ASBA Form(s) of Bidders (other
than RIBs) is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be updated from time to
time or at such other website as may be prescribed by SEBI from time to time.
Details of nodal officers of SCSBs, identified for Bids made through the UPI Mechanism, are available at www.sebi.gov.in.
Eligible SCSBs 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, SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, SEBI circular No SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April
20, 2022, and other applicable UPI Circulars, the UPI Bidders may only apply through the SCSBs and mobile applications
whose names appears on the website of the SEBI, which may be updated from time to time. A list of SCSBs and mobile
applications, using the UPI handles and which are live for applying in public issues using UPI mechanism, is provided in the
SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019. The said list is available on the website of
SEBI at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 for SCSBs and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 for mobile applications, as updated
from time to time or at such other websites as may be prescribed by SEBI from time to time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors and RIBs) 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
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35), updated from time to time or any
such other website as may be prescribed by SEBI 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 or any
such other website as may be prescribed by SEBI from time to time.
Registered Brokers
Bidders 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, including details such as postal address, telephone number
and e-mail address, is provided on the websites of the Stock Exchanges at https://www.bseindia.com/ and
https://www.nseindia.com, as updated from time to time.
RTAs
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
https://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx and
https://www.nseindia.com/products/consent/equities/ipos/asba-procedures.htm, as updated from time to time.
Designated 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 website of the Stock Exchanges at
http://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.
Experts to the Issue
Except as stated below, our Company has not obtained any expert opinions:
i. Our Company has received written consent dated September 27, 2025, from the Statutory Auditors, namely S.K. Singla
& Associates, Chartered Accountants, to include their name as required under section 26 (1) of the Companies Act,
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 to the extent and in their capacity as our Statutory Auditor, and in respect of (i) their
examination report dated September 26, 2025 on our Restated Consolidated Financial Statements; and (ii) their report
dated September 27, 2025 on the statement of tax benefits available to the Company, its shareholders and its Material
Subsidiaries in this Draft Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft
Red Herring Prospectus.
ii. Our Company has received written consent dated September 27, 2025 from TATTVAM & Co., Chartered
79Accountants, to include its name as an independent chartered accountant 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.
iii. Our Company has received written consent dated September 27, 2025 from Tarun Saini & Associates, to include their
name as the practising company secretary and as an “expert” as defined under Section 2(38) of the Companies Act.
Such consents have not been withdrawn as on the date of this Draft Red Herring Prospectus. It is clarified, the term “expert”
shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Monitoring Agency
Our Company will appoint a monitoring agency to monitor utilization of the Gross Proceeds, in accordance with Regulation 41
of the SEBI ICDR Regulations, prior to the filing of the Red Herring Prospectus. For details in relation to the proposed
utilisation of the Net Proceeds, see “Objects of the Issue” on page 98.
Appraising Entity
None of the objects of the Issue for which the Net Proceeds will be utilised have been appraised by any agency. For details, see
“Risk Factors – Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank
or financial institution or any other independent agency.” on page 52.
Statement of Responsibility of the BRLMs
The following table sets forth the inter-se allocation of responsibilities for various activities among the Book Running Lead
Managers:
Sr No Activity Responsibility Co-ordination
1. Capital structuring, positioning strategy, with the relative components BRLMs SBICAPS
and formalities such as composition of debt and equity, type of
instruments, due diligence of our Company including its
operations/management, legal etc. Drafting and design of the Draft Red
Herring Prospectus, the Red Herring Prospectus, this Prospectus,
abridged prospectus and application form. The BRLMs shall ensure
compliance with the SEBI ICDR Regulations and stipulated requirements
and completion of prescribed formalities with the Stock Exchanges, RoC
and SEBI and RoC filings and follow up and coordination till final
approval from all regulatory authorities.
2. Drafting and approval of all statutory advertisements BRLMs SBICAPS
3. Drafting and approval of all publicity material other than statutory BRLMs HDFC Bank
advertisement as mentioned above in point 2 including audio & visual
presentation, corporate advertising, brochure, etc. and filing of media
compliance report.
4. Appointment of intermediaries –Registrar to the Issue, advertising BRLMs SBICAPS
agency including co-ordination for agreements to be entered into with
such intermediaries.
5. Appointment of all other intermediaries – Bankers to the Issue, BRLMs HDFC Bank
Monitoring Agency, Sponsor Banks, printers to the Issue and other
intermediaries including co-ordination for agreements to be entered into
with such intermediaries.
6. Preparation of road show marketing presentation and frequently asked BRLMs HDFC Bank
questions
7. International institutional marketing of the Issue, which will cover, inter BRLMs HDFC Bank
alia:
• Marketing strategy;
• Finalizing the list and division of international investors for
one-to-one meetings; and
• Finalizing international road show and investor meeting
schedule
8. Domestic institutional marketing of the Issue, which will cover, inter BRLMs SBICAPS
alia:
• Institutional marketing strategy;
• Finalizing the list and division of domestic investors for one-
to-one meetings; and
Finalizing domestic road show and investor meeting Schedule
9. Retail marketing of the Issue, which will cover, inter alia: BRLMs HDFC Bank
80Sr No Activity Responsibility Co-ordination
• Finalising media, marketing, public relations strategy and
publicity budget, frequently asked questions at retail road
shows
• Finalising brokerage, collection centres
• Finalising centres for holding conferences for brokers etc.
• Follow-up on distribution of publicity and Offer material
• including form, RHP/ Prospectus and deciding on the
quantum of the Offer material
• Finalising Brokerage calculations
10. Non-institutional marketing of the Offer, which will cover, inter alia: BRLMs SBICAPS
• Finalising media, marketing, public relations strategy and
publicity budget
• Formulating strategies for marketing to Non – Institutional
Investors
11. Managing the book and finalization of pricing in consultation with the BRLMs SBICAPS
Company
12. Coordination with Stock Exchanges for book building software, bidding BRLMs HDFC Bank
terminals, mock trading, anchor coordination, anchor CAN and
intimation of anchor allocation.
13. Post bidding activities including management of escrow accounts, BRLMs HDFC Bank
coordinate non-institutional allocation, coordination with registrar,
SCSBs and Bank to the Issue, intimation of allocation and dispatch of
refund to bidders, etc.
Post-Issue activities, which shall involve essential follow-up steps
including allocation to Anchor Investors, follow-up with Bankers to the
Issue and SCSBs to get quick estimates of collection and advising our
Company about the closure of the Issue, based on correct figures,
finalisation of the basis of allotment or weeding out of multiple
applications, listing of instruments, dispatch of certificates or demat
credit and refunds and coordination with various agencies connected with
the post-issue activity such as registrar to the Issue, Bankers to the Issue,
SCSBs including responsibility for underwriting arrangements, as
applicable.
Co-ordination with SEBI and Stock Exchanges for submission of all post
Issue reports including the post Issue report to SEBI.
Credit Rating
As this is an issue of Equity Shares, there is no credit rating for the Issue.
IPO Grading
No credit rating agency registered with the SEBI has been appointed in respect of obtaining grading for the Issue.
Debenture Trustees
As this is an issue of Equity Shares, no debenture trustee has been appointed for the Issue.
Green Shoe Option
No green shoe option is contemplated under the Issue.
Filing of the Issue Documents
A copy of this Draft Red Herring Prospectus will be filed through SEBI Intermediary Portal at https://siportal.sebi.gov.in, as
specified in Regulation 25(8) of the SEBI ICDR Regulations and the SEBI ICDR Master Circular and will be emailed to SEBI
at cfddil@sebi.gov.in, in accordance with the instructions issued by the SEBI on March 27, 2020, in relation to “Easing of
Operational Procedure – Division of Issues and Listing – CFD” and as specified in Regulation 25(8) of the SEBI ICDR
Regulations.
A copy of the Red Herring Prospectus, along with the material documents and contracts required to be filed, will be filed with
the RoC in accordance with Section 32 of the Companies Act and a copy of the Prospectus required to be filed under Section
26 of the Companies Act, will be filed with the RoC situated at its office at ‘4th Floor, IFCI Tower, 61, Nehru Place, New Delhi
– 110 019, India’ and through the electronic portal at http://www.mca.gov.in/mcafoportal/loginvalidateuser.do. It will also be
filed with the SEBI at:
81Securities 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 (E) Mumbai, 400 051
Maharashtra, India.
Book Building Process
Book building, in the context of the Issue, refers to the process of collection of Bids from investors on the basis of the Red
Herring Prospectus and the Bid cum Application Forms (and the Revision Forms) within the Price Band. The Price Band and
minimum Bid lot will be decided by our Company, in consultation with BRLMs, 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,
Hindi being the regional language of Haryana, where our Registered and Corporate 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 on
their respective websites. The Issue Price shall be determined by our Company in consultation with the BRLMs after the Bid /
Issue Closing Date. For further details, see “Issue Procedure” on page 516.
All Bidders, except Anchor Investors, are mandatorily required to use the ASBA process for participating in the Issue
by providing details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by
SCSBs. In addition to this, the RIBs may participate through the ASBA process by either (a) providing the details of
their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs; or (b) through
the UPI Mechanism. Non-Institutional Investors with an application size of up to ₹ 500,000 shall use the UPI Mechanism
and shall also provide their UPI ID in the Bid cum Application Form submitted with Syndicate Members, Registered
Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents. Anchor Investors are not
permitted to participate in the Issue through the ASBA process. Pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, all individual bidders in initial public offerings whose
application sizes are up to ₹ 500,000 shall use the UPI Mechanism.
In accordance with the SEBI ICDR Regulations, QIBs and NIBs are not allowed to withdraw or lower the size of their
Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. RIBs Bidding in the Retail Portion
can revise their Bids during the Bid/Issue Period and withdraw their Bids until the Bid / Issue Closing Date. Further,
Anchor Investors cannot withdraw their Bids after the Anchor Investor Bid / Issue Period. Except for Allocation to
RIBs and NIBs, and the Anchor Investors (except QIBs), Allocation in the Issue will be on a proportionate basis.
Allocation to the Anchor Investors will be on a discretionary basis.
The Book Building Process is in accordance with guidelines, rules and regulations prescribed by SEBI and the Bidding
Process are subject to change from time to time and Bidders are advised to make their own judgment about an
investment through this process prior to submitting a Bid in the Issue.
Each Bidder will be deemed to have acknowledged the above restrictions and the terms of the Issue, by submitting their
Bid in the Issue.
Bidders should note that the Issue is also subject to obtaining (i) final approval of the RoC after the Prospectus is filed with the
RoC; and (ii) final listing and trading approvals from the Stock Exchanges, which our Company shall apply for after Allotment
within the same day or on the next Working Day after the Allotment Date for listing approval or such other time period as
prescribed under applicable law.
For further details on the method, procedure for Bidding and the price discovery procedure, see “Terms of the Issue”, “Issue
Structure” and “Issue Procedure” on pages 504, 511 and 516, respectively.
Underwriting Agreement
After the determination of the Issue Price and allocation of Equity Shares, but prior to the filing of the Prospectus with the RoC,
our Company will enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be offered
through the Issue. The extent of underwriting obligations and the Bids to be underwritten by each BRLMs shall be as per the
Underwriting Agreement. It is proposed that pursuant to the terms of the Underwriting Agreement, the obligations of the
Underwriters will be several and will be subject to certain conditions to closing, specified therein.
The Underwriting Agreement is dated [●]. The Underwriters have indicated their intention to underwrite the following number
of Equity Shares:
(This portion has been intentionally left blank and will be completed before filing the Prospectus with the RoC)
82Name, address, telephone number and e-mail address Indicative number of Equity Amount
of the Underwriters Shares to be underwritten Underwritten (₹ in million)
[●] [●] [●]
[●] [●] [●]
[●] [●] [●]
[●] [●] [●]
[●] [●] [●]
The above-mentioned is indicative underwriting and will be finalised after determination of Issue Price, Basis of Allotment and
actual allocation in accordance with provisions of the SEBI ICDR Regulations.
In the opinion of our Board, based solely on representations made by the Underwriters, the resources of the Underwriters are
sufficient to enable them to discharge their respective underwriting obligations in full. The above-mentioned Underwriters are
registered with SEBI under Section 12(1) of the SEBI Act or registered as brokers with the Stock Exchange(s). Our Board /
IPO Committee, at its meeting held on [●], has accepted and entered into the Underwriting Agreement mentioned above on
behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set forth in the table
above.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to the Equity
Shares allocated to investors respectively procured by them in accordance with the Underwriting Agreement.
83CAPITAL STRUCTURE
The share capital of our Company as on the date of this Draft Red Herring Prospectus is set forth below:
(in ₹ except share data)
Aggregate value at face Aggregate value at
value Issue Price*
A AUTHORIZED SHARE CAPITAL(1)
175,000,000 Equity Shares of face value of ₹10 each 1,750,000,000 -
B ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE
95,131,800 Equity Shares of face value of ₹10 each 951,318,000 -
C PRESENT ISSUE
Issue of up to [●] Equity Shares of face value of ₹10 each aggregating up [●] [●]
to ₹ 9,500.00 million (2)(3)
which includes:
Employee Reservation Portion of up to [●] Equity Shares of face value of [●] [●]
₹10 each aggregating up to ₹ [●] million (4)
Net Issue of up to [●] Equity Shares of face value of ₹10 each aggregating [●] [●]
up to ₹ [●] million
D ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE ISSUE*#
[●] Equity Shares of face value of ₹ 10 each* [●] -
E SECURITIES PREMIUM ACCOUNT
Before the Issue Nil
After the Issue [●]
* To be updated upon finalization of the Issue Price and subject to finalization of Basis of Allotment.
# Assuming full subscription in the Issue.
(1) For details in relation to the changes in the authorised share capital of our Company in the last 10 years, see “History and Certain Corporate Matters -
Amendments to our Memorandum of Association in the last 10 years” on page 336.
(2) Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus. The Pre-IPO
Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the
amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-
IPO Placement, if undertaken, shall not exceed ₹ 1,900.00 million, i.e., 20% of the size of the Fresh Issue. Prior to the completion of the Issue, our
Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no
guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock
Exchanges. Our Company shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety).
Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in
the relevant sections of the Red Herring Prospectus and the Prospectus.
(3) The Issue has been authorized by our Board pursuant to a resolution adopted at its meeting held on September 26, 2025 and by our Shareholders pursuant
to a special resolution adopted at their meeting held on September 27, 2025, in accordance with Section 62(1)(c) of the Companies Act, 2013.
(4) Eligible Employees bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹ 500,000 (net of the
Employee Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹ 200,000 (net
of the Employee Discount, if any). Only in the event of an under-subscription in the Employee Reservation Portion post the initial Allotment, such
unsubscribed portion may be Allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess
of ₹ 200,000 (net of the Employee Discount, if any), subject to the total Allotment to an Eligible Employee not exceeding ₹ 500,000 (net of the Employee
Discount, if any). Our Company, in consultation with the Book Running Lead Managers, may offer a discount of up to [●]% to the Issue Price (equivalent
of ₹[●] per Equity Share) to Eligible Employees Bidding in the Employee Reservation Portion, subject to necessary approvals as may be required, and
which shall be announced at least two Working Days prior to the Bid / Issue Opening Date.
Notes to the Capital Structure
1. Share capital history of our Company
(a) Equity Share capital:
The history of the equity share capital of our Company is set forth in the table below:
84Date of allotment of Number of Name of allottees Face Issue Form of Nature of allotment
equity shares equity shares value price consideration
allotted per per
equity equity
share (₹) share
(₹)
May 2, 2016 50,000 10,000 Equity Shares 10 10 Cash Initial subscription to
were allotted to Sahdev the Memorandum of
Kumar, 10,000 Equity Association*
Shares were allotted to
Chet Ram Dhariwal,
7,500 Equity Shares
were allotted to
Hitender Kumar, 7,500
Equity Shares were
allotted to Sher Singh
Garhwal, 5,000 Equity
Shares were allotted to
Saroj Bala, 5,000
Equity Shares were
allotted to Saroj
Dhariwal and 5,000
Equity Shares were
allotted to Shakuntla
Devi
June 22, 2016 680,000 80,000 Equity Shares 10 10 Cash** Private placement
were allotted to Chet
Ram Dhariwal HUF,
50,000 Equity Shares
were allotted to
Khushbu Goyal,
50,000 Equity Shares
were allotted to Navita,
70,000 Equity Shares
were allotted to
Rajender Singh,
40,000 Equity Shares
were allotted to Sahdev
Kumar HUF, 50,000
Equity Shares were
allotted to Saroj Bala,
80,000 Equity Shares
were allotted to Sumit
Goyal, 95,000 Equity
Shares were allotted to
Sumit Goyal HUF,
50,000 Equity Shares
were allotted to
Deepak Garg HUF,
25,000 Equity Shares
were allotted to Roma
Garg, 60,000 Equity
Shares were allotted to
Rajesh Kumar and
30,000 Equity Shares
were allotted to
Parveen Agarwal
May 29, 2017 1,309,500 12,500 Equity Shares 10 10 Cash** Private placement
were allotted to
Vikrant Narang,
80,000 Equity Shares
were allotted to Sudesh
Rani, 35,000 Equity
Shares were allotted to
Rajesh Kumar, 42,500
Equity Shares were
allotted to Sher Singh
85Date of allotment of Number of Name of allottees Face Issue Form of Nature of allotment
equity shares equity shares value price consideration
allotted per per
equity equity
share (₹) share
(₹)
HUF, 15,000 Equity
Shares were allotted to
Chet Ram Dhariwal
HUF***, 42,500 Equity
Shares were allotted to
Hitender Kumar HUF,
200,000 Equity Shares
were allotted to
Hitender Kumar,
40,000 Equity Shares
were allotted to
Rajinder Singh, 50,000
Equity Shares were
allotted to Navita,
150,000 Equity Shares
were allotted to
Shakuntla Devi,
150,000 Equity Shares
were allotted to Sahdev
Kumar, 60,000 Equity
Shares were allotted to
Madan Lal, 150,000
Equity Shares were
allotted to Chet Ram
Dhariwal, 35,000
Equity Shares were
allotted to Sumit Goyal
HUF, 22,000 Equity
Shares were allotted to
Khushbu Goyal,
150,000 Equity Shares
were allotted to Saroj
Dhariwal, 75,000
Equity Shares were
allotted to Deepak
Dhariwal
October 4, 2022 433,400 114,750 Equity Shares 10 300 Cash Rights issue
were allotted to Chet
Ram Dhariwal, 65,880
Equity Shares were
allotted to Saroj
Dhariwal, 66,400
Equity Shares were
allotted to Chet Ram
Dhariwal HUF, 55,250
Equity Shares were
allotted to Navita,
41,440 Equity Shares
were allotted to
Deepak Dhariwal,
1,590 Equity Shares
were allotted to
Deepak Dhariwal HUF
and 88,090 Equity
Shares were allotted to
Aditya Dhariwal
September 11, 2023 169,650 44,920 Equity Shares 10 560 Cash Rights issue
were allotted to Chet
Ram Dhariwal, 25,790
Equity Shares were
allotted to Saroj
86Date of allotment of Number of Name of allottees Face Issue Form of Nature of allotment
equity shares equity shares value price consideration
allotted per per
equity equity
share (₹) share
(₹)
Dhariwal, 25,990
Equity Shares were
allotted to Chet Ram
Dhariwal HUF, 21,630
Equity Shares were
allotted to Navita,
16,220 Equity Shares
were allotted to
Deepak Dhariwal, 620
Equity Shares were
allotted to Deepak
Dhariwal HUF and
34,480 Equity Shares
were allotted to Aditya
Dhariwal
December 30, 2024 92,489,250 24,488,450 Equity 10 N.A. N.A. Bonus issue of 35
Shares were allotted to Equity Shares for
Chet Ram Dhariwal, existing 1 Equity
14,058,450 Equity Share
Shares were allotted to
Saroj Dhariwal,
14,171,150 Equity
Shares were allotted to
Chet Ram Dhariwal
HUF, 11,790,800
Equity Shares were
allotted to Navita,
8,843,100 Equity
Shares were allotted to
Deepak Dhariwal,
339,850 Equity Shares
were allotted to
Deepak Dhariwal HUF
and 18,797,450 Equity
Shares were allotted to
Aditya Dhariwal
Total 95,131,800
* While the date of subscription to our Memorandum of Association was March 26, 2016, our Company was incorporated on May 2, 2016.
** The board resolutions for the allotment of Equity Shares contain inadvertent errors and records the consideration of issuance as ‘other than cash’
instead of ‘cash’. For details please, see “Outstanding Litigation and Material Developments – Actions taken by Statutory and Regulatory Authorities”
on page 481.
*** Our Company has erroneously mentioned the incomplete name of ‘Chet Ram Dhariwal HUF’ as ‘Chet Ram HUF’ in the board and shareholders
resolutions and list of allottees attached with the form PAS-3 filed with the RoC. For details please, see “Risk Factors – We have made certain errors
and omissions in our corporate records including secretarial filings made with RoC in the past. We cannot assure you that regulatory proceedings or
actions will not be initiated against us in the future and that we will not be subject to any penalty imposed by the competent regulatory authority in this
regard.” on page 49.
(b) Preference share capital
Our Company does not have any outstanding preference shares as on the date of this Draft Red Herring Prospectus.
(c) Issue of shares for consideration other than cash or out of revaluation reserves
As on the date of this Draft Red Herring Prospectus, our Company has not issued any equity shares or preference
shares for consideration other than cash and out of revaluation reserves since its incorporation.
(d) Issue of shares pursuant to any schemes of arrangement
Our Company has not allotted any shares pursuant to any scheme approved under Section 391-394 of the Companies
Act, 1956 or Section 230-232 of the Companies Act, 2013, as applicable.
87(e) Issue of shares pursuant to employee stock option schemes
Our Company has not issued any Equity Shares pursuant to employee stock option schemes.
(f) Issue of specified securities at a price lower than the Issue Price in the last one year
Except as disclosed under “- Share capital history of our Company – Equity Share capital”, our Company has not
issued any equity shares at a price that may be lower than the Issue Price during the last one year preceding the
date of this Draft Red Herring Prospectus.
2. Secondary transactions of the Equity Shares
Except as disclosed in “ - Build-up of our Promoters’ shareholding in our Company” and “ - Build-up of Promoter
Group shareholding in our Company” on pages 89 and 91, respectively, there has been no acquisition or transfer
of Equity Shares through secondary transactions by our Promoters and members of our Promoter Group, as on the
date of this Draft Red Herring Prospectus.
3. Details of shareholding of our Promoters and members of the Promoter Group in our Company
(a) Equity Shareholding of our Promoters
As on the date of this Draft Red Herring Prospectus, our Promoters hold 94,782,240 Equity Shares, equivalent to
99.63% of the issued, subscribed and paid-up Equity Share capital of our Company.
(i) All Equity Shares held by our Promoters are in dematerialized form as on the date of this Draft Red Herring
Prospectus.
(ii) Build-up of our Promoters’ shareholding in our Company
The details regarding the build-up of the Equity shareholding of our Promoters in our Company since its
incorporation is set forth in the table below:
(The remainder of the page has been intentionally left blank)
88Date of allotment/ Number of equity Nature of transaction Nature of Face value Issue price/ Percentage of Percentage of
transfer shares consideration per equity transfer pre-Issue equity post-Issue
share (₹) price per share capital equity share
equity share (%) capital#
(₹) (%)
Chet Ram Dhariwal
May 2, 2016 10,000 Initial subscription to the Memorandum of Cash 10 10 0.01 [●]
Association*
May 29, 2017 150,000 Private placement Cash** 10 10 0.16 [●]
December 27, 2018 60,000 Transfer of equity shares from M/s Madan Lal Cash 10 18.50 0.06 [●]
December 27, 2018 160,000 Transfer of equity shares from Sahdev Kumar Cash 10 18.50 0.17 [●]
December 27, 2018 130,000 Transfer of equity shares from Sumit Goyal HUF Cash 10 18.50 0.14 [●]
December 27, 2018 30,000 Transfer of equity shares from Parveen Agarwal Cash 10 18.50 0.03 [●]
October 4, 2022 114,750 Rights issue Cash 10 300 0.12 [●]
September 11, 2023 44,920 Rights issue Cash 10 560 0.05 [●]
December 30, 2024 24,488,450 Bonus issue NA 10 NA 25.74 [●]
Total (A) 25,188,120 26.48 [●]
Chet Ram Dhariwal HUF
June 22, 2016 80,000 Private placement Cash** 10 10 0.08 [●]
May 29, 2017 15,000 Private placement Cash** 10 10 0.02 [●]
December 27, 2018 110,000 Transfer of equity shares from Rajender Singh Cash 10 18.50 0.12 [●]
December 27, 2018 95,000 Transfer of equity shares from Rajesh Kumar Cash 10 18.50 0.10 [●]
December 27, 2018 12,500 Transfer of equity shares from Vikrant Cash 10 18.50 0.01 [●]
October 4, 2022 66,400 Rights issue Cash 10 300 0.07 [●]
September 11, 2023 25,990 Rights issue Cash 10 560 0.03 [●]
December 30, 2024 14,171,150 Bonus issue NA 10 NA 14.90 [●]
Total (B) 14,576,040 15.32 [●]
Deepak Dhariwal
May 29, 2017 75,000 Private placement Cash** 10 10 0.08 [●]
December 27, 2018 80,000 Transfer of equity shares from Sumit Goyal Cash 10 18.50 0.08 [●]
December 27, 2018 40,000 Transfer of equity shares from Sahdev Kumar HUF Cash 10 18.50 0.04 [●]
October 4, 2022 41,440 Rights issue Cash 10 300 0.04 [●]
September 11, 2023 16,220 Rights issue Cash 10 560 0.02 [●]
December 30, 2024 8,843,100 Bonus issue NA 10 NA 9.30 [●]
Total (C) 9,095,760 9.56 [●]
Aditya Dhariwal
December 27, 2018 207,500 Transfer of equity shares from Hitender Kumar Cash 10 18.50 0.22 [●]
December 27, 2018 72,000 Transfer of equity shares from Khushbu Goyal Cash 10 18.50 0.08 [●]
December 27, 2018 50,000 Transfer of equity shares from Deepak Garg HUF Cash 10 18.50 0.05 [●]
December 27, 2018 42,500 Transfer of equity shares from Sher Singh HUF Cash 10 18.50 0.04 [●]
December 27, 2018 42,500 Transfer of equity shares from Hitender Kumar HUF Cash 10 18.50 0.04 [●]
October 4, 2022 88,090 Rights issue Cash 10 300 0.09 [●]
September 11, 2023 34,480 Rights issue Cash 10 560 0.04 [●]
December 30, 2024 18,797,450 Bonus issue NA 10 NA 19.76 [●]
89Date of allotment/ Number of equity Nature of transaction Nature of Face value Issue price/ Percentage of Percentage of
transfer shares consideration per equity transfer pre-Issue equity post-Issue
share (₹) price per share capital equity share
equity share (%) capital#
(₹) (%)
Total (D) 19,334,520 20.32 [●]
Saroj Dhariwal
May 2, 2016 5,000 Initial subscription to the Memorandum of Cash 10 10 0.01 [●]
Association*
May 29, 2017 150,000 Private placement Cash** 10 10 0.16 [●]
December 27, 2018 155,000 Transfer of equity shares from Shakuntla Devi Cash 10 18.50 0.16 [●]
October 4, 2022 65,880 Rights issue Cash 10 300 0.07 [●]
September 11, 2023 25,790 Rights issue Cash 10 560 0.03 [●]
December 30, 2024 14,058,450 Bonus issue NA 10 NA 14.78 [●]
Total (E) 14,460,120 15.20 [●]
Navita
June 22, 2016 50,000 Private placement Cash** 10 10 0.05 [●]
May 29, 2017 50,000 Private placement Cash** 10 10 0.05 [●]
December 27, 2018 55,000 Transfer of equity shares from Saroj Bala Cash 10 18.50 0.06 [●]
December 27, 2018 25,000 Transfer of equity shares from Roma Garg Cash 10 18.50 0.03 [●]
December 27, 2018 80,000 Transfer of equity shares from Sudesh Rani Cash 10 18.50 0.08 [●]
October 4, 2022 55,250 Rights issue Cash 10 300 0.06 [●]
September 11, 2023 21,630 Rights issue Cash 10 560 0.02 [●]
December 30, 2024 11,790,800 Bonus issue NA 10 NA 12.39 [●]
Total (F) 12,127,680 12.75 [●]
Total 94,782,240 99.63 [●]
(A+B+C+D+E+F)
#To be updated at the Prospectus stage.
* While the date of subscription to our Memorandum of Association was March 26, 2016, our Company was incorporated on May 2, 2016.
** The board resolutions for the allotment of Equity Shares contain inadvertent errors and records the consideration of issuance as ‘other than cash’ instead of ‘cash’. For details please, see “Risk Factors – We have
made certain errors and omissions in our corporate records including secretarial filings made with RoC in the past. We cannot assure you that regulatory proceedings or actions will not be initiated against us in the
future and that we will not be subject to any penalty imposed by the competent regulatory authority in this regard. on page 49.
90(iii) All the Equity Shares held by our Promoters were fully paid-up on the respective dates of allotment or
acquisition, as applicable, of such Equity Shares.
(iv) As on the date of this Draft Red Herring Prospectus, none of the Equity Shares held by our Promoters are
pledged.
(b) Equity Shareholding of our members of the Promoter Group and the directors of the Promoters
(i) As on the date of this Draft Red Herring Prospectus, except as disclosed below, the members of our Promoter
Group do not hold any Equity Shares. Further, none of our Promoters is a body corporate.
Sr. No. Name of the Shareholder Number of Equity Shares Percentage of pre-
Issue Equity Share
capital (%)
Promoter Group
1. Deepak Dhariwal HUF 349,560 0.37
Total 349,560 0.37
(ii) Except as disclosed in “– Build-up of our Promoters’ shareholding in our Company” on page 89, neither our
Promoters, nor the members of the Promoter Group 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. Further,
none of our Directors of our Company nor any of their respective 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.
(iii) There have been no financing arrangements whereby the members of the Promoter Group, our Directors, or
their relatives have financed the purchase by any other person of securities of our Company other than in the
normal course of the business of the financing entity, during a period of six months immediately preceding
the date of this Draft Red Herring Prospectus.
4. Details regarding build-up of the Equity shareholding of the members of the Promoter Group:
The details regarding the build-up of the Equity shareholding of the members of the Promoter Group are
disclosed below:
Build-up of Promoter Group shareholding in our Company:
Date of Number of Nature of transaction Nature of Face Issue Percentage of Percentage
allotment/ equity shares consideration Value Price/ the pre-Issue of the
transfer per Transfer equity share post- Issue
equity price per capital capital#
share equity (%) (%)
(₹) share (₹)
Deepak Dhariwal HUF
December 27, 7,500 Transfer of equity shares from Cash 10 18.50 0.01 [●]
2018 Sher Singh Garhwal
October 4, 1,590 Rights Issue Cash 10 300 0.00 [●]
2022
September 11, 620 Rights Issue Cash 10 560 0.00 [●]
2023
December 30, 339,850 Bonus Issue N.A. 10 N.A. 0.36 [●]
2024
Total 349,560 0.37
#To be updated at the Prospectus stage.
5. Details of statutory lock-in of Equity Shares
(i) Details of Promoter’s contribution locked in for eighteen months:
In accordance with the Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the post-
Issue Equity Share capital of our Company held by our Promoters shall be locked in for a period of eighteen
months, from the date of Allotment as minimum promoters’ contribution (“Promoters’ Contribution”), and our
91Promoters’ shareholding in excess of 20% of the fully diluted post-Issue Equity Share capital of our Company
shall be locked in for a period of six months from the date of Allotment. For details, see “Objects of the Issue –
Details of the Objects of the Issue” on page 99. As on the date of this Draft Red Herring Prospectus, our Promoters
hold 94,782,240 Equity Shares, equivalent to 99.63% of the issued, subscribed and paid-up Equity Share capital
of our Company, the required portion of which are eligible for Promoters’ Contribution.
The 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:
Number of Date of Nature of Face value Issue/ Percentage Percentage Date up to
Equity allotment / transaction per equity acquisition of the pre- of the post- which the
Shares transfer of share (₹) price per Issue paid- Issue paid- Equity
locked- the Equity Equity up capital up capital Shares are
in(1)(2) Shares and Share (%) (%) subject to
when made (₹) lock-in
fully paid-
up
[●] [●] [●] [●] [●] [●] [●] [●]
Note: To be updated in the Prospectus
(1) For a period of eighteen months from the date of Allotment or such other period as prescribed under SEBI ICDR Regulations from the
date of Allotment.
(2) All Equity Shares were fully paid-up at the time of allotment/acquisition.
Our Promoters have given consent for inclusion of such number of Equity Shares held by them as part of the
Promoters’ Contribution, subject to lock-in requirements as specified under Regulation 14 of the SEBI ICDR
Regulations. Our Promoters have agreed not to dispose, sell, transfer, create any pledge, lien or otherwise
encumber in any manner, the Promoters’ Contribution from the date of filing this Draft Red Herring Prospectus,
until the expiry of the lock-in specified above, or for such other time as required under the SEBI ICDR Regulations,
except as may be permitted, in accordance with the SEBI ICDR Regulations.
Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible for
computation of Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations.
In this connection, we confirm the following:
1. The Equity Shares offered for Promoters’ Contribution do not include Equity Shares acquired in the three
immediately preceding years (a) for consideration other than cash involving revaluation of assets or
capitalisation of intangible assets; or (b) resulting from a bonus issue of Equity Shares out of revaluation
reserves or unrealised profits of our Company or from a bonus issuance of Equity Shares against Equity Shares,
which are otherwise ineligible for computation of Promoters’ Contribution. The price per share for determining
securities ineligible for Minimum Promoters’ Contribution, shall be determined, after adjusting the same for
corporate actions such as share split, bonus issue, etc. undertaken by the Company;
2. The Promoters’ Contribution does not include any Equity Shares acquired during the immediately preceding
one year from the date of this Draft Red herring Prospectus at a price lower than the price at which the Equity
Shares are being offered to the public in the Issue;
3. Our Company has not been formed by the conversion of one or more partnership firms or limited liability
partnerships into a company in the preceding one year and hence, no Equity Shares have been issued in the one
year immediately preceding the date of this Draft Red Herring Prospectus pursuant to conversion from one or
more partnership firms or limited liability partnerships; and
4. As on the date of this Draft Red Herring Prospectus, the Equity Shares offered for Promoters’ Contribution are
not subject to pledge or any other encumbrance with any creditor.
(ii) Details of Equity Shares locked-in for six months
In terms of Regulation 17 of the SEBI ICDR Regulations, the entire pre-Issue Equity Share capital held by persons
other than the Promoters will be locked-in for a period of six months from the date of Allotment, other than (a)
Equity Shares allotted to employees (whether currently an employee or not) pursuant to an employee stock option
plan or employee stock purchase scheme or employee stock appreciation right scheme, prior to the Issue; and (b)
Equity Shares held by an employee stock option trust or transferred to the employees (whether currently an
92employee or not) by an employee stock option trust pursuant to exercise of options by the employees, in
accordance with an employee stock option plan or employee stock purchase scheme or employee stock
appreciation right scheme. For the purposes of (a) and (b) above, the Equity Shares shall include any equity shares
allotted pursuant to bonus issue against equity shares allotted pursuant to employee stock option plan or employee
stock purchase scheme or employee stock appreciation right scheme. In terms of Regulation 17(c) of the SEBI
ICDR Regulations, Equity Shares held by a venture capital fund (“VCF”) or alternative investment fund (“AIF”)
of category I or category II or a foreign venture capital investor (“FVCI”) shall not be locked-in for a period of
six months from the date of Allotment, provided that such Equity Shares shall be locked-in for a period of at least
six months from the date of purchase by the venture capital fund or alternative investment fund of category I or
category II or foreign venture capital investor.
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.
(iii) Lock-in of Equity Shares Allotted to Anchor Investors
There shall be a lock-in of 90 days on 50% of the Equity Shares allotted to the Anchor Investors from the date of
Allotment, and lock-in of 30 days on the remaining 50% of the Equity Shares allotted to the Anchor Investors from
the date of Allotment.
(iv) Other requirements in respect of lock-in
(a) The Equity Shares held by our Promoters and locked-in for a period of eighteen months from the date of
Allotment may be pledged only with scheduled commercial banks or public financial institutions or
NBFC-ND-SI or housing finance companies, as collateral security for loans granted by such banks or
public financial institutions or NBFC-ND-SI or housing finance companies in terms of Regulation 21(a)
of the SEBI ICDR Regulations, provided that such loans have been granted for the purpose of financing
one or more of the objects of the Issue and pledge of Equity Shares is a term of sanction of such loans.
The Equity Shares held by our Promoters and locked-in for a period of six months / one year from the date
of Allotment may be pledged only with scheduled commercial banks or public financial institutions or
NBFC-ND-SI or housing finance companies, as collateral security for loans granted by such banks or
public financial institutions or NBFC-ND-SI or housing finance companies in terms of Regulation 21(b)
of the SEBI ICDR Regulations, provided that the pledge of Equity Shares is a term of sanction of such
loans. 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.
(b) In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters and
locked-in as per Regulation 16 of the SEBI ICDR Regulations, may be transferred to and among any
member of the Promoter Group or a new promoter or persons in control of our Company, subject to
continuation of lock-in in the hands of the transferee for the remaining period and compliance with the
Takeover Regulations, as applicable, and such transferee shall not be eligible to transfer them till the lock-
in period stipulated in the SEBI ICDR Regulations has expired.
(c) The Equity Shares held by any person other than our Promoters and locked-in for a period of six months
from the date of Allotment in the Issue as per Regulation 17 of the SEBI ICDR Regulations, may be
transferred to any other person holding the Equity Shares which are locked-in, subject to continuation of
the lock-in in the hands of transferees for the remaining period and compliance with the Takeover
Regulations, as applicable.
(The remainder of this page has intentionally been left blank)
936. Shareholding Pattern of our Company
The table below presents the shareholding pattern of our Company as on the date of this Draft Red Herring Prospectus:
Catego Category of Number Number Num Numbe Total Sharehol Number of Voting Rights Number Total No Sharehol Number of Number of Non- Other Total Number of Equity
ry shareholder of of fully ber r of number ding as a held in each class of of of shares ding, as a Locked in Equity Disposal encumbra number Shares of face value
(I) (II) sharehol paid up of shares of shares % of securities (IX) Equity on fully % Equity Shares of Underta nces, if of ₹ 10 each held in
ders (III) Equity Partl underly held total Shares diluted assuming Shares face value king any (XVI) shares dematerialized
Shares of y ing (VII) number of face basis full (XIII) ₹ 10 each (XV) encumb form
face paid- Deposit =(IV)+(V of shares value ₹ (includin conversio pledged ered (XIX) *
value ₹10 up ory )+ (VI) * (calculate 10 each g n of (XIV) (XVII) =
each held Equit Receipt d as per Underlyi warrants, convertib (X
(IV) * y s SCRR, ng ESOP, le
Shar (VI) 1957) Outstan Converti securities
es of As a % ding ble (as a
face of (VIII) converti Securities percentag
value ble etc.) e of
₹5 securitie (XI)=(VII diluted
each s +X) share
held Number of voting Tot (includin capital) Num As a Num As a
(V) rights al g (XII)= ber % ber %
Class: Total as a Warrant (VII)+(X) (a) of (a) of
Equity % s, ESOP, As a % of total total
Shares of etc.) (A+B+C2 Sha Sha
(X) ) res res
held held
(b) (b)
(A) Promoters 7 95,131,80 - - 95,131,80 100.00 95,131,80 95,131,80 100. - - 100.00 - - - - - - - 95,131,800
and 0 0 0 0 00
Promoter
Group
(B) Public - - - - - - - - - - - - - - - - - - - -
(C) Non - - - - - - - - - - - - - - - - - - - -
Promoter-
Non Public
(C1) Shares - - - - - - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares held - - - - - - - - - - - - - - - - - - - -
by employee
trusts
Total 7 95,131,80 - - 95,131,80 100.00 95,131,80 95,131,80 100. - - 100.00 - - - - - - - 95,131,800
(A)+(B)+(C) 0 0 0 0 00
*The total number of Shareholders has been computed based on the beneficiary position statement dated September 26, 2025.
947. Major shareholders
The list of our major Shareholders and the number of Equity Shares held by them is provided below:
a) The details of our Shareholders holding 1% or more of the paid-up Equity Share capital of our Company
as on the date of filing of this Draft Red Herring Prospectus are set forth below:
Sr. No. Name of the Shareholder Number of Equity Percentage of
Shares of face value the pre-Issue
of ₹10 each held Equity Share
capital
1. Chet Ram Dhariwal 25,188,120 26.48
2. Aditya Dhariwal 19,334,520 20.32
3. Chet Ram Dhariwal HUF 14,576,040 15.32
4. Saroj Dhariwal 14,460,120 15.20
5. Navita 12,127,680 12.75
6. Deepak Dhariwal 9,095,760 9.56
Total 94,782,240 99.63
Based on the beneficiary position statement dated September 26, 2025.
b) The details of our Shareholders who held 1% or more of the paid-up Equity Share capital of our Company
10 days prior to the date of filing of this Draft Red Herring Prospectus are set forth below:
Sr. No. Name of the Shareholder Number of Equity Percentage of
Shares of face value the pre-Issue
of ₹10 each held Equity Share
capital
1. Chet Ram Dhariwal 25,188,120 26.48
2. Deepak Dhariwal 90,95,760 9.56
3. Chet Ram Dhariwal HUF 1,45,76,040 15.32
4. Saroj Dhariwal 1,44,60,120 15.20
5. Aditya Dhariwal 1,93,34,520 20.32
6. Navita 1,21,27,680 12.75
Total 94,782,240 99.63
Based on the beneficiary position statement dated September 17, 2025.
c) The details of our Shareholders who held 1% or more of the paid-up equity share capital of our Company
one year prior to the date of filing of this Draft Red Herring Prospectus are set forth below:
Sr. No. Name of the Shareholder Number of equity Percentage of
shares of face value of the pre-Issue
₹10 each held equity share
capital
1. Chet Ram Dhariwal 699,670 26.48
2. Aditya Dhariwal 537,070 20.32
3. Chet Ram Dhariwal HUF 404,890 15.32
4. Saroj Dhariwal 401,670 15.20
5. Navita 336,880 12.75
6. Deepak Dhariwal 252,660 9.56
Total 2,632,840 99.63
Based on the beneficiary position statement dated September 27, 2024.
d) The details of our Shareholders who held 1% or more of the paid-up equity share capital of our Company
two years prior to the date of filing of this Draft Red Herring Prospectus are set forth below:
Sr. No. Name of the Shareholder Number of equity Percentage of
shares of face value of the pre-Issue
₹10 each held equity share
capital
1. Chet Ram Dhariwal 699,670 26.48
2. Aditya Dhariwal 537,070 20.32
3. Chet Ram Dhariwal HUF 404,890 15.32
4. Saroj Dhariwal 401,670 15.20
5. Navita 336,880 12.75
95Sr. No. Name of the Shareholder Number of equity Percentage of
shares of face value of the pre-Issue
₹10 each held equity share
capital
6. Deepak Dhariwal 252,660 9.56
Total 2,632,840 99.63
Based on the beneficiary position statement dated September 27, 2023.
8. Except for (i) the Pre-IPO Placement; and (ii) the allotment of Equity Shares pursuant to the Issue, there will
be no further issue of Equity Shares 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 moneys 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.
9. Our Company presently does not intend or propose to alter its capital structure until 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 Equity Shares pursuant to the Issue.
10. There are no outstanding convertible securities or any warrant, option or right to convert a debenture, loan
or other instrument which would entitle any person any option to receive Equity Shares, as on the date of
this Draft Red Herring Prospectus.
11. Our Company, our Directors, and the Book Running Lead Managers have not entered into buy-back
arrangements and / or any other similar arrangements for the purchase of Equity Shares being offered through
the Issue.
12. As on the date of this Draft Red Herring Prospectus, our Company has a total of 7 Shareholders.
13. As on the date of this Draft Red Herring Prospectus, the Book Running Lead Managers and their respective
associates (determined as per the definition of ‘associate company’ under the Companies Act, 2013 and as
per definition of the term ‘associate’ under the SEBI Merchant Bankers Regulations) do not hold any Equity
Shares of our Company. The Book Running Lead Managers and their affiliates may engage in the
transactions with and perform services for our Company in the ordinary course of business or may in the
future engage in commercial banking and investment banking transactions with our Company for which they
may, in the future, receive customary compensation.
14. There are no partly paid up Equity Shares as on the date of this Draft Red Herring Prospectus and all Equity
Shares issued pursuant to the Issue will be fully paid up at the time of Allotment.
15. No person connected with the Issue, including, but not limited to, the Book Running Lead Managers, the
Syndicate Members, our Company, our Promoters, the members of the Promoter Group 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.
16. Neither the (i) Book Running Lead Managers or any associate of the Book Running Lead Managers other
than the Mutual Funds sponsored by entities which are associate of the Book Running Lead Managers or
insurance companies promoted by entities which are associate of the Book Running Lead Managers or AIFs
sponsored by the entities which are associate of the Book Running Lead Managers or FPIs other than
individuals, corporate bodies and family offices which are associate of the Book Running Lead Managers or
pension funds sponsored by entities which are associate of the Book Running Lead Managers; nor (ii) any
person related to our Promoters or the members of the Promoter Group shall apply in the Issue under the
Anchor Investors Portion.
17. Our Promoters and the members of the Promoter Group shall not participate in the Issue.
9618. Our Company shall ensure that the details of the Pre-IPO Placement will be reported to the Stock Exchanges
within 24 hours of the Pre-IPO Placement.
19. Our Company shall ensure that all transactions in the Equity Shares by our Promoters and the members of
the Promoter Group between the date of filing of this Draft Red Herring Prospectus and the date of closure
of the Issue shall be intimated to the Stock Exchanges within 24 hours of such transactions.
20. At any given time, there shall be only one denomination of the Equity Shares of our Company.
21. Our Company is in compliance with the Companies Act, 2013 with respect to the issuances of securities
from the date of incorporation of our Company until the date of filing of this Draft Red Herring Prospectus.
22. As on the date of this Draft Red Herring Prospectus, our Company does not have any subsisting employee
stock option plan or employee stock appreciation right scheme.
97OBJECTS OF THE ISSUE
The Issue comprises of a fresh issue of up to [●] Equity Shares aggregating up to ₹ 9,500 million. The proceeds
of the Issue, after deducting the Issue related expenses, are estimated to be ₹ [●] million.
Net Proceeds
The details of the proceeds of the Issue are summarised in the table below:
(₹ in million)
Particulars Estimated Amount*
Gross proceeds from the Issue^ Up to 9,500.00**
Less: Estimated Issue related expenses in relation to the Issue# [●]
Net Proceeds [●]
^ Includes the proceeds, if any, received pursuant to the Pre-IPO Placement. The Pre-IPO Placement, if undertaken, will be at a price to be
decided by our Company, in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO
Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken,
shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of the Issue, our Company shall appropriately intimate the
subscribers to the Pre-IPO Placement, prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company
may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our Company
shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety). Further,
relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in
the relevant sections of the Red Herring Prospectus and the Prospectus.
*To be finalised upon determination of the Issue Price and updated in the Prospectus at the time of filing with the RoC.
**Subject to full subscription to the Issue.
# For details, see “- Issue expenses” on page 165.
Requirement of Funds:
Our Company proposes to utilise the Net Proceeds towards funding the following objects:
(in ₹ million)
S. No. Particulars Estimated Amount(1)
1. R epayment or prepayment of all or a portion of certain outstanding borrowings availed 1,742.26
by our Company
2. I nvestment in our Material Subsidiaries for repayment or prepayment of all or a portion 3,000.00
of certain of its outstanding borrowings
3. F unding capital expenditure for purchase of construction equipment by our Company 2,030.00
4. G eneral corporate purposes (2) [●]
Total* [●]
* To be determined upon finalisation of the Issue Price and updated in the Prospectus prior to filing with the RoC.
(1) Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus. The
Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO
Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance
with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed ₹ 1,900.00 million, i.e., 20% of the size of the
Fresh Issue. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement,
prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the
Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our Company shall report any Pre-IPO
Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety). Further, relevant disclosures in
relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections
of the Red Herring Prospectus and the Prospectus.
(2) The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds in accordance with SEBI ICDR
Regulations.
The main objects clause and the objects incidental and ancillary to the main objects clause set out in the
Memorandum of Association enable us to undertake (i) our existing business activities; and (ii) the activities
proposed to be funded from the Net Proceeds, i.e., the activities for which: (a) the borrowings proposed to be
repaid/ prepaid of the Company; (b) the investment in our Subsidiaries made for repayment or prepayment of the
borrowings availed; and (c) the funds earmarked for capital expenditure for purchase of construction equipment
by our Company.
Utilization of Net Proceeds and Proposed Schedule of Implementation and Deployment of Net Proceeds
The Net Proceeds are currently expected to be deployed in accordance with the schedule set forth below:
(₹ in million)
98Particulars Estimated Amount Estimated Utilization of Net Proceeds
to be funded from Fiscal 2027 Fiscal 2028
Net Proceeds
Repayment or prepayment of all or a portion 1,742.26 1,742.26 -
of certain outstanding borrowings availed by
our Company
Investment in our Subsidiaries for repayment 3,000.00 3,000.00 -
or prepayment of all or a portion of certain of
its outstanding borrowings
Funding capital expenditure for purchase of 2,030.00 1,530.00 500.00
construction equipment by our Company
General corporate purposes(1)(2)(3) [●] [●] [●]
Total [●] [●] [●]
(1) To be finalised upon determination of Issue Price and updated in the Prospectus, at the time of filing with the RoC.
(2) The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Issue, in accordance with the SEBI
ICDR Regulations
(3) Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red Herring Prospectus. The
Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in consultation with the BRLMs. If the Pre-IPO
Placement is completed, the amount raised pursuant to the Pre-IPO Placement will be reduced from the Fresh Issue, subject to compliance
with Rule 19(2)(b) of the SCRR. The Pre-IPO Placement, if undertaken, shall not exceed ₹ 1,900.00 million, i.e., 20% of the size of the
Fresh Issue. Prior to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement,
prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the
Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our Company shall report any Pre-IPO
Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part or in entirety). Further, relevant disclosures in
relation to such intimation to the subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant
sections of the Red Herring Prospectus and the Prospectus.
The deployment of funds indicated above will be based on management estimates, existing circumstances of our
business and prevailing market conditions, which may subject to change. See “Risk Factors – Our funding
requirements and proposed deployment of the Net Proceeds are based primarily on management estimates and
our management will have broad discretion over the use of Net Proceeds. The utilisation of the Net Proceeds may
be subject to change based on various factors, some which are beyond our control. Further, any change or
variation in the utilisation of Net Proceeds from the terms and conditions stated in this Draft Red Herring
Prospectus shall be subject to compliance requirements, including among other things, prior Shareholders’
approval.” on page 52.
The funding requirements and deployment of the Net Proceeds as described herein are based on various factors
such as our financial condition, business strategies and external factors such as market conditions, any epidemic,
competitive environment and other external factors, which would not be within the control of our management.
This may entail rescheduling or revising the proposed utilisation of the Net Proceeds, implementation schedule
and funding requirements, including the expenditure for a particular purpose, at the discretion of our management,
subject to compliance with applicable laws. Subject to applicable laws, in the event of any increase in the actual
utilization of funds earmarked for the purposes set forth above, such additional funds for a particular activity will
be met by way of means available to us, including from internal accruals and any additional equity and/or debt
arrangements.
Further, in case of variations in the actual utilisation of funds earmarked for the purposes set forth above, increased
fund requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the
other purposes for which funds are being raised in the Issue. In the event that the estimated utilisation of the Net
Proceeds in a scheduled Fiscal is not completely met, due to the reasons stated above, the same shall be utilised
in the next Fiscal, as may be determined by our Company in accordance with applicable laws. This may entail
rescheduling the proposed utilization of the Net Proceeds and changing the deployment of funds at the discretion
of our management, subject to compliance with applicable laws.
In case of a shortfall in raising requisite capital from the Net Proceeds towards meeting the aforementioned
Objects, we may explore a range of options including utilising our internal accruals.
Details of the Objects of the Issue
1. Repayment or prepayment of all or a portion of certain outstanding borrowings availed by our
Company
Our Company has entered into various financing arrangements for borrowings, in the form of, inter alia, term
loans, working capital loans, unsecured loans, from various banks, financial institutions and unsecured lenders.
99As on June 30, 2025, the total outstanding borrowings (fund based and non-fund based) of our Company is ₹
8,975.26 million. For details of these financing arrangements including indicative terms and conditions, see
“Financial Indebtedness” on page 477.
Our Company intends to utilize ₹ 1,742.26 million from the Net Proceeds towards repayment or prepayment of
all, or a portion, of the outstanding borrowings, payment of prepayment penalties and interest obligations in
relation to certain loans availed by our Company, the details of which are listed out in the table below. Pursuant
to the terms of the borrowing arrangements, prepayment of certain indebtedness may attract prepayment charges
as prescribed by the respective lender. Such prepayment charges, as applicable, along with interest and other
related costs, will also be funded out of the Net Proceeds. In the event the Net Proceeds are insufficient for payment
of pre-payment penalty, interest or other related costs, as applicable, such payment shall be made from the internal
accruals of our Company.
Given the nature of the borrowings and the terms of repayment or prepayment, the aggregate outstanding amounts
under the borrowings may vary from time to time and our Company may, in accordance with the relevant
repayment schedule, repay or refinance some of its existing borrowings prior to Allotment. Further, the amounts
outstanding under the borrowings as well as the sanctioned limits are dependent on several factors and may vary
with the business cycle of our Company with multiple intermediate repayments, drawdowns and enhancement of
sanctioned limits. Further, our Company may also avail additional borrowings after the date of this Draft Red
Herring Prospectus and/or draw down further funds under existing loans from time to time. Accordingly, in case
any of the below loans are repaid, pre-paid or further drawn-down prior to the completion of the Issue, we may
utilize the Net Proceeds towards repayment / pre-payment of such additional borrowings. In light of the above, if
at the time of filing the Red Herring Prospectus, any of the below mentioned loans are repaid in part or full or
refinanced or if any additional credit facilities are availed or drawn down and if the terms of new loans are more
onerous than the older loans or if the limits under the working capital borrowings are increased, then the table
below shall be suitably revised to reflect the revised amounts or loans as the case may be which have been availed
by our Company.
We believe that the repayment or prepayment of all or a portion of certain outstanding borrowings availed by our
Company will help reduce our outstanding indebtedness and debt servicing costs, assist us in maintaining a
favourable debt to equity ratio and enable utilisation of our internal accruals for further investment in business
growth and expansion.
There has been no instance of delays, defaults, and rescheduling/ restructuring of the aforementioned borrowings
of our Company. Further, as on the date of this Draft Red Herring Prospectus, our Company has obtained all
applicable consents from our lenders, in writing, for the purpose of the Issue.
The selection of borrowings proposed to be prepaid or repaid amongst our borrowing arrangements availed will
be based on various factors, including (i) cost of the borrowing, including applicable interest rates, (ii) any
conditions attached to the borrowings restricting our ability to prepay/ repay the borrowings and time taken to
fulfil, or obtain waivers for fulfilment of such conditions, (iii) receipt of consents for prepayment from the
respective lenders, (iv) terms and conditions of such consents and waivers, (v) levy of any prepayment penalties
and the quantum thereof, (vi) provisions of any laws, rules and regulations governing such borrowings, and (vii)
other commercial considerations including, among others, the amount of the loan outstanding and the remaining
tenor of the loan. Given the nature of the borrowings and the terms of repayment or prepayment, the aggregate
outstanding amounts under the borrowings may vary from time to time and our Company may, in accordance with
the relevant repayment schedule, repay or refinance some of its existing borrowings prior to Allotment. Further,
our Company may also avail additional borrowings after the date of this Draft Red Herring Prospectus and/or
draw down further funds under existing loans from time to time. Accordingly, in case any of the below loans are
pre-paid or further drawn-down prior to the completion of the Issue, we may utilize the Net Proceeds towards
repayment / pre-payment of such additional indebtedness. In light of the above, if at the time of filing the Red
Herring Prospectus, any of the below mentioned loans are repaid in part or full or refinanced or if any additional
credit facilities are availed or drawn down and if the terms of new loans are more onerous than the older loans or
if the limits under the borrowings are increased, then the table below shall be suitably revised to reflect the revised
amounts or loans as the case may be which have been availed by our Company. Considering the above, the
amounts proposed to be prepaid and / or repaid against each borrowing facility below is indicative and our
Company may utilize the Net Proceeds to prepay and / or repay the facilities disclosed below in accordance with
commercial considerations, including amounts outstanding at the time of prepayment and / or repayment. For
details, see “Financial Indebtedness” on page 477.
100The details of the outstanding loans of our Company, as on June 30, 2025, which are proposed for repayment or
prepayment, in full or in part from the Net Proceeds are set forth below. The loan facilities are listed below in no
particular order of priority.
101Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
December 31, loan outstanding and If Vehicle/Constructi
1 HDFC Bank Limited Term Loan 3.87 0.92 8.00 Installment/37Mont Yes
2022 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
December 31, loan outstanding and If Vehicle/Constructi
2 HDFC Bank Limited Term Loan 3.87 0.92 8.00 Installment/37Mont Yes
2022 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
December 31, loan outstanding and If Vehicle/Constructi
3 HDFC Bank Limited Term Loan 3.87 0.92 8.00 Installment/37Mont Yes
2022 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
December 31, loan outstanding and If Vehicle/Constructi
4 HDFC Bank Limited Term Loan 3.87 0.92 8.00 Installment/37Mont Yes
2022 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
102Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
December 31, loan outstanding and If Vehicle/Constructi
5 HDFC Bank Limited Term Loan 3.87 0.92 8.00 Installment/37Mont Yes
2022 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
December 31, loan outstanding and If Vehicle/Constructi
6 HDFC Bank Limited Term Loan 3.87 0.92 8.00 Installment/37Mont Yes
2022 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
January 2, loan outstanding and If Vehicle/Constructi
7 HDFC Bank Limited Term Loan 3.87 0.92 8.00 Installment/37Mont Yes
2023 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
January 2, loan outstanding and If Vehicle/Constructi
8 HDFC Bank Limited Term Loan 3.87 0.92 8.00 Installment/37Mont Yes
2023 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
103Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
January 16, loan outstanding and If Vehicle/Constructi
9 HDFC Bank Limited Term Loan 3.69 0.88 8.00 Installment/37Mont Yes
2023 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
January 4, loan outstanding and If Vehicle/Constructi
10 HDFC Bank Limited Term Loan 3.69 0.88 8.00 Installment/37Mont Yes
2023 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
Monthly
Union Bank of India February 17, Vehicle/Constructi
11 Term Loan 0.90 0.22 9.05 Installment/36Mont Nil Charges Yes
Limited 2023 on Equipment
hs
Monthly
Union Bank of India February 17, Vehicle/Constructi
12 Term Loan 0.90 0.22 9.05 Installment/36Mont Nil Charges Yes
Limited 2023 on Equipment
hs
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
January 3, loan outstanding and If Vehicle/Constructi
13 HDFC Bank Limited Term Loan 5.06 1.35 8.00 Installment/37Mont Yes
2023 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Monthly
January 3, Months from 1st EMI , Vehicle/Constructi
14 HDFC Bank Limited Term Loan 5.06 1.35 8.00 Installment/37Mont Yes
2023 then charges are 4% of on Equipment
hs
loan outstanding and If
104Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Repaid after 12 Months
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial Vehicle/Constructi
15 Term Loan 3.83 May 29, 2023 1.38 8.61 Installment/36Mont outstanding and If Yes
Services Limited on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial Vehicle/Constructi
16 Term Loan 3.83 May 29, 2023 1.38 8.61 Installment/36Mont outstanding and If Yes
Services Limited on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial Vehicle/Constructi
17 Term Loan 3.83 May 29, 2023 1.38 8.61 Installment/36Mont outstanding and If Yes
Services Limited on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial Vehicle/Constructi
18 Term Loan 3.83 May 29, 2023 1.38 8.61 Installment/36Mont outstanding and If Yes
Services Limited on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
105Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial Vehicle/Constructi
19 Term Loan 3.83 May 29, 2023 1.38 8.61 Installment/36Mont outstanding and If Yes
Services Limited on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial Vehicle/Constructi
20 Term Loan 3.60 May 29, 2023 1.30 8.62 Installment/36Mont outstanding and If Yes
Services Limited on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial Vehicle/Constructi
21 Term Loan 3.60 May 29, 2023 1.30 8.62 Installment/36Mont outstanding and If Yes
Services Limited on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
loan outstanding and If Vehicle/Constructi
22 HDFC Bank Limited Term Loan 6.64 May 25, 2023 2.32 9.00 Installment/37Mont Yes
Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Monthly Months from 1st EMI ,
Vehicle/Constructi
23 HDFC Bank Limited Term Loan 1.80 May 26, 2023 0.69 9.00 Installment/37Mont then charges are 4% of Yes
on Equipment
hs loan outstanding and If
Repaid after 12 Months
106Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid between 7 to
12 months from 1st EMI
then charges are 6% of
loan outstanding and If
Monthly Repaid between 13
Vehicle/Constructi
24 HDFC Bank Limited Term Loan 2.00 April 22, 2023 0.78 8.60 Installment/39Mont Months to 24 months Yes
on Equipment
hs from 1st EMI , then
charges are 5% of loan
outstanding, post 24
months 3% of loan
outstanding
If Repaid between 7 to
12 months from 1st EMI
then charges are 6% of
loan outstanding and If
Monthly Repaid between 13
Vehicle/Constructi
25 HDFC Bank Limited Term Loan 0.80 May 17, 2023 0.31 9.15 Installment/39Mont Months to 24 months Yes
on Equipment
hs from 1st EMI , then
charges are 5% of loan
outstanding, post 24
months 3% of loan
outstanding
From 07 months to 12
months (from 1st EMI) -
6% of outstanding From
Monthly
13 months to 24 months Vehicle/Constructi
26 Yes Bank Limited Term Loan 3.15 May 10, 2023 1.17 9.27 Installment/37Mont Yes
(from 1st EMI) - 5% of on Equipment
hs
outstanding Post 24
months (from 1st EMI) -
3% of outstanding
107Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
From 07 months to 12
months (from 1st EMI) -
6% of outstanding From
Monthly
13 months to 24 months Vehicle/Constructi
27 Yes Bank Limited Term Loan 3.15 May 10, 2023 1.17 9.27 Installment/37Mont Yes
(from 1st EMI) - 5% of on Equipment
hs
outstanding Post 24
months (from 1st EMI) -
3% of outstanding
From 07 months to 12
months (from 1st EMI) -
6% of outstanding From
Monthly
13 months to 24 months Vehicle/Constructi
28 Yes Bank Limited Term Loan 5.11 May 10, 2023 1.90 9.27 Installment/37Mont Yes
(from 1st EMI) - 5% of on Equipment
hs
outstanding Post 24
months (from 1st EMI) -
3% of outstanding
If Repaid between 7 to
12 months from 1st EMI
then charges are 6% of
loan outstanding and If
Monthly Repaid between 13
Vehicle/Constructi
29 HDFC Bank Limited Term Loan 0.98 May 24, 2023 0.41 9.15 Installment/39Mont Months to 24 months Yes
on Equipment
hs from 1st EMI , then
charges are 5% of loan
outstanding, post 24
months 3% of loan
outstanding
Monthly From 7 months onwards
Vehicle/Constructi
30 Yes Bank Limited Term Loan 2.81 May 20, 2023 1.13 9.25 Installment/37Mont 4% of amount Yes
on Equipment
hs outstanding
Monthly From 7 months onwards
Vehicle/Constructi
31 Yes Bank Limited Term Loan 2.87 June 14, 2023 1.15 9.27 Installment/37Mont 4% of amount Yes
on Equipment
hs outstanding
108Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Monthly From 7 months onwards
Vehicle/Constructi
32 Yes Bank Limited Term Loan 14.56 May 20, 2023 4.99 9.25 Installment/37Mont 4% of amount Yes
on Equipment
hs outstanding
Monthly From 7 months onwards
Vehicle/Constructi
33 Yes Bank Limited Term Loan 5.99 May 20, 2023 2.06 9.25 Installment/37Mont 4% of amount Yes
on Equipment
hs outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
loan outstanding and If Vehicle/Constructi
34 HDFC Bank Limited Term Loan 7.29 July 19, 2023 3.00 9.00 Installment/37Mont Yes
Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
loan outstanding and If Vehicle/Constructi
35 HDFC Bank Limited Term Loan 3.40 July 19, 2023 1.40 9.00 Installment/37Mont Yes
Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
Monthly
Kotak Mahindra Vehicle/Constructi
36 Term Loan 14.57 July 31, 2023 5.99 9.28 Installment/37Mont Nil Charges Yes
Bank Limited on Equipment
hs
Monthly
Kotak Mahindra Vehicle/Constructi
37 Term Loan 14.57 July 31, 2023 5.99 9.28 Installment/37Mont Nil Charges Yes
Bank Limited on Equipment
hs
Monthly
August 31, 5% of outstanding Vehicle/Constructi
38 Axis Bank Limited Term Loan 4.08 1.90 8.65 Installment/37Mont Yes
2023 amount plus GST on Equipment
hs
Monthly
August 31, 5% of outstanding Vehicle/Constructi
39 Axis Bank Limited Term Loan 4.08 1.90 8.65 Installment/37Mont Yes
2023 amount plus GST on Equipment
hs
109Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Monthly
August 31, 5% of outstanding Vehicle/Constructi
40 Axis Bank Limited Term Loan 4.08 1.90 8.65 Installment/37Mont Yes
2023 amount plus GST on Equipment
hs
Monthly
August 31, 5% of outstanding Vehicle/Constructi
41 Axis Bank Limited Term Loan 4.08 1.90 8.65 Installment/37Mont Yes
2023 amount plus GST on Equipment
hs
Monthly
August 31, 5% of outstanding Vehicle/Constructi
42 Axis Bank Limited Term Loan 4.08 1.90 8.65 Installment/37Mont Yes
2023 amount plus GST on Equipment
hs
Monthly
September 2, 5% of outstanding Vehicle/Constructi
43 Axis Bank Limited Term Loan 4.08 1.90 8.65 Installment/37Mont Yes
2023 amount plus GST on Equipment
hs
Monthly
September 2, 5% of outstanding Vehicle/Constructi
44 Axis Bank Limited Term Loan 4.08 1.90 8.65 Installment/37Mont Yes
2023 amount plus GST on Equipment
hs
Monthly
September 2, 5% of outstanding Vehicle/Constructi
45 Axis Bank Limited Term Loan 4.08 1.90 8.65 Installment/37Mont Yes
2023 amount plus GST on Equipment
hs
Monthly
September 2, 5% of outstanding Vehicle/Constructi
46 Axis Bank Limited Term Loan 4.08 1.90 8.65 Installment/37Mont Yes
2023 amount plus GST on Equipment
hs
Monthly
September 2, 5% of outstanding Vehicle/Constructi
47 Axis Bank Limited Term Loan 4.08 1.90 8.65 Installment/37Mont Yes
2023 amount plus GST on Equipment
hs
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial September 21, Vehicle/Constructi
48 Term Loan 6.50 2.94 6.78 Installment/35Mont outstanding and If Yes
Services Limited 2023 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
Monthly If Repaid between 7 to
November 10, Vehicle/Constructi
49 HDFC Bank Limited Term Loan 9.90 5.47 9.75 Installment/39Mont 12 months from 1st EMI Yes
2023 on Equipment
hs then charges are 6% of
110Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
loan outstanding and If
Repaid between 13
Months to 24 months
from 1st EMI , then
charges are 5% of loan
outstanding, post 24
months 3% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
January 29, loan outstanding and If Vehicle/Constructi
50 HDFC Bank Limited Term Loan 27.08 15.92 8.75 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial November 28, Vehicle/Constructi
51 Term Loan 3.11 1.60 7.81 Installment/35Mont outstanding and If Yes
Services Limited 2023 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
Prepayment charges
@2% Plus GST on
Monthly amount prepaid within 2
Bank of Baroda March 14, Vehicle/Constructi
52 Term Loan 2.70 1.51 8.85 Installment/36Mont years from Yes
Limited 2024 on Equipment
hs disbursement of loan
and prepaid amount
exceeds Rs 40000/-
Monthly
January 15, 5% of outstanding Vehicle/Constructi
53 Axis Bank Limited Term Loan 1.95 1.07 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
111Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Monthly
January 15, 5% of outstanding Vehicle/Constructi
54 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
55 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
56 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
57 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
58 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
59 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
60 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
61 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
62 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
63 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
64 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
112Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Monthly
January 15, 5% of outstanding Vehicle/Constructi
65 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
66 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
67 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
68 Axis Bank Limited Term Loan 2.20 1.21 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
69 Axis Bank Limited Term Loan 2.13 1.17 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
70 Axis Bank Limited Term Loan 2.13 1.17 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
71 Axis Bank Limited Term Loan 2.13 1.17 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
72 Axis Bank Limited Term Loan 2.13 1.17 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
73 Axis Bank Limited Term Loan 2.13 1.17 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
74 Axis Bank Limited Term Loan 2.13 1.17 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
75 Axis Bank Limited Term Loan 2.13 1.17 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
113Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Monthly
January 15, 5% of outstanding Vehicle/Constructi
76 Axis Bank Limited Term Loan 2.13 1.17 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
77 Axis Bank Limited Term Loan 2.13 1.17 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
78 Axis Bank Limited Term Loan 2.13 1.17 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
79 Axis Bank Limited Term Loan 1.30 0.71 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
80 Axis Bank Limited Term Loan 1.30 0.71 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
81 Axis Bank Limited Term Loan 1.78 0.98 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
82 Axis Bank Limited Term Loan 1.78 0.98 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
83 Axis Bank Limited Term Loan 4.39 2.41 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
84 Axis Bank Limited Term Loan 4.39 2.41 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
85 Axis Bank Limited Term Loan 4.39 2.41 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
86 Axis Bank Limited Term Loan 4.39 2.41 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
114Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Monthly
January 15, 5% of outstanding Vehicle/Constructi
87 Axis Bank Limited Term Loan 1.58 0.87 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
88 Axis Bank Limited Term Loan 1.58 0.87 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
89 Axis Bank Limited Term Loan 1.97 1.08 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
90 Axis Bank Limited Term Loan 1.97 1.08 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
Monthly
January 15, 5% of outstanding Vehicle/Constructi
91 Axis Bank Limited Term Loan 3.01 1.65 9.51 Installment/35Mont Yes
2024 amount plus GST on Equipment
hs
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 12, Vehicle/Constructi
92 Term Loan 3.06 1.67 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 12, Vehicle/Constructi
93 Term Loan 6.48 3.54 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
Monthly 36 Months then charges
HDB Financial January 12, Vehicle/Constructi
94 Term Loan 6.48 3.54 9.01 Installment/35Mont are 4% of loan Yes
Services Limited 2024 on Equipment
hs outstanding and If
Repaid after 36 Months
115Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 17, Vehicle/Constructi
95 Term Loan 4.05 2.33 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 17, Vehicle/Constructi
96 Term Loan 4.05 2.33 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 17, Vehicle/Constructi
97 Term Loan 4.05 2.33 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 17, Vehicle/Constructi
98 Term Loan 4.05 2.33 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
Monthly
HDB Financial January 17, 36 Months then charges Vehicle/Constructi
99 Term Loan 4.05 2.33 9.01 Installment/35Mont Yes
Services Limited 2024 are 4% of loan on Equipment
hs
outstanding and If
116Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 17, Vehicle/Constructi
100 Term Loan 4.05 2.33 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 17, Vehicle/Constructi
101 Term Loan 6.41 3.68 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 17, Vehicle/Constructi
102 Term Loan 6.41 3.68 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 17, Vehicle/Constructi
103 Term Loan 6.41 3.68 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
Monthly If Repaid Between 7 to
HDB Financial January 17, Vehicle/Constructi
104 Term Loan 6.41 3.68 9.01 Installment/35Mont 36 Months then charges Yes
Services Limited 2024 on Equipment
hs are 4% of loan
117Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
outstanding and If
Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 17, Vehicle/Constructi
105 Term Loan 15.05 8.61 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 17, Vehicle/Constructi
106 Term Loan 15.05 8.61 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 30, Vehicle/Constructi
107 Term Loan 1.87 1.08 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 30, Vehicle/Constructi
108 Term Loan 1.87 1.08 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
118Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 30, Vehicle/Constructi
109 Term Loan 3.06 1.76 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 30, Vehicle/Constructi
110 Term Loan 3.06 1.76 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 30, Vehicle/Constructi
111 Term Loan 3.00 1.73 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial January 30, Vehicle/Constructi
112 Term Loan 3.00 1.73 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
Monthly
Bank of Baroda March 10, 10.0 Vehicle/Constructi
113 Term Loan 3.94 2.75 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
Monthly
Bank of Baroda March 10, 10.0 Vehicle/Constructi
114 Term Loan 3.94 2.75 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
119Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Monthly
Bank of Baroda 10.0 Vehicle/Constructi
115 Term Loan 3.94 June 21, 2024 2.75 Installment/48Mont Nil Charges Yes
Limited 5 on Equipment
hs
Monthly
Bank of Baroda 10.0 Vehicle/Constructi
116 Term Loan 3.94 June 21, 2024 2.75 Installment/48Mont Nil Charges Yes
Limited 5 on Equipment
hs
Monthly
Bank of Baroda March 10, 10.0 Vehicle/Constructi
117 Term Loan 3.94 2.75 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
Monthly
Bank of Baroda March 10, 10.0 Vehicle/Constructi
118 Term Loan 3.94 2.71 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
Monthly
Bank of Baroda March 10, 10.0 Vehicle/Constructi
119 Term Loan 3.94 2.75 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
Monthly
Bank of Baroda March 10, 10.0 Vehicle/Constructi
120 Term Loan 3.94 2.75 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
Monthly
Bank of Baroda March 10, 10.0 Vehicle/Constructi
121 Term Loan 3.75 2.62 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
Monthly
Bank of Baroda 10.0 Vehicle/Constructi
122 Term Loan 3.75 April 18, 2024 2.62 Installment/48Mont Nil Charges Yes
Limited 5 on Equipment
hs
Monthly
Bank of Baroda 10.0 Vehicle/Constructi
123 Term Loan 3.75 June 24, 2024 2.62 Installment/48Mont Nil Charges Yes
Limited 5 on Equipment
hs
Monthly
Bank of Baroda 10.0 Vehicle/Constructi
124 Term Loan 3.75 April 18, 2024 2.58 Installment/48Mont Nil Charges Yes
Limited 5 on Equipment
hs
Monthly
Bank of Baroda 10.0 Vehicle/Constructi
125 Term Loan 3.75 April 18, 2024 2.62 Installment/48Mont Nil Charges Yes
Limited 5 on Equipment
hs
120Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Monthly
Bank of Baroda March 13, 10.0 Vehicle/Constructi
126 Term Loan 6.26 4.48 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
127 Term Loan 4.65 April 4, 2024 3.47 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
Prepayment charges
@2% Plus GST on
Monthly amount prepaid within 2
Bank of Baroda January 25, Vehicle/Constructi
128 Term Loan 1.00 0.68 8.85 Installment/48Mont years from Yes
Limited 2024 on Equipment
hs disbursement of loan
and prepaid amount
exceeds Rs 40000/-
Prepayment charges
@2% Plus GST on
Monthly amount prepaid within 2
Bank of Baroda January 25, Vehicle/Constructi
129 Term Loan 1.00 0.68 8.85 Installment/48Mont years from Yes
Limited 2024 on Equipment
hs disbursement of loan
and prepaid amount
exceeds Rs 40000/-
If Repaid within 12
Months from 1st EMI ,
Monthly
February 17, then charges are 4% of Vehicle/Constructi
130 HDFC Bank Limited Term Loan 2.89 1.73 8.71 Installment/37Mont Yes
2024 loan outstanding and If on Equipment
hs
Repaid after 12 Months
from 1st EMI , then
121Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
charges are 2% of loan
outstanding
Prepayment charges
@2% Plus GST on
Monthly amount prepaid within 2
Bank of Baroda March 14, Vehicle/Constructi
131 Term Loan 0.92 0.63 8.85 Installment/48Mont years from Yes
Limited 2024 on Equipment
hs disbursement of loan
and prepaid amount
exceeds Rs 40000/-
Prepayment charges
@2% Plus GST on
Monthly amount prepaid within 2
Bank of Baroda March 14, Vehicle/Constructi
132 Term Loan 0.92 0.63 8.85 Installment/48Mont years from Yes
Limited 2024 on Equipment
hs disbursement of loan
and prepaid amount
exceeds Rs 40000/-
Prepayment charges
@2% Plus GST on
Monthly amount prepaid within 2
Bank of Baroda March 10, Vehicle/Constructi
133 Term Loan 0.92 0.54 8.85 Installment/36Mont years from Yes
Limited 2024 on Equipment
hs disbursement of loan
and prepaid amount
exceeds Rs 40000/-
Prepayment charges
@2% Plus GST on
Monthly amount prepaid within 2
Bank of Baroda February 6, Vehicle/Constructi
134 Term Loan 0.92 0.54 8.85 Installment/36Mont years from Yes
Limited 2024 on Equipment
hs disbursement of loan
and prepaid amount
exceeds Rs 40000/-
Prepayment charges
Monthly
Bank of Baroda February 12, @2% Plus GST on Vehicle/Constructi
135 Term Loan 0.83 0.49 8.85 Installment/36Mont Yes
Limited 2024 amount prepaid within 2 on Equipment
hs
years from
122Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
disbursement of loan
and prepaid amount
exceeds Rs 40000/-
Monthly
Bank of Baroda March 10, 10.0 Vehicle/Constructi
136 Term Loan 1.25 0.87 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
Monthly
Bank of Baroda March 10, 10.0 Vehicle/Constructi
137 Term Loan 1.24 0.86 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
February 27, loan outstanding and If Vehicle/Constructi
138 HDFC Bank Limited Term Loan 1.13 0.70 8.71 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
February 20, loan outstanding and If Vehicle/Constructi
139 HDFC Bank Limited Term Loan 1.58 0.95 8.71 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
February 20, loan outstanding and If Vehicle/Constructi
140 HDFC Bank Limited Term Loan 1.58 0.95 8.71 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
123Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
February 20, loan outstanding and If Vehicle/Constructi
141 HDFC Bank Limited Term Loan 1.58 0.95 8.71 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
142 Term Loan 2.85 May 20, 2024 2.17 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
143 Term Loan 2.85 May 21, 2024 2.17 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
If Repaid Between 0 to
6 Months then charges
Monthly are 4% of loan
Bank of Baroda Vehicle/Constructi
144 Term Loan 2.98 May 21, 2024 2.27 8.85 Installment/48Mont outstanding and If Yes
Limited on Equipment
hs Repaid after 6 Months
then charges are 2% of
loan outstanding and
124Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
closure after 50% of
total tenure then charges
are Nil
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
145 Term Loan 2.98 May 21, 2024 2.27 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
Monthly
Bank of Baroda March 13, 10.0 Vehicle/Constructi
146 Term Loan 3.94 2.73 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
Monthly
Bank of Baroda 10.0 Vehicle/Constructi
147 Term Loan 3.94 April 24, 2024 2.73 Installment/48Mont Nil Charges Yes
Limited 5 on Equipment
hs
Monthly
Bank of Baroda March 13, 10.0 Vehicle/Constructi
148 Term Loan 3.94 2.73 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
Monthly
Bank of Baroda February 21, 10.0 Vehicle/Constructi
149 Term Loan 3.94 2.73 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
Monthly
Bank of Baroda March 13, 10.0 Vehicle/Constructi
150 Term Loan 3.94 2.79 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
Monthly
Bank of Baroda Vehicle/Constructi
151 Term Loan 3.94 April 22, 2024 2.92 8.90 Installment/48Mont Nil Charges Yes
Limited on Equipment
hs
Monthly
Bank of Baroda Vehicle/Constructi
152 Term Loan 3.94 April 22, 2024 2.92 8.90 Installment/48Mont Nil Charges Yes
Limited on Equipment
hs
125Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Monthly
Bank of Baroda Vehicle/Constructi
153 Term Loan 3.94 April 22, 2024 2.92 8.90 Installment/48Mont Nil Charges Yes
Limited on Equipment
hs
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
154 Term Loan 3.94 April 23, 2024 2.92 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
155 Term Loan 3.94 April 23, 2024 2.92 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial February 16, Vehicle/Constructi
156 Term Loan 3.92 2.25 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid within 12
Monthly
February 17, Months from 1st EMI , Vehicle/Constructi
157 HDFC Bank Limited Term Loan 3.95 2.35 8.71 Installment/37Mont Yes
2024 then charges are 4% of on Equipment
hs
loan outstanding and If
126Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Repaid after 12 Months
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
February 17, loan outstanding and If Vehicle/Constructi
158 HDFC Bank Limited Term Loan 3.95 2.35 8.71 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
February 28, loan outstanding and If Vehicle/Constructi
159 HDFC Bank Limited Term Loan 15.02 9.28 8.71 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
February 26, loan outstanding and If Vehicle/Constructi
160 HDFC Bank Limited Term Loan 1.80 1.13 8.71 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
Monthly
then charges are 4% of Vehicle/Constructi
161 HDFC Bank Limited Term Loan 3.56 March 1, 2024 2.23 8.71 Installment/37Mont Yes
loan outstanding and If on Equipment
hs
Repaid after 12 Months
from 1st EMI , then
127Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
charges are 2% of loan
outstanding
If Repaid Between 7 to
36 Months then charges
Monthly are 4% of loan
HDB Financial February 16, Vehicle/Constructi
162 Term Loan 1.78 1.02 9.01 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
February 29, loan outstanding and If Vehicle/Constructi
163 HDFC Bank Limited Term Loan 13.12 8.05 8.71 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
loan outstanding and If Vehicle/Constructi
164 HDFC Bank Limited Term Loan 2.63 March 2, 2024 1.65 8.71 Installment/37Mont Yes
Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
Monthly
Bank of Baroda March 13, 10.0 Vehicle/Constructi
165 Term Loan 0.89 0.65 Installment/48Mont Nil Charges Yes
Limited 2024 5 on Equipment
hs
If Repaid within 12
Months from 1st EMI ,
Monthly
then charges are 4% of Vehicle/Constructi
166 HDFC Bank Limited Term Loan 1.76 March 2, 2024 1.10 8.71 Installment/37Mont Yes
loan outstanding and If on Equipment
hs
Repaid after 12 Months
from 1st EMI , then
128Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
loan outstanding and If Vehicle/Constructi
167 HDFC Bank Limited Term Loan 9.58 April 20, 2024 6.13 9.00 Installment/37Mont Yes
Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
March 11, loan outstanding and If Vehicle/Constructi
168 HDFC Bank Limited Term Loan 5.38 3.38 9.00 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
March 11, loan outstanding and If Vehicle/Constructi
169 HDFC Bank Limited Term Loan 5.38 3.38 9.00 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
March 12, loan outstanding and If Vehicle/Constructi
170 HDFC Bank Limited Term Loan 3.01 1.85 9.00 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
129Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
March 12, loan outstanding and If Vehicle/Constructi
171 HDFC Bank Limited Term Loan 3.01 1.85 9.00 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
March 13, loan outstanding and If Vehicle/Constructi
172 HDFC Bank Limited Term Loan 2.00 1.25 9.00 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
March 28, loan outstanding and If Vehicle/Constructi
173 HDFC Bank Limited Term Loan 2.58 1.69 9.00 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
March 28, loan outstanding and If Vehicle/Constructi
174 HDFC Bank Limited Term Loan 14.57 9.32 9.00 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
130Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
March 29, loan outstanding and If Vehicle/Constructi
175 HDFC Bank Limited Term Loan 2.00 1.30 9.00 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
March 28, loan outstanding and If Vehicle/Constructi
176 HDFC Bank Limited Term Loan 4.61 2.97 9.00 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
Monthly
Bank of Baroda Vehicle/Constructi
177 Term Loan 5.67 April 26, 2024 4.35 8.90 Installment/48Mont Nil Charges Yes
Limited on Equipment
hs
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
178 Term Loan 5.67 April 26, 2024 4.35 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
If Repaid Between 0 to
Monthly 6 Months then charges
Bank of Baroda Vehicle/Constructi
179 Term Loan 5.67 April 26, 2024 4.35 8.85 Installment/48Mont are 4% of loan Yes
Limited on Equipment
hs outstanding and If
Repaid after 6 Months
131Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
then charges are 2% of
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
180 Term Loan 14.23 June 28, 2024 11.07 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
Prepayment charges
@2% Plus GST on
Monthly amount prepaid within 2
Bank of Baroda Vehicle/Constructi
181 Term Loan 1.76 May 23, 2024 1.55 8.90 Installment/84Mont years from Yes
Limited on Equipment
hs disbursement of loan
and prepaid amount
exceeds Rs 40000/-
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
182 Term Loan 1.81 April 23, 2024 1.34 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
Monthly If Repaid Between 0 to
Bank of Baroda Vehicle/Constructi
183 Term Loan 1.58 May 6, 2024 1.21 8.85 Installment/48Mont 6 Months then charges Yes
Limited on Equipment
hs are 4% of loan
132Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
outstanding and If
Repaid after 6 Months
then charges are 2% of
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
Prepayment charges
@2% Plus GST on
Monthly amount prepaid within 2
Bank of Baroda Vehicle/Constructi
184 Term Loan 1.76 May 23, 2024 1.55 8.90 Installment/84Mont years from Yes
Limited on Equipment
hs disbursement of loan
and prepaid amount
exceeds Rs 40000/-
Monthly
Bank of Baroda Vehicle/Constructi
185 Term Loan 0.93 May 24, 2024 0.71 8.90 Installment/48Mont Nil Charges Yes
Limited on Equipment
hs
Monthly
Bank of Baroda Vehicle/Constructi
186 Term Loan 0.93 May 6, 2024 0.71 8.90 Installment/48Mont Nil Charges Yes
Limited on Equipment
hs
Prepayment charges
@2% Plus GST on
Monthly amount prepaid within 2
Bank of Baroda Vehicle/Constructi
187 Term Loan 0.95 May 23, 2024 0.84 8.90 Installment/84Mont years from Yes
Limited on Equipment
hs disbursement of loan
and prepaid amount
exceeds Rs 40000/-
Prepayment charges
@2% Plus GST on
Monthly amount prepaid within 2
Bank of Baroda Vehicle/Constructi
188 Term Loan 0.95 May 23, 2024 0.84 8.90 Installment/84Mont years from Yes
Limited on Equipment
hs disbursement of loan
and prepaid amount
exceeds Rs 40000/-
133Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Prepayment charges
@2% Plus GST on
Monthly amount prepaid within 1
Bank of Baroda Vehicle/Constructi
189 Term Loan 0.90 June 6, 2024 0.81 8.90 Installment/84Mont years from Yes
Limited on Equipment
hs disbursement of loan
and prepaid amount
exceeds Rs 40000/-
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
190 Term Loan 0.93 May 6, 2024 0.71 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
191 Term Loan 5.75 May 29, 2024 4.52 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
If Repaid Between 0 to
6 Months then charges
are 4% of loan
Monthly
Bank of Baroda outstanding and If Vehicle/Constructi
192 Term Loan 5.75 May 29, 2024 4.52 8.85 Installment/48Mont Yes
Limited Repaid after 6 Months on Equipment
hs
then charges are 2% of
loan outstanding and
closure after 50% of
134Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
total tenure then charges
are Nil
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
193 Term Loan 1.58 June 11, 2024 1.24 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
194 Term Loan 5.93 June 10, 2024 4.44 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
195 Term Loan 5.93 June 10, 2024 4.45 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
Monthly If Repaid Between 0 to
Bank of Baroda Vehicle/Constructi
196 Term Loan 5.93 June 10, 2024 4.45 8.85 Installment/48Mont 6 Months then charges Yes
Limited on Equipment
hs are 4% of loan
135Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
outstanding and If
Repaid after 6 Months
then charges are 2% of
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
197 Term Loan 5.93 June 10, 2024 4.45 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda August 10, loan outstanding and If Vehicle/Constructi
198 Term Loan 3.83 3.06 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda August 10, loan outstanding and If Vehicle/Constructi
199 Term Loan 3.83 3.06 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
136Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Prepayment charges
@2% Plus GST on
Monthly amount prepaid within 1
Bank of Baroda Vehicle/Constructi
200 Term Loan 0.48 June 21, 2024 0.42 8.90 Installment/84Mont years from Yes
Limited on Equipment
hs disbursement of loan
and prepaid amount
exceeds Rs 40000/-
Prepayment charges
@2% Plus GST on
Monthly amount prepaid within 1
Bank of Baroda Vehicle/Constructi
201 Term Loan 0.48 June 21, 2024 0.42 8.90 Installment/84Mont years from Yes
Limited on Equipment
hs disbursement of loan
and prepaid amount
exceeds Rs 40000/-
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda September 18, loan outstanding and If Vehicle/Constructi
202 Term Loan 3.15 2.63 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda September 18, loan outstanding and If Vehicle/Constructi
203 Term Loan 3.15 2.63 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
Monthly
Bank of Baroda September 9, months , then charges Vehicle/Constructi
204 Term Loan 1.70 1.43 8.85 Installment/48Mont Yes
Limited 2024 are 4% plus taxes of on Equipment
hs
loan outstanding and If
137Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Repaid after 6 Months ,
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda September 9, loan outstanding and If Vehicle/Constructi
205 Term Loan 1.70 1.43 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda September 9, loan outstanding and If Vehicle/Constructi
206 Term Loan 1.93 1.61 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
207 Term Loan 5.75 June 27, 2024 4.47 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
Prepayment charges
Monthly @2% Plus GST on
Bank of Baroda Vehicle/Constructi
208 Term Loan 0.97 June 24, 2024 0.86 8.90 Installment/84Mont amount prepaid within 1 Yes
Limited on Equipment
hs years from
disbursement of loan
138Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
and prepaid amount
exceeds Rs 40000/-
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
209 Term Loan 0.94 June 21, 2024 0.74 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
If Repaid Between 0 to
6 Months then charges
are 4% of loan
outstanding and If
Monthly
Bank of Baroda Repaid after 6 Months Vehicle/Constructi
210 Term Loan 0.94 June 21, 2024 0.74 8.85 Installment/48Mont Yes
Limited then charges are 2% of on Equipment
hs
loan outstanding and
closure after 50% of
total tenure then charges
are Nil
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda August 10, loan outstanding and If Vehicle/Constructi
211 Term Loan 2.62 2.10 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
Monthly months , then charges
Bank of Baroda August 10, Vehicle/Constructi
212 Term Loan 1.67 1.34 8.85 Installment/48Mont are 4% plus taxes of Yes
Limited 2024 on Equipment
hs loan outstanding and If
Repaid after 6 Months ,
139Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
then charges are 2%
plus taxes of loan
outstanding
If Repaid Between 0 to
36 Months then charges
Monthly are 4% of loan
HDB Financial September 4, Vehicle/Constructi
213 Term Loan 3.30 2.45 9.70 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda November 5, loan outstanding and If Vehicle/Constructi
214 Term Loan 3.15 2.68 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda November 5, loan outstanding and If Vehicle/Constructi
215 Term Loan 3.15 2.68 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid Between 0 to
6 Months then charges
are 4% of loan
Monthly
Bank of Baroda August 10, outstanding and If Vehicle/Constructi
216 Term Loan 2.44 1.93 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months on Equipment
hs
then charges are 2% of
loan outstanding and
closure after 50% of
140Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
total tenure then charges
are Nil
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda August 23, loan outstanding and If Vehicle/Constructi
217 Term Loan 4.56 3.72 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda August 23, loan outstanding and If Vehicle/Constructi
218 Term Loan 4.56 3.72 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid Between 0 to
36 Months then charges
Monthly are 4% of loan
HDB Financial September 4, Vehicle/Constructi
219 Term Loan 3.78 2.81 9.70 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda loan outstanding and If Vehicle/Constructi
220 Term Loan 3.98 August 7, 2024 3.28 8.85 Installment/48Mont Yes
Limited Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
141Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda loan outstanding and If Vehicle/Constructi
221 Term Loan 3.98 August 7, 2024 3.28 8.85 Installment/48Mont Yes
Limited Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
August 17, loan outstanding and If Vehicle/Constructi
222 HDFC Bank Limited Term Loan 29.46 22.26 8.80 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid Between 0 to
36 Months then charges
Monthly are 4% of loan
HDB Financial September 4, Vehicle/Constructi
223 Term Loan 3.35 2.49 9.70 Installment/35Mont outstanding and If Yes
Services Limited 2024 on Equipment
hs Repaid after 36 Months
then charges are 2% of
loan outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda August 30, loan outstanding and If Vehicle/Constructi
224 Term Loan 3.23 2.64 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
Monthly If Repaid within 12
September 9, Vehicle/Constructi
225 HDFC Bank Limited Term Loan 51.92 38.48 8.80 Installment/37Mont Months from 1st EMI , Yes
2024 on Equipment
hs then charges are 4% of
142Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
loan outstanding and If
Repaid after 12 Months
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
August 28, loan outstanding and If Vehicle/Constructi
226 HDFC Bank Limited Term Loan 3.04 2.38 9.60 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
August 28, loan outstanding and If Vehicle/Constructi
227 HDFC Bank Limited Term Loan 3.04 2.38 9.60 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
August 28, loan outstanding and If Vehicle/Constructi
228 HDFC Bank Limited Term Loan 3.04 2.38 9.60 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
Monthly
August 29, then charges are 4% of Vehicle/Constructi
229 HDFC Bank Limited Term Loan 3.04 2.38 9.60 Installment/37Mont Yes
2024 loan outstanding and If on Equipment
hs
Repaid after 12 Months
from 1st EMI , then
143Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
August 29, loan outstanding and If Vehicle/Constructi
230 HDFC Bank Limited Term Loan 3.04 2.38 9.60 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
August 29, loan outstanding and If Vehicle/Constructi
231 HDFC Bank Limited Term Loan 3.04 2.38 9.60 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
August 30, loan outstanding and If Vehicle/Constructi
232 HDFC Bank Limited Term Loan 3.04 2.38 9.60 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
August 30, loan outstanding and If Vehicle/Constructi
233 HDFC Bank Limited Term Loan 3.04 2.38 9.60 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
144Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
August 30, loan outstanding and If Vehicle/Constructi
234 HDFC Bank Limited Term Loan 3.04 2.38 9.60 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
August 30, loan outstanding and If Vehicle/Constructi
235 HDFC Bank Limited Term Loan 3.04 2.38 9.60 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda September 10, loan outstanding and If Vehicle/Constructi
236 Term Loan 2.93 2.45 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda August 28, loan outstanding and If Vehicle/Constructi
237 Term Loan 4.12 3.36 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
145Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda September 25, loan outstanding and If Vehicle/Constructi
238 Term Loan 4.26 3.55 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda September 27, loan outstanding and If Vehicle/Constructi
239 Term Loan 5.89 4.91 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
0-36 months - 4% of
Monthly
HDB Financial September 27, principle outstanding, Vehicle/Constructi
240 Term Loan 25.06 20.10 9.70 Installment/36Mont Yes
Services Limited 2024 After 36 months- 2% of on Equipment
hs
principle outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
September 28, loan outstanding and If Vehicle/Constructi
241 HDFC Bank Limited Term Loan 51.92 39.97 8.80 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid before 6
months , then charges
Monthly
Bank of Baroda October 22, are 4% plus taxes of Vehicle/Constructi
242 Term Loan 3.06 2.61 8.85 Installment/48Mont Yes
Limited 2024 loan outstanding and If on Equipment
hs
Repaid after 6 Months ,
then charges are 2%
146Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda November 14, loan outstanding and If Vehicle/Constructi
243 Term Loan 2.57 2.24 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
244 Term Loan 5.51 4.90 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
245 Term Loan 5.51 4.90 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
246 Term Loan 5.51 4.90 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
147Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
247 Term Loan 5.51 4.90 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
248 Term Loan 5.51 4.90 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
249 Term Loan 5.42 4.84 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
250 Term Loan 5.42 4.82 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
148Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
251 Term Loan 5.42 4.82 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
252 Term Loan 5.42 4.82 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
253 Term Loan 5.42 4.82 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
254 Term Loan 5.42 4.82 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
149Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
255 Term Loan 5.42 4.82 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
256 Term Loan 5.42 4.82 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
257 Term Loan 5.42 4.82 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 26, loan outstanding and If Vehicle/Constructi
258 Term Loan 5.42 4.82 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
150Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 27, loan outstanding and If Vehicle/Constructi
259 Term Loan 3.02 2.68 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 27, loan outstanding and If Vehicle/Constructi
260 Term Loan 3.02 2.68 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
December 28, loan outstanding and If Vehicle/Constructi
261 HDFC Bank Limited Term Loan 27.46 24.17 8.81 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
If Repaid within 12
Months from 1st EMI ,
then charges are 4% of
Monthly
December 31, loan outstanding and If Vehicle/Constructi
262 HDFC Bank Limited Term Loan 27.20 23.44 8.81 Installment/37Mont Yes
2024 Repaid after 12 Months on Equipment
hs
from 1st EMI , then
charges are 2% of loan
outstanding
151Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 31, loan outstanding and If Vehicle/Constructi
263 Term Loan 1.39 1.24 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 31, loan outstanding and If Vehicle/Constructi
264 Term Loan 5.55 4.93 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
If Repaid before 6
months , then charges
are 4% plus taxes of
Monthly
Bank of Baroda December 31, loan outstanding and If Vehicle/Constructi
265 Term Loan 5.55 4.93 8.85 Installment/48Mont Yes
Limited 2024 Repaid after 6 Months , on Equipment
hs
then charges are 2%
plus taxes of loan
outstanding
Prepayment within 12
months -4.00%+
applicable taxes and
Prepayment within 24
Working Capital August 16, 1 Year/ Repayable Working Capital
266 Axis Bank Limited 90.00 90.00 9.15 months -3.00%+ No
demand Loan 2024 on Demand Requirement
applicable taxes
Prepayment after 24
months -2.00%+
applicable taxes
152Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Prepayment within 12
months -4.00%+
applicable taxes and
Prepayment within 24
August 16, 1 Year/ Repayable Working Capital
267 Axis Bank Limited Cash Credit Limit 60.00 54.03 9.25 months -3.00%+ No
2024 on Demand Requirement
applicable taxes
Prepayment after 24
months -2.00%+
applicable taxes
Bank of Baroda Working Capital January 24, 1 Year/ Repayable Working Capital
268 70.00 70.00 9.05 NA No
Limited demand Loan 2025 on Demand Requirement
Bank of Baroda Working Capital January 24, 1 Year/ Repayable Working Capital
269 80.00 80.00 9.05 NA No
Limited demand Loan 2025 on Demand Requirement
Bank of Baroda January 24, 1 Year/ Repayable Working Capital
270 Cash Credit Limit 100.00 86.56 9.75 NA No
Limited 2025 on Demand Requirement
2% after 6 months and
4% within 6 months of
1 Year/ Repayable total credit facility Working Capital
271 HDFC Bank Limited Cash Credit Limit 120.00 July 29, 2024 89.20 9.25 No
on Demand amount. If prepayment Requirement
from own source -No
charge
2% after 6 months and
4% within 6 months of
Working Capital 1 Year/ Repayable total credit facility Working Capital
272 HDFC Bank Limited 80.00 July 29, 2024 80.00 8.90 No
demand Loan on Demand amount. If prepayment Requirement
from own source -No
charge
Working Capital 1 Year/ Repayable Working Capital
273 ICICI Bank limited 90.00 July 3, 2024 90.00 9.40 NA No
demand Loan on Demand Requirement
1 Year/ Repayable Working Capital
274 ICICI Bank limited Cash Credit Limit 60.00 July 3, 2024 55.65 9.75 NA No
on Demand Requirement
February 1, 1 Year/ Repayable 2% of outstanding Working Capital
275 State bank of India Cash Credit Limit 100.00 88.79 9.65 No
2025 on Demand amount Requirement
153Amou Date of Amount Whethe
nt Sanction Outstan Rate r Fund
Letter/Renew Purpose for which
Sancti ding as of Tenure/ utilised
Sn. Nature of al Prepayment Terms/ loan was
Name of Lender oned on June Inter Repayment for
No. Borrowing Letter/Loan Penalty sanctioned and
(₹ in 30, 2025 est Schedule Capital
Agreement/E utilized
million
xtension
(₹ in (%)* Expend
) Letter Million) iture
Working Capital February 1, 1 Year/ Repayable 2% of outstanding Working Capital
276 State bank of India 300.00 301.86 7.78 No
demand Loan 2025 on Demand amount Requirement
Working Capital January 10, 1 Year/ Repayable Working Capital
277 Yes Bank limited 30.00 30.17 8.25 NA No
demand Loan 2025 on Demand Requirement
January 10, 1 Year/ Repayable Working Capital
278 Yes Bank limited Cash Credit Limit 20.00 13.38 9.75 NA No
2025 on Demand Requirement
Total 1,923.56
In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations which requires a certificate from the statutory auditor certifying the utilization of loan for the purpose availed, our
Statutory Auditors have confirmed that the loans have been utilised for the purpose for which it was availed pursuant to their certificate dated September 27, 2025.
^ As certified by our Statutory Auditors, S.K. Singla Associates, Chartered Accountants, by way of their certificate dated September 27, 2025.
* The rate of interest mentioned above, is the current rate of interest and is subject to changes as per the sanction letters/loan agreements issued by the respective lenders.
1542. Investment in our Material Subsidiaries, Mahishi Bakaur Highways Private Limited and Chorma
Bairgania Highways Private Limited, for repayment or prepayment of all or a portion of certain of its
outstanding borrowings
Our Material Subsidiaries, Mahishi Bakaur Highways Private Limited and Chorma Bairgania Highways Private
Limited, have entered into various financing arrangements for borrowings, in the form of, inter alia, term loans,
working capital loans, unsecured loans, from various banks, financial institutions and unsecured lenders. As on
June 30, 2025, the total outstanding borrowings of our Material Subsidiaries, Mahishi Bakaur Highways Private
Limited and Chorma Bairgania Highways Private Limited, is ₹ 3,251.75 million. For details of these financing
arrangements including indicative terms and conditions, see “Financial Indebtedness” on page 477.
Our Company intends to utilize ₹ 3,000.00 million from the Net Proceeds towards investment in our Material
Subsidiaries, either by way of equity or debt, for the purposes of repayment or prepayment of all, or a portion, of
the outstanding borrowings, payment of prepayment penalties and interest obligations in relation to certain loans
availed by our Material Subsidiaries, the details of which are listed out in the table below. Pursuant to the terms
of the borrowing arrangements, prepayment of certain indebtedness may attract prepayment charges as prescribed
by the respective lender. Such prepayment charges, as applicable, along with interest and other related costs, will
also be funded out of the Net Proceeds. In the event the Net Proceeds are insufficient for payment of pre-payment
penalty, interest or other related costs, as applicable, such payment shall be made from the internal accruals of our
Material Subsidiaries.
Given the nature of the borrowings and the terms of repayment or prepayment, the aggregate outstanding amounts
under the borrowings may vary from time to time and our Material Subsidiaries, may, in accordance with the
relevant repayment schedule, repay or refinance some of its existing borrowings prior to Allotment. Further, the
amounts outstanding under the borrowings as well as the sanctioned limits are dependent on several factors and
may vary with the business cycle of our Material Subsidiaries with multiple intermediate repayments, drawdowns
and enhancement of sanctioned limits. Further, our Material Subsidiaries may also avail additional borrowings
after the date of this Draft Red Herring Prospectus and/or draw down further funds under existing loans from time
to time. Accordingly, in case any of the below loans are pre-paid or further drawn-down prior to the completion
of the Issue, we may utilize the Net Proceeds towards repayment / pre-payment of such additional borrowings. In
light of the above, if at the time of filing this Draft Red Herring Prospectus, any of the below mentioned loans are
repaid in part or full or refinanced or if any additional credit facilities are availed or drawn down and if the terms
of new loans are more onerous than the older loans or if the limits under the working capital borrowings are
increased, then the table below shall be suitably revised to reflect the revised amounts or loans as the case may be
which have been availed by our Material Subsidiaries.
We believe that the repayment or prepayment of all or a portion of certain outstanding borrowings availed by our
Material Subsidiaries, will help reduce their outstanding indebtedness and debt servicing costs, assist them in
maintaining a favourable debt to equity ratio and enable utilisation of their internal accruals for further investment
in business growth and expansion. There has been no instance of delays, defaults, and rescheduling/ restructuring
of the below mentioned borrowings of our Material Subsidiaries. However, our Material Subsidiaries have applied
for all required consents from the relevant lenders and are awaiting for the receipt of the consents. There can be
no assurance that we will be able to obtain consents necessary to take the actions that we believe are required prior
carrying out certain activities and entering into certain transactions such as effecting a change in the equity,
shareholding pattern, ownership, control or management of our Material Subsidiaries. Any failure to comply with
the conditions and covenants, in the financing agreement entered by our Material Subsidiaries, that is not waived
by the lenders cured could lead to a termination of our credit facilities, foreclosure on our assets, acceleration of
all amounts due under such facilities, trigger cross-default provisions under certain of our other financing
agreements, any of which could adversely affect our financial condition and our ability to conduct our business
and implement our business plans.
The selection of borrowings proposed to be prepaid or repaid amongst our Material Subsidiaries borrowing
arrangements availed will be based on various factors, including (i) cost of the borrowing, including applicable
interest rates, (ii) any conditions attached to the borrowings restricting their ability to prepay/ repay the borrowings
and time taken to fulfil, or obtain waivers for fulfilment of such conditions, (iii) receipt of consents for prepayment
from the respective lenders, (iv) terms and conditions of such consents and waivers, (v) levy of any prepayment
penalties and the quantum thereof, (vi) provisions of any laws, rules and regulations governing such borrowings,
and (vii) other commercial considerations including, among others, the amount of the loan outstanding and the
155remaining tenor of the loan. The amounts proposed to be prepaid and / or repaid against each borrowing facility
below is indicative and our Material Subsidiaries shall use the investment made by our Company to prepay and /
or repay the facilities disclosed below in accordance with commercial considerations, including amounts
outstanding at the time of prepayment and / or repayment. For details, see “Financial Indebtedness” on page 477.
156The details of the outstanding loans of our Material Subsidiaries, as on June 30, 2025, which are proposed for repayment or prepayment, in full or in part, pursuant to our
investment made through the Net Proceeds are set forth below. The loan facilities are listed below in no particular order of priority.
Mahishi Bakaur Highways Private Limited^
Sr. Name Natur Date of Sanction Rate of Amount Amount Tenure/ Repayment Schedule Prepay Purpose for Wheth
No of e of Letter/ Renewal Interest (%)* Sanctio Outstandin ment which loan was er
Lende borro Letter/Loan ned g Terms/ sanctioned and funds
r wing Agreement/ (₹ in as on June Penalty utilized utilized
Extension Letter million) 30, 2025 (₹ for
in million) capital
expend
iture
1 Union Term July 14, 2023 9.90 % in Build 2,613.50 1,989.21 Repayment in 26 half yearly 1% of Term Loan for No
Bank Loan Phase and 9.40 installments due from 8th months from amount HAM Project
of % in scheduled commercial operation date. prepaid
India operational Door to Door Tenure 181 months
phase ending in September 2038.
In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations which requires a certificate from the statutory auditor certifying the utilization of loan for the purpose availed, our Statutory
Auditors have confirmed that the loans have been utilised for the purpose for which it was availed pursuant to their certificate dated September 27, 2025.
^As certified by our Statutory Auditors, S.K. Singla Associates, Chartered Accountants, by way of their certificate dated September 27, 2025.
* The rate of interest mentioned above, is the current rate of interest and is subject to changes as per the sanction letters/loan agreements issued by the respective lenders.
Chorma Bairgania Highways Private Limited^
Sr. Name Natur Date of Sanction Rate of Amount Amount Tenure/ Repayment Schedule Prepay Purpose for Wheth
No of e of Letter/ Renewal Interest (%)* Sanctio Outstandin ment which loan was er
Lende borro Letter/Loan ned g Terms/ sanctioned and funds
r wing Agreement/ (₹ in as on June Penalty utilized utilized
Extension Letter million) 30, 2025 (₹ for
in million) capital
expend
iture
1 Canar Term August 2, 2023 9.90 % in Pre 1,862.90 1,262.54 Repayment in 26 half yearly 1% of Term Loan for No
a Loan commercial installments due from 8th months from amount HAM Project
Bank operation date scheduled commercial operation date. prepaid
and 9.50 % in
Post
157Sr. Name Natur Date of Sanction Rate of Amount Amount Tenure/ Repayment Schedule Prepay Purpose for Wheth
No of e of Letter/ Renewal Interest (%)* Sanctio Outstandin ment which loan was er
Lende borro Letter/Loan ned g Terms/ sanctioned and funds
r wing Agreement/ (₹ in as on June Penalty utilized utilized
Extension Letter million) 30, 2025 (₹ for
in million) capital
expend
iture
commercial Door to Door Tenure 182 months
operation date ending in December 2038.
In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations which requires a certificate from the statutory auditor certifying the utilization of loan for the purpose availed, our Statutory
Auditors have confirmed that the loans have been utilised for the purpose for which it was availed pursuant to their certificate dated September 27, 2025.
^As certified by our Statutory Auditors, S.K. Singla Associates, Chartered Accountants, by way of their certificate dated September 27, 2025.
* The rate of interest mentioned above, is the current rate of interest and is subject to changes as per the sanction letters/loan agreements issued by the respective lenders.
158Our Company shall deploy a portion of the Net Proceeds by investing in our Material Subsidiaries, for the purpose
of repayment or prepayment of all, or a portion of the abovementioned borrowings availed by our Material
Subsidiaries. The form of infusion of such investment will be by way of equity, debt or through any other manner,
which will be determined by our Board after considering certain commercial and financial factors at the time of the
investment.
Our Material Subsidiaries have applied for the consents, waivers, and no-objections from the requisite lenders in
terms of the respective facility documents in relation to the Issue including not limited to carrying out any of the
actions that may be required in connection with the Issue. For further information, see “Risk Factors – We have
incurred significant indebtedness. Our inability to meet our obligations, including financial and other covenants
under our debt financing arrangements and any delay in obtaining consents from our lenders may limit our ability
to pursue our business and could adversely affect our business, financial condition, results of operations and cash
flows.” on page 44.
3. Funding capital expenditure for purchase of construction equipment by our Company
On an ongoing basis, we invest in the procurement of capital equipment, which is utilized by us in carrying out our
EPC business, based on our order book and the future requirements estimated by our management. Our Board in its
meeting dated September 27, 2025, took note that an aggregate amount of up to ₹ 2,030.00 million is proposed to
be utilized towards purchase of construction equipment.
For Fiscal 2025, 2024 and 2023, our Company has incurred capital expenditure towards purchase of machinery
amounting to ₹ 604.39 million, ₹ 502.84 million and ₹ 147.33 million. Our Company has received quotations from
suppliers for such equipment and the Company is yet to place any orders or enter into definitive agreements for
purchase of such equipment. While we propose to utilize ₹ 2,030.00 million towards purchasing such construction
equipment, based on our current estimates, the specific number and nature of such equipment to be purchased by
our Company will depend on our business requirements and the details of our construction equipment to be
purchased from the Net Proceeds which will be suitably updated at the time of filing of the Red Herring Prospectus
with the RoC.
A list of such construction equipment that we intend to purchase, along with details of the quotations we have
received in this respect is set forth below:
Description Validity
S. Name of the Per unit cost Total estimated costs Date of
of the Quantity of
No. vendor (in ₹) (in ₹) quotation
equipment quotation
1. Cement Silo Schwing 6 565,000.00 3,390,000.00 September Six
(100T) Stetter India 2, 2025 months
Fly Ash Silo Pvt Ltd 3 650,000.00 1,950,000.00 from
(60T) September
Dual Cement 3 700,000.00 2,100,000.00 2, 2025
Feeding
System
Bottom Dust 3 250,000.00 750,000.00
Collector
Air 3 70,000.00 210,000.00
Compressor
3HP
Aggregate 3 1,150,000.00 3,450,000.00
Belt Conveyor
for M1
Silo 9 55,000.00 495,000.00
Accessories
Screw 3 200,000.00 600,000.00
conveyor 219
Dia 10 Meter
with
accessories
Screw 3 210,000.00 630,000.00
conveyor 219
Dia 06 Meter
with
accessories
159Description Validity
S. Name of the Per unit cost Total estimated costs Date of
of the Quantity of
No. vendor (in ₹) (in ₹) quotation
equipment quotation
Concrete 3 30,000.00 90,000.00
Rubber Hoses
4&5 meter
2. 1107 Nx STD Om Diesels 12 2,870,000.00 34,440,000.00 September 180 days
Soil Tech-Infra 2, 2025 from
Compactor Pvt. Ltd. September
2, 2025
3. 952 Nx Om Diesels 12 2,950,000.00 35,400,000.00 September 180 days
Tandem Tech-Infra 2, 2025 from
Roller Pvt. Ltd. September
2, 2025
4. Epiroc Twin Epiroc 1 52,000,000.00 52,000,000.00 September February
Boom Drill Mining 2, 2025 10, 2026
Boomer L2 India Private
Limited
5. Wirtgen Cold Wirtgen 1 57,500,000.00 57,500,000.00 September Six
Recycler India Pvt. 2, 2025 months
Machine Ltd. from
Model September
WR240 with 2, 2025
all of its
accessories
6. Wirtgen Cold Wirtgen 2 46,500,000.00 93,000,000.00 September Six
Milling India Pvt. 2, 2025 months
Machine Ltd. from
Model September
W200XP 2, 2025
working width
2 mtr with all
of its
accessories
7. Electronic Wirtgen 6 25,500,000.00 153,000,000.00 September Six
Sensor Paver India Pvt. 2, 2025 months
VOGELE – Ltd. from
Model September
SUPER 1900- 2, 2025
3G with
AB600TV
Screed of
working
width up to 10
m, including
the
accessories
8. OFSW16MC Wirtgen 1 14,500,000.00 14,500,000.00 August 19, Six
Cement India Pvt. 2025 months
Spreader-16 Ltd. from
cubic August
Mt Capacity. 19, 2025
9. Spraymec - Normet 1 32,000,000.00 32,000,000.00 September Six
Shotcrete India Private 2, 2025 months
Machine Limited from
Model – September
Normet 5100 2, 2025
VC
10. Sany Rotaty Sany Heavy 3 25,000,000.00 75,000,000.00 September Six
Drilling Rig – Industry 2, 2025 months
Model - India Pvt Ltd from
SR185 September
2, 2025
11. Sany Crawler Sany Heavy 3 54,000,000.00 162,000,000.00 September Six
Crane – Industry 2, 2025 months
Model – India Pvt Ltd from
160Description Validity
S. Name of the Per unit cost Total estimated costs Date of
of the Quantity of
No. vendor (in ₹) (in ₹) quotation
equipment quotation
SCI2600A September
2, 2025
12. JCB 3DX Mohan 22 2,795,000.00 61,490,000.00 September February
PLUS CEV-V Earthmovers 2, 2025 28, 2026
4WD with LLP
LIVELINK
13. JCB 440-5 ZX Mohan 6 4,700,000.00 28,200,000.00 September February
Articulated Earthmovers 2, 2025 28, 2026
Front End LLP
Loader
14. Pro 6028T G Mohan 15 3,046,875.00 45,703,125.00 September February
BSVI LY Fourwheel 2, 2025 28, 2026
CBC PRM Pvt. Ltd.
11R20 VX,
Powered by
BS6, VEDX8
Engine, 1000
Nm Torque
fitted with ET-
140S9 Gear
Box
15. PRO 6028 TM Mohan 25 3,559,322.00 88,983,050.00 September February
G BSVI DW 8 Fourwheel 2, 2025 28, 2026
cum EPTO Pvt. Ltd.
SUNBEAM,
powered with
BS6,
VEDX5
Engine,
900Nm,
Torque fitted
with ET-
120S9 Gear
Box
16. Pro 6028T R Mohan 3 3,125,000.00 9,375,000.00 September February
BSVI DW Fourwheel 2, 2025 28, 2026
PRM CBC Pvt. Ltd.
BOOM
PUMP,
Powered by
BSVI,
VEDX8
Engine 260
HP, 1000 Nm,
Torque fitted
with ET-
120S9 Gear
Box
17. Pro 6055XP Mohan 10 2,578,125.00 25,781,250.00 September February
(Model 2025) Fourwheel 2, 2025 28, 2026
6 Cylinder, Pvt. Ltd.
Powered by
BSVI,
VEDX8
Engine
(300HP) 1200
Nm, torque
fitted with ET-
140S9 gear
box
18. Pro 3019 22 ft Mohan 7 1,875,000.00 13,125,000.00 September February
CBC AC, Fourwheel 2, 2025 28, 2026
Powered by Pvt. Ltd.
161Description Validity
S. Name of the Per unit cost Total estimated costs Date of
of the Quantity of
No. vendor (in ₹) (in ₹) quotation
equipment quotation
BS6, E494
Engine,
600 Nm
torque fitted
with
ET-60S7 gear
box
19. Pro2095 E Mohan 3 1,562,500.00 4,687,500.00 September February
CBC 14ft, Fourwheel 2, 2025 28, 2026
Powered by Pvt. Ltd.
BSVI, E494,
Engine 120
HP, 350 Nm.
torque fitted
with 5 – Speed
manual
gearbox
20. Pro6035T 23 Mohan 75 4,453,125.00 333,984,375.00 September February
CUM HD Fourwheel 2, 2025 28, 2026
BOX Pvt. Ltd.
BODY with
Mining tyre
Hub
reductions,
Powered by
BS6, VEDX8
Engine, 1000
Nm torque
fitted with ET-
140S9 gear
box
21. Ammann Ammann 3 72,500,000.00 217,500,000.00 September Six
Classic India Private 2, 2025 months
Asphalt Limited from
Mixing Plant September
Model ABC 2, 2025
180 Value Tec
22. Apollo Kerb Ammann 3 3,100,000.00 9,300,000.00 September Six
Laying India Private 2, 2025 months
Machine Limited from
Model KLM September
1200 – Slip 2, 2025
Form type,
along with a
standard
mould as per
your
specifications
23. Komatsu Komatsu 25 6,525.423.73 163,135,593.22 September Six
PC210 -10M0 India Private 1, 2025 months
Hydraulic Limited from
Excavator September
1, 2025
24. Komatsu D85- Larsen & 1 25,000,000.00 25,000,000.00 September Six
ESS Bull Toubro 1, 2025 months
Dozer Limited from
September
1, 2025
25. Boom Pump Schwing 3 9,200,000 27,600,000.00 September Six
S36X 2023 Stetter India 2, 2025 months
Twin Circuit Pvt Ltd from
September
2, 2025
162Description Validity
S. Name of the Per unit cost Total estimated costs Date of
of the Quantity of
No. vendor (in ₹) (in ₹) quotation
equipment quotation
26. Batching Plant Schwing 3 7,000,000 21,000,000.00 September Six
M1T - Ziel Stetter India 2, 2025 months
Pvt Ltd from
September
2, 2025
27. CAT 120 NG Gmmco 12 14,500,000.00 174,000,000.00 September Six
Motor Grader Limited 1, 2025 months
(BS V Phase from
2) September
1, 2025
28. Wet mix plant Ashitech 5 4,250,000.00 21,250,000.00 September Six
Model WMM- Equipments 2, 2025 months
300 TPH Pvt. Ltd. from
stationary wet September
mix 2, 2025
plant capacity
of 300 TPH
29. L&T 2490 HD Anugraha 3 5,600,000.00 16,800,000.00 September March 1,
Pneumatic Construction 1, 2025 2026
Tyred Roller Equipment
(PTR) Service and
Powered by Support Pvt
Mahindra & Ltd.
Mahindra
,CEV-V
Engine
developing
102 hp@ 2200
rpm,
30. ACE 15XW Action 6 2,100,000.00 12,600,000.00 September Six
(4P) (15.50 Construction 2, 2025 months
Mtrs.) / 51’ Equipment from
15 Tons Ltd. September
Capacity 2, 2025
Hydraulic
Mobile Crane
with 49HP
Simpson
Engine (BS-
V)
31. ACE F250 Action 5 4,520,000.00 22,600,000.00 September Six
(4P) (20.1 Construction 2, 2025 months
Mtrs.) / 66 ' Equipment from
(4X4) Ltd. September
25 Tons 2, 2025
Capacity
NextGen Pick
'N' Move
Crane
with 101HP
TATA Engine
(BS-V)
32. Automatic Schnell 2 7,500,000.00 15,000,000.00 September Six
Stirrup India 1, 2025 months
Bending Machinery from
Machine With Pvt. Ltd. September
Accessories 1, 2025
Staffatrice
Automatica
Model Prima
R (Baum)
33. Prime Gmmco 1 5,950,000.00 5,950,000.00 September Six
Caterpillar Limited 2, 2025 months
163Description Validity
S. Name of the Per unit cost Total estimated costs Date of
of the Quantity of
No. vendor (in ₹) (in ₹) quotation
equipment quotation
Diesel from
Generator set, September
630 kVA / 2, 2025
504 KW,
415V, 50Hz, 3
phase, 4 wire,
1500
rpm, C-18, 4
stroke cycle,
Turbocharged,
6
cylinders,
Diesel Engine
coupled with
Caterpillar
Branded
alternator,
AVM Pads,
Batteries, Fuel
tank, GCCP
Controller &
Standard
Control panel,
along with all
standard
accessories.
TOTAL 2,065,569,893.22
All quotations received from the above suppliers are valid as on the date of this Draft Red Herring Prospectus. Some
of the quotations mentioned above do not include cost of freight, insurance, octroi, entry tax, customs duty and other
applicable taxes, duties or charges as these can be determined only at the time of placing of orders. Such additional
costs shall be funded from the Net Proceeds proposed to be utilised towards the purchase of capital equipment and
any shortfall shall be met through internal accruals, if required. However, we have not entered into any definitive
agreements with any of the above suppliers which have provided quotations and there can be no assurance that the
abovementioned suppliers would be engaged to eventually supply the machinery or that the abovementioned
machinery would be purchased at the specified costs. The quantity of machinery to be purchased is based on the
estimates of our Company’s management and our business requirements. No second-hand or used equipment is
proposed to be purchased out of the Net Proceeds. Each of the units mentioned above is proposed to be acquired in
a ready-to-use condition. Our Company will seek new quotations upon expiry of such quotations or engage new
vendors, which may result in additional costs.
Our Promoters, Directors, Key Managerial Personnel and Senior Management do not have any interest in the in the
proposed acquisition of the equipment or in the entity from whom we have obtained quotations in relation to such
proposed acquisition of the equipment.
Any equipment not purchased from the Net Proceeds shall be purchased from our internal accruals. Our Company
shall have the flexibility to deploy such machinery at any of our existing and future projects, according to our
business requirements based on the estimates of our Company’s management.
4. General corporate purposes
The Net Proceeds will first be utilized for the Objects as set out above. Subject to this, our Company intends to
deploy any balance left out of the Net Proceeds towards general corporate purposes, as approved by our
management, from time to time, subject to such utilization for general corporate purposes not exceeding 25% of
the Gross Proceeds, in compliance with SEBI ICDR Regulations.
The general corporate purposes for which our Company proposes to utilise Net Proceeds include payment of
commission and/or fees to consultants, to further strengthen our existing ecosystem, meeting ongoing general
corporate exigencies, business development initiatives, meeting our business requirements, other expenses
including salaries, administration, insurance, payment of taxes and duties and any other purpose, as may be
164approved by our Board or a duly constituted committee thereof from time to time, subject to compliance with
applicable law, including provisions of the Companies Act. Further, we confirm that the proceeds towards general
corporate purposes shall not be utilized for the other specified Objects of the Issue.
The allocation or quantum of utilisation of funds towards each of the above purposes will be determined by our
Board, based on the business requirements of our Company and other relevant considerations, from time to time.
Our Company’s management shall have flexibility in utilising surplus amounts, if any.
Interim use of Net Proceeds
Pending utilization of the Net Proceeds for the purposes described above, our Company undertakes to deposit the
Net Proceeds only in one or more scheduled commercial banks included in the Second Schedule of the Reserve
Bank of India Act, 1934, as amended, as may be approved by our Board.
In accordance with Section 27 of the Companies Act, our Company confirms that it shall not use the Net Proceeds
for buying, trading or otherwise dealing in shares of any other listed company or for any investment in the equity
markets.
Means of finance
The Net Proceeds will not be utilised for financing a particular project, accordingly, our Company confirms that
there is no requirement to make firm arrangements of finance through verifiable means towards at least 75% of
the stated means of finance, excluding the amount to be raised from the Fresh Issue and internal accruals as
required under the SEBI ICDR Regulations.
Appraising entity
None of the Objects require appraisal from, or have been appraised by, any bank/ financial institution/ any other
agency, in accordance with applicable law.
Issue expenses
The Issue expenses are estimated to be approximately ₹ [●] million. The Issue expenses comprises of, among
other things, listing fee, underwriting fee, selling commission and brokerage, fee payable to the Book Running
Lead Managers, legal counsels, Registrar to the Issue, Escrow Collection Bank, processing fee to the SCSBs for
processing ASBA Forms submitted by ASBA Bidders procured by the Syndicate and submitted to SCSBs,
brokerage and selling commission payable to Registered Brokers, RTAs and CDPs, fees payable to the Sponsor
Banks for Bids made by UPI Bidders, printing and stationery expenses, advertising and marketing expenses and
all other incidental expenses for listing the Equity Shares on the Stock Exchanges.
All costs, charges, fees and expenses associated with and incurred in connection with the Issue, including the
listing fees, all Issue Expenses including, among other things, filing fees, book building fees and other charges,
fees and expenses of the SEBI, the Stock Exchanges, the Registrar of Companies and any other Governmental
Authority, advertising, printing, road show expenses, accommodation and travel expenses, fees and expenses of
the Indian legal counsel to the Company and the legal counsel to the BRLMs, fees and expenses of the statutory
auditors, independent chartered accountant, registrar fees and broker fees (including fees for procuring of
applications), bank charges, fees and expenses of the BRLMs, syndicate members, Self Certified Syndicate
Banks, other Designated Intermediaries and any other consultant, advisor or third party in connection with the
Issue shall be borne by the Company , except as may be prescribed by the SEBI or any other regulatory authority.
The break-up for the estimated Issue expenses are as follows:
As a % of total
Estimated
estimated Issue As a % of
Activity expenses (1) (₹
related expenses Issue size (1)
in million)
(1)
Fees payable to the Book Running Lead Managers and [●] [●] [●]
commissions (including underwriting commission, brokerage and
selling commission)
165As a % of total
Estimated
estimated Issue As a % of
Activity expenses (1) (₹
related expenses Issue size (1)
in million)
(1)
Commission/processing fee for SCSBs, Sponsor Banks, Bankers to [●] [●] [●]
the Issue and fee payable to the Sponsor Bank for Bids made by
RIBs and Eligible Employees. Brokerage, underwriting
commission and selling commission and bidding charges for
Members of the Syndicate, Registered Brokers, RTAs and CDPs
(2)(3)(4)(5)(6)
Fees payable to Registrar to the Issue [●] [●] [●]
Fees payable to other parties, including but not limited to Statutory [●] [●] [●]
Auditors, Practising Company Secretary, Independent Chartered
Accountant and industry expert
Others
- Printing and stationery expenses [●] [●] [●]
- Advertising and marketing expenses [●] [●] [●]
- Listing fees, SEBI fees, BSE and NSE processing fees, book- [●] [●] [●]
building software fees, and other regulatory expenses
- Fees payable to legal counsels [●] [●] [●]
- Miscellaneous [●] [●] [●]
Total estimated Issue expenses [●] [●] [●]
(1) The Issue expenses will be incorporated in the Prospectus on finalization of the Issue Price.
(2) Selling commission payable to the SCSBs on the portion for RIBs, Eligible Employees and Non-Institutional Bidders which are
directly procured and uploaded by the SCSBs, would be as follows:
Portion for RIBs* [●]% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* [●]% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Issue Price.
Selling commission payable to the SCSBs will be determined on the basis of the bidding terminal ID as captured in the bid book
of BSE or NSE.
(3) Selling commission on the portion for UPI Bidders, Eligible Employees, Non-Institutional Bidders which are procured by members
of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs or for using 3-in-1 type accounts- linked online trading,
demat & bank account provided by some of the brokers which are members of Syndicate (including their Sub-Syndicate Members)
would be as follows:
Portion for RIBs [●]% of the Amount Allotted* (plus applicable taxes)
Portion for Eligible Employees [●]% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Bidders [●]% 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.
Uploading charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the
applications made by RIBs using 3-in-1 accounts and Non-Institutional Bidders which are procured by them and submitted to
SCSB for blocking or using 3-in-1 accounts, would be as follows: ₹[●] plus applicable taxes, per valid application bid by the
Syndicate (including their sub-Syndicate Members), RTAs and CDPs.
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.
(4) Selling commission/ uploading charges payable to the Registered Brokers on the portion for UPI Bidders, Eligible Employees and
Non-Institutional Bidders which are directly procured by the Registered Broker and submitted to SCSB for processing, would be
as follows:
Portion for RIBs* ₹ [●] per valid application (plus applicable taxes)
Portion for Eligible Employees ₹ [●] per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* ₹ [●] per valid application (plus applicable taxes)
* Based on valid applications
(5) Uploading charges/ Processing fees for applications made by UPI Bidders would be as under:
166Payable to members of the Syndicate (including their sub- ₹ [●] per valid application (plus applicable taxes)
Syndicate Members)/ RTAs / CDPs
Payable to Sponsor Banks ₹ [●] per valid application (plus applicable taxes)
The Sponsor Banks shall be responsible for making payments to
the third parties such as remitter bank, NPCI and such other
parties as required in connection with the performance of its duties
under applicable SEBI circulars, agreements and other Applicable
Laws
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and
Escrow and Sponsor Bank Agreement.
The processing fees for applications made by UPI Bidders 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/CIR/P/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 and SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75
dated May 30, 2022.
Bridge Loan
We have not availed bridge financing from any bank or financial institution as on the date of this Draft Red Herring
Prospectus.
Monitoring utilization of funds from the Issue
In terms of Regulation 41 of the SEBI ICDR Regulations, prior to filing the Red Herring Prospectus with the RoC,
we will appoint a SEBI registered credit rating agency as a monitoring agency to monitor the utilization of the
Gross Proceeds. Our Audit Committee and the Monitoring Agency will monitor the utilisation of the Gross
Proceeds (including in relation to the utilisation of the Net Proceeds towards the general corporate purposes) and
submit the report required under Regulation 41(2) of the SEBI ICDR Regulations on a quarterly basis, until such
time as the Gross Proceeds have been utilised in full. Our Company undertakes to place the report(s) of the
Monitoring Agency upon 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 fiscals as required under applicable law, specifying the purposes for which the Gross
Proceeds have been utilised. 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 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 the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the Audit Committee
the uses and application of the Gross Proceeds. Additionally, the Audit Committee shall review the report submitted
by the Monitoring Agency and make recommendations to our Board for further action, if appropriate. Our
Company shall, on an annual basis, prepare a statement of funds utilised for purposes other than those stated in
this Draft Red Herring Prospectus and place it before the Audit Committee. Such disclosure shall be made only till
such time that all the Gross Proceeds have been utilised in full. The statement shall be certified by the statutory
auditors of our Company. Furthermore, in accordance with the SEBI Listing Regulations, our Company shall
furnish to the Stock Exchanges, on a quarterly basis, a statement including deviations, if any, in the utilization of
the Gross Proceeds of the Issue from the Objects of the Issue as stated above. The information will also be published
in newspapers simultaneously with the interim or annual financial results and explanation for such variation (if
any) will be included in our Directors’ report, after placing the same before the Audit Committee. We will disclose
the utilization of the Gross Proceeds under a separate head along with details in our balance sheet(s) until such
time as the Gross Proceeds remain unutilized clearly specifying the purpose for which such Gross Proceeds have
been utilized. In the event that we are unable to utilize the entire amount that we have currently estimated for use
out of the Gross Proceeds in a Fiscal, we will utilize such unutilized amount in the next Fiscal.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act, 2013 and the applicable rules, and the SEBI ICDR
Regulations, our Company shall not vary the Objects without our Company being authorised to do so by the
Shareholders by way of a special resolution. In addition, the notice issued to the Shareholders in relation to the
passing of such special resolution (“Notice”) shall specify the prescribed details as required under the Companies
167Act. The Notice shall simultaneously be published in the newspapers, in all editions of [●] (a widely circulated
English daily national newspaper) and all editions of [●] (a widely circulated Hindi national daily newspaper),
(which is also the regional language of Haryana, where our Registered Office is located), each with wide
circulation.
Our Promoters will be required to provide an exit opportunity to such Shareholders who do not agree to the above
stated proposal, in accordance with 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, at a price and in the manner as prescribed by
SEBI, in this regard.
Other confirmations
No part of the Net Proceeds will be paid by our Company to our Promoters, Promoter Group, our Directors, our
Key Managerial Personnel or our Senior Management. There are no existing or anticipated transactions in relation
to utilisation of Net Proceeds with our Promoters, Promoter Group, our Directors, our Key Managerial Personnel,
or our Senior Management.
168BASIS 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 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 Floor Price and [●] times the Cap Price, and Floor Price is
[●] times the face value and the Cap Price is [●] times the face value. Bidders should also see “Risk Factors”, “Our
Business”, “Summary of Financial Information”, “Financial Information”, and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” on pages 28, 279, 70, 374 and 440, respectively, to have
an informed view before making an investment decision.
Qualitative Factors
We believe that some of the qualitative factors and our strengths which form the basis for computing the Issue Price
are:
1. One of the leading & fastest growing companies in the road engineering, procurement and construction
segment
• According to the CRISIL Report, we are an infrastructure construction company specializing in the construction
of roads, highways, state highways, PMGSY roads, bridges, railway over bridges, tunnels, railways, irrigation,
rural infrastructure and other civil works.
• According to the CRISIL Report, we are one of the fastest growing and leading road engineering procurement
and construction companies in India with a revenue CAGR of 36.53% between fiscal 2023 to 2025
2. Well established track record of efficient and timely delivery of projects
• According to the CRISIL Report, our Company has established itself as a key player in the road EPC segment,
backed by a proven track record of efficient and timely project delivery.
• We have a strong track record in efficient project management, execution and on-time completion of projects
across verticals and geographies, with a substantial majority of our projects being executed ahead of or on
schedule.
3. Pan-India presence with a healthy Order Book of projects and diversified client base
• Our Company has established operations across 13 states in India, primarily in North India, North-East India
and Central India since the incorporation of our Company with good knowledge, landscape and applicability
of the regulatory environment in these regions
• As on March 31, 2025, we had an Order Book of ₹ 47,669.98 million with projects spread across 10 states
implying a book-to-bill ratio of 4.13 times for Fiscal 2025
• Our projects are procured from a wide range of government-owned entities and departments across various
geographies such with whom we have conducted business across different regions.
4. Experienced Promoters and qualified management team with strong human resource practices and a
strategic equipment base
• We have seen robust business growth under the vision, leadership and guidance of our Promoters, who have
significant experience in the construction industry.
• We believe that our Promoters have played a key role in the development of our business, and we benefit from
their industry knowledge and expertise, vision and leadership.
5. Efficient business model due to in-house capabilities, skilled workforce and advanced machinery
• We have built experience of executing projects across diverse geographic locations in India with varying
degrees of complexities, such as complex sections of highways in remote regions in the North-East and
construction of high-altitude roads and tunnels, such as the Shinkun La Pass. Since the commencement of our
169business in 2017, until as of March 31, 2025, our Company has completed over 29 projects across 8 states with
a consolidated contract value of around ₹ 21,176.24 million.
• We own a large fleet of modern construction equipment which enables us to reduce our dependence on third
party equipment providers and to efficiently manage our project execution schedules.
For further details, see “Our Business – Our Strengths” on page 288.
Quantitative Factors
Some of the information presented below relating to our Company is derived from the Restated Consolidated
Financial Statements. For details, see “Restated Consolidated Financial Statements” and “Other Financial
Information” on pages 374 and 437, respectively.
Some of the quantitative factors which may form the basis for computing the Issue Price are as follows:
A. Basic and Diluted Earnings per share for continuing operations (“EPS”) (face value of each Equity
Share is ₹10):
Fiscal / Period ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight
March 31, 2025 16.91 16.91 3
March 31, 2024 11.94 11.94 2
March 31, 2023 7.91 7.91 1
Weighted Average for the above three Fiscals 13.75 13.75
Notes:
i. Basic EPS: Net Profit after tax as restated divided by weighted average number of Equity Shares outstanding at the end of the
period/ year.
ii. Diluted EPS: Net Profit after tax as restated divided by weighted average number of Equity Shares outstanding at the end of the
period/year for diluted EPS.
iii. Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the year/period
adjusted by the number of Equity Shares issued during the year/period multiplied by the time weighting factor. The time weighting
factor is the number of days for which the specific shares are outstanding as a proportion of the total number of days during the
year/period.
iv. The above statement should be read with significant accounting policies and notes on Restated Consolidated Financial
Statements as appearing in the Financial Statements.
v. EPS has been calculated in accordance with the Indian Accounting Standard 33 – “Earnings per share.
vi. The face value of equity shares of the Company is ₹ 10.
B. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ [●] to ₹ [●] per Equity Share:
Particulars P/E at the Floor Price P/E at the Cap Price
(number of times) (number of times)
Based on basic EPS as per the Restated Consolidated [●]*
Financial Statements for the financial year ended March
31, 2025
Based on diluted EPS as per the Restated Consolidated
Financial Statements for the financial year ended March
31, 2025
*To be updated at the Prospectus stage.
C. Industry Peer Group P/E ratio
P/E Ratio
Highest 15.39
Lowest 5.56
Average 11.08
Notes:
(i) The industry high and low has been considered from the industry peer set provided later in this section. The industry composite
has been calculated as the arithmetic average P / E of the industry peer set disclosed in this section.
(ii) The industry P / E ratio mentioned above is for the financial year ended March 31, 2025. P / E Ratio has been computed based
on the closing market price of equity shares on BSE on September 26, 2025 divided by the Diluted EPS for the year ended
March 31, 2025
(iii) All the financial information for listed industry peers mentioned above is sourced from the restated consolidated financial
statements of the relevant companies for Fiscal 2025, as available on the websites of the Stock Exchanges.
170D. Average Return on Net Worth (“RoNW”)
As per the Restated Consolidated Financial Statements:
Financial Year ended RONW (%) Weight
March 31, 2025 38.56 3
March 31, 2024 42.86 2
March 31, 2023 46.79 1
Weighted Average 41.36 -
Notes:
(i) RoNW is calculated as net profit after taxation and minority interest attributable to the equity shareholders of the Company
divided by net worth at the end of that year.
(ii) Net worth is the aggregate value of the paid-up share capital and all reserves created out of the profits and securities premium
account and debit or credit balance of profit and loss account, after deducting the aggregate value of the accumulated losses,
deferred expenditure and miscellaneous expenditure not written off, as per the restated consolidated balance sheet, but does
not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation. in accordance with
Regulation 2(1)(hh) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended. It includes non-controlling interest.
(iii) Weighted average is calculated Aggregate of year-wise weighted RoNW divided by the aggregate of weights i.e. (RoNW x
Weight) for each year/Total of weights.
E. Net Asset Value (“NAV”) per Equity Share
NAV per Equity Share (₹)
As on March 31, 2025 43.78
After the completion of the Issue
- At Floor Price [●]
- At Cap Price [●]
- At Issue Price [●]
Notes:
* Issue Price per Equity Share will be determined on conclusion of the Book Building Process
** Net Asset Value per equity share represents net worth as at the end of the financial year, as restated, divided by the number of
Equity Shares outstanding at the end of the year.
For further details, see “Other Financial Information” on page 437.
F. Comparison of accounting ratios with Listed Industry Peers
The following peer group has been determined based on the companies listed on the Stock Exchanges:
Following is the comparison with the peer group companies of our Company listed in India and in the same
line of business as our Company:
Name of the Total Face P/E EPS EPS RoNW NAV NAV
Company revenue value per (Basic) (Diluted) (%) (₹ in (₹ per
(₹ in equity million) share)
million) share (₹)
Our Company 11,529.80 10 NA 16.91 16.91 38.56 4,165.18 43.78
Listed Peers
Ceigall India Limited 34,367.32 5 15.39 17.04 17.04 15.54 18,438.33 105.84
G R Infraprojects 73,947.04 5 11.93 104.88 104.81 11.94 85,032.04 878.97
Ltd.
H.G. Infra 50,561.82 10 12.13 77.55 77.55 NA 29,497.64 452.62
Engineering Ltd.
J. Kumar 56,934.88 5 12.09 51.70 51.70 13.01 30,071.04 397.42
Infraprojects Ltd.
KNR Constructions 47,531.66 2 5.56 35.62 35.62 NA 45,411.79 161.47
Ltd.
PNC Infratech Ltd. 67,686.84 2 9.35 31.79 31.79 NA 59,889.71 233.45
*Financial information for our Company is derived from the Restated Consolidated Financial Statements as at and for the financial year ended
171March 31, 2025.
Note:
(i) The numbers of Ceigall India Limited are based upon consolidated financial results for the year ended March 31, 2025.
(ii) The numbers of G R Infraprojects Ltd. are based upon consolidated financial results for the year ended March 31, 2025.
(iii) The numbers of H.G. Infra Engineering Ltd. are based upon consolidated financial results for the year ended March 31, 2025.
(iv) The numbers of J. Kumar Infraprojects Ltd. are based upon consolidated financial results for the year ended March 31, 2025.
(v) The numbers of KNR Constructions Ltd. are based upon consolidated financial results for the year ended March 31, 2025.
(vi) The numbers of PNC Infratech Ltd.. are based upon consolidated financial results for the year ended March 31, 2025.
(vii) P/E Ratio has been computed based on the closing market price of the equity shares (Source: BSE) on September 26, 2025,
divided by the diluted EPS of March 31, 2025
(viii) EPS of the peers is taken as per disclosed in stock exchange filings , Diluted EPS refers to the diluted earnings per share of the
respective company.
(ix) Return on Net Worth (%) = Net Profit after tax, as restated / Restated net worth at the end of the year/period.
(x) NAV represents the ‘Net worth’ under Ind-As: Net worth has been defined as the aggregate value of the paid-up share capital
and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss account,
after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not written
off, as per the restated consolidated balance sheet, but does not include reserves created out of revaluation of assets, write-back
of depreciation and amalgamation, in accordance with Regulation 2(1)(hh) of the Securities and Exchange Board of India
(Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended. It includes non-controlling interest.
(xi) Net Asset Value per equity share represents net worth as at the end of the financial year, as restated, divided by the number of
Equity Shares outstanding at the end of the year.
(xii) The information about the peer companies have been sourced from their annual reports, investor presentations and their other
stock exchange filings.
[Remainder of this page is intentionally kept blank]
172G. Key Performance Indicators
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 27, 2025 and the Audit Committee has confirmed that verified and audited
details of all the KPIs pertaining to our Company that have been disclosed to earlier 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 TATTVAM & Co., Chartered
Accountants pursuant to their certificate dated September 27, 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 559.
The KPIs disclosed below have been used historically by our Company to understand and analyze the
business performance, which in result, help it in analyzing the growth of various verticals in comparison to
its peers.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic
basis, at least once a year (or any lesser period as may be determined by our Board), for a duration of one
year after the date of listing of the Equity Shares on the Stock Exchanges or till the utilisation of the Issue
Proceeds as per the disclosure made in the section “Objects of the Issue” starting on page 98 of this Draft
Red Herring Prospectus, whichever is later, or for such other duration as required under the SEBI ICDR
Regulations.
Key Performance Indicators:
As of and for periods
Sr.No. KPIs Unit
March 31, 2025 March 31, 2024 March 31, 2023
Operational Metrics
1 Order Book (1) ₹ (in million) 47,669.98 24,879.46 22,440.26
2 HAM Order Book (2) ₹ (in million) 16,467.08 7,796.32 9,446.20
3 Book to Bill Ratio (3) Times 4.13 2.70 3.63
4 Employee Count (4) Number 1,090 999 796
Financial Metrics
5 Revenue from operations ₹ (in million) 11,529.80 9,211.23 6,185.11
6 EBITDA (5) ₹ (in million) 2,465.68 1,694.40 1,052.87
7 EBITDA Margin (%)(6) % 21.39 18.39 17.02
8 Profit after tax (“PAT”) ₹ (in million) 1,605.90 1,101.45 643.88
9 PAT Margin (%)(7) % 13.93 11.96 10.41
10 Cash Profit Margin (%)(8) % 15.99 13.66 12.64
11 Net Worth (Total Equity) (9) ₹ (in million) 4,165.18 2,569.97 1,375.96
12 Total Debt(10) ₹ (in million) 4,840.88 1,611.64 756.77
13 Net Debt(11) ₹ (in million) 3,782.93 (52.19) (204.94)
14 Net Debt to EBITDA (12) Times 1.53 (0.03) (0.19)
15 Total Debt to Equity (13) Times 1.16 0.63 0.55
Net Working Capital (in Number of
16 32 12 8
days) (14) days
17 Gross Block(15) ₹ (in million) 1,833.08 1,409.31 897.84
Return on Equity (RoE)
18 % 38.56% 42.86% 46.79%
(%)(16)
Return on Capital Employed
19 % 24.64% 36.62% 42.79%
(RoCE) (%)(17)
20 EPS ₹ 16.91 11.94 7.91
* Certified by TATTVAM & Co., Chartered Accountants, by way of their certificate dated September 27, 2025.
173Notes:
1. Order Book represents the estimated contract value of the unexecuted portion of existing assigned EPC contracts and is an indicator of
visibility of future revenue for our Company.
2. HAM order Book means an unexecuted portion of a captive order where an EPC contract is entered into by project SPVs.
3. Book-to-Bill Ratio is calculated as the Order Book at a particular period divided by the Revenue from operations for that period.
4. Employee count shows Employees strength of our Company.
5. EBITDA is calculated as Restated profit before exceptional items and tax minus Other Income plus Finance Costs, Depreciation and
amortisation expense.
6. EBITDA Margin (%) is the percentage of EBITDA divided by Revenue from Operations.
7. PAT Margin (%) is calculated as Restated profit (after tax) for the period/year as a % of Revenue from Operations.
8. Cash Profit is calculated as PAT plus depreciation/amortization expense. Cash Profit Margin is calculated as Cash Profit as a % of
Total Income.
9. 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 restated consolidated balance sheet, but does not
include reserves created out of revaluation of assets, write-back of depreciation and amalgamation in accordance with Regulation
2(1)(hh) of the SEBI ICDR Regulations, as amended. It includes non-controlling interest..
10. Total Debt is computed as Non-Current Borrowings plus Current Borrowings.
11. Net Debt has been defined as Total Debt minus cash and cash equivalents, bank balances other than cash and cash equivalents (including
bank balances in margin money and DSRA Account).
12. Calculated as Net Debt divided by EBITDA.
13. Calculated as Total Debt divided by Total Equity.
14. Net Working Capital (in days) is calculated as (Inventory Day + Debtor's Day - Payable day)
While calculating Net working capital inventory days, debtor days and payable days following formula is used
(i) Inventory days = 365/Inventory Turnover ratio ((Raw material consumed + Construction costs)/Average inventory);
(ii) Debtor Days =365/Debtors Turnover ratio (Revenue from Operations/Average Debtors); and
(iii) Payable days =365/Payable Turnover ratio ((Raw material consumed + Construction costs)/Average payables)
15. Gross Block is calculated as gross value of property, plant and equipment i.e. before depreciation
16. ROE is calculated as PAT as a % of Total Equity at the end of respective reporting period.
17. ROCE is calculated as EBIT as a % of Capital employed wherein capital employed refers to net worth plus total debt at the end of the
respective reporting period and EBIT represents the operating profit of a company before deducting finance cost
and Tax expenses.
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 Condition and Results of Operations”
on pages 279 and 440, respectively.
H. Description on the historic use of the KPIs by our Company to analyze, track or monitor the
operational and/or financial performance of our Company
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 Consolidated Financial Statements. We use
these KPIs to evaluate our financial and operating performance. 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 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 of performance 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 ongoing 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.
Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or
operational metric to evaluate our business. See “Risk Factor – Certain non-GAAP financial measures
relating to our operations and financial performance have been included in this Draft Red Herring
174Prospectus. These non-GAAP financial measures are not measures of operating performance or liquidity
defined by Ind AS and may not be comparable.” on page 56.
Explanation for the KPIs
Sr. No KPIs Explanation Relevance
Operational Measures
1 Order Book Order Book represents the estimated contract value of the Indicates revenue visibility and
unexecuted portion of our existing assigned contracts and is an business sustainability
indicator of visibility of future revenue for the Company.
2 HAM Order HAM Order book represents the estimated unexecuted contract Important due to unique risk-
Book value from HAM projects and is an indicator of visibility of return and funding structure of
future revenue from special purpose vehicle entities created for HAM
executing HAM Projects, i.e., related party entities.
3 Book-to-Bill Book-to-Bill Ratio is an indicator of the size of the order book Assesses adequacy of pipeline
Ratio as of a particular period to the revenue generated for that relative to execution capacity
period.
4 Employee Count Employee count shows Employees strength of our Company. Employee count shows
Employees strength of
our Company.
GAAP Financial Measure
5 Revenue from Revenue from operations represents the scale of our business Fundamental measure of scale
Operations as well as provides information regarding our overall financial and growth trajectory
performance.
6 PAT (Profit After PAT represents the profit/loss that we make for the financial Core profitability metric used
Tax) year or during a given period. It provides information in valuations
regarding the overall profitability of our business.
7 Net Worth Net Worth is an indicator of our financial standing/ position as Reflects capital base and
of a certain date. Net Worth is also known as Book Value or financial strength
Shareholders Equity.
8 Gross Block Gross block represents the total worth of all the assets currently Represents investment in
employed in the business. capacity creation
9 EPS EPS Represents Earning by the company per share in the Core valuation parameter for
relevant financial year. equity investors
Non GAAP Financial Measure
10 EBITDA EBITDA provides a comprehensive view of our financial Key measure of operating
health. It facilitates evaluation of the year on year performance profitability and cash
of our business and excludes other income. generation
11 EBITDA Margin EBITDA Margin (%) is an indicator of the profitability of our Indicates efficiency and cost
(%) business and assists in tracking the margin profile of our discipline
business and our historical performance and provides financial
benchmarking against peers.
12 PAT Margin (%) PAT Margin (%) is an indicator of the overall profitability of Measures ability to convert
our business and provides financial benchmarking against revenues into profit
peers as well as to compare against the historical performance
of our business.
13 Cash Profit Cash Profit is an indicator of the profitability of the business Shows quality of earnings and
Margin (%) ex-depreciation and amortization expenses. Cash Profit cash-generating capacity
Margin provides the financial benchmarking against peers as
well as compares against the historical performance of our
business.
14 Total Debt Total Debt is a financial position metric and it represents the Key measure of financial
absolute value of borrowings. leverage
175Sr. No KPIs Explanation Relevance
15 Net Debt Net Debt is a liquidity metric and it represents the absolute True indebtedness of company
value of borrowings net of cash and cash equivalents, bank
balances and other cash and cash equivalents and current
investments in the company.
16 Net Debt to Net Debt to EBITDA ratio enables us to measure the ability Tracks ability to repay debt
EBITDA and extent to which we can cover our debt in comparison to the from operating cash flows
EBITDA being generated by us.
17 Total Debt to The total Debt to Equity Ratio is a measure of the extent to Indicates capital structure and
Equity which our Company can cover our debt and represents our debt solvency risk
position in comparison to our equity position. It helps evaluate
our financial leverage.
18 Return on Equity Return on Equity represents how efficiently we generate Assesses shareholder returns
(RoE) profits from our shareholders' funds.
19 Return on Return on Capital Employed represents how efficiently we Measures efficiency of overall
Capital generate earnings before interest & tax from the capital capital utilisation
Employed employed.
(RoCE)
20 Net Working Net Working Capital Days describes the duration it takes for us Tracks working capital cycle
Capital (days) to convert our working capital into revenue. and liquidity efficiency
I. Comparison of KPIs based on additions or dispositions to our business
Our Company has not made any additions or dispositions to its business during the Fiscals 2025, 2024 and
2023.
[Remainder of this page is intentionally kept blank]
176J. Comparison of its KPIs with Listed Industry Peers
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 and our business model.
Sr. Dhariwal Buildtech Limited Ceigall India Limited* G R Infraprojects Ltd.* H.G. Infra Engineering Ltd.*
No
As of and for periods As of and for periods As of and for periods As of and for periods
.
KPIs Unit
March March March March March March March March March March March March
31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31,
2025 2024 2023 2025 2024 2023 2025 2024 2023 2025 2024 2023
Operational Metrics
47,669. 24,879. 22,440. 1,08,06 92,257. 1,08,09 1,91,79 1,67,80 1,95,29 1,52,81 1,24,34 1,25,95
1 Order Book ₹ (in million)
98 46 26 2.00 78 0.43 9.00 6.10 4.46 2.00 0.00 3.00
HAM Order 16,467. 7,796.3 9,446.2 65,377. 30,302. 61,818. NA NA NA 55,623. 49,736. NA
2 ₹ (in million)
Book 08 2 0 51 60 90 57 00
Book to Bill 4.13 2.70 3.63 3.14 3.05 5.23 2.59 1.87 2.06 3.02 2.31 2.73
3 Times
Ratio
Employee 1,090 999 796 2,298 2,256 1,899 10,947 14,432 16,157 5,400+ 4,848 4,034
4 Number
Count
Financial Metrics
Revenue from 11,529. 9,211.2 6,185.1 34,367. 30,293. 20,681. 73,947. 89,801. 94,815. 50,561. 53,784. 46,220.
5 ₹ (in million)
operations 80 3 1 32 52 68 04 50 15 82 79 08
2,465.6 1,694.4 1,052.8 5,183.7 5,176.6 2,956.3 18,316. 22,250. 26,409. 10,581. 10,617. 8,953.6
6 EBITDA ₹ (in million)
8 0 7 8 1 0 60 65 98 88 89 6
EBITDA 21.39 18.39 17.02 15.08 17.09 14.29 24.77 24.78 27.85 20.93 19.74 19.37
7 %
Margin (%)
Profit after tax 1,605.9 1,101.4 643.88 2,865.7 3,043.0 1,672.7 10,153. 13,229. 14,544. 5,054.0 5,385.8 4,931.9
8 ₹ (in million)
(“PAT”) 1 5 4 7 2 95 66 27 1 6 1
PAT Margin 13.93 11.96 10.41 8.34 10.05 8.09 13.73 14.73 15.34 10.00 10.01 10.67
9 %
(%)
Cash Profit 15.99 13.66 12.64 9.80 11.72 9.82 NA NA NA NA NA NA
10 %
Margin (%)
Net Worth 4,165.1 2,569.9 1,375.9 18,438. 9,064.1 5,930.6 85,032. 76,023. 62,651. 29,497. 24,550. 19,218.
11 ₹ (in million)
(Total Equity) 8 7 6 33 3 2 04 98 34 64 34 75
4,840.8 1,611.6 756.77 13,966. 10,611. 7,000.9 49,661. 38,027. 56,789. 40,918. 15,044. 19,067.
12 Total Debt ₹ (in million)
8 4 86 21 8 61 61 77 64 20 51
3,782.9 -52.19 -204.94 7,627.6 6,930.5 3,393.8 43,066. 32,688. 54,677. 41,033. 15,882. 18,188.
13 Net Debt ₹ (in million)
3 3 7 7 71 88 80 33 36 66
Net Debt to 1.53 -0.03 -0.19 1.47 1.34 1.15 2.35 1.47 2.07 3.88 1.50 2.03
14 Times
EBITDA
Total Debt to 1.16 0.63 0.55 0.76 1.17 1.18 0.58 0.50 0.91 1.39 0.61 0.99
15 Times
Equity
177Sr. Dhariwal Buildtech Limited Ceigall India Limited* G R Infraprojects Ltd.* H.G. Infra Engineering Ltd.*
No
As of and for periods As of and for periods As of and for periods As of and for periods
.
KPIs Unit
March March March March March March March March March March March March
31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31,
2025 2024 2023 2025 2024 2023 2025 2024 2023 2025 2024 2023
Net Working 32 12 8 62 45 40 NA NA NA NA NA NA
Number of
16 Capital (in
days
days)
1,833.0 1,409.3 897.84 4,817.7 4,256.7 3,422.1 24,668. 26,258. 25,443. 14,250. 12,310. 10,339.
17 Gross Block ₹ (in million)
8 1 0 8 5 19 35 98 03 49 07
Return on 38.56 42.86 46.79 15.54 33.57 28.20 12.72 19.35 26.78 NA NA NA
18 Equity (RoE) %
(%)
Return on 24.64 36.62 42.79 19.22 31.98 28.67 NA NA NA NA NA NA
Capital
19 %
Employed
(RoCE) (%)
20 EPS ₹ 16.91 11.94 7.91 17.04 19.37 10.65 104.81 136.87 150.42 77.55 82.64 75.68
*Notes related to Industry Peer:
1. All the financial for the industry peers mentioned above is on a consolidated basis unless stated otherwise and is sourced from the annual reports, audited financial results, investor
presentations and other Stock Exchanges filings.
2. NA refers to Not Applicable where the financial information is unavailable i.e. not reported by the industry peers in either their annual reports, audited financial results, investor
presentations and other filings submitted to the Stock Exchanges
3. EBITDA margin (%) for G R Infraprojects Ltd. is calculated as the percentage of EBITDA divided by Revenue from Operations.
4. Book to bill ratio is calculated as the Order Book at a particular period divided by the revenue from operations for that period.
5. Net Debt to EBITDA is calculated as the Net Debt divided by EBITDA for the period.
6. Total Debt to Equity is calculated as the Total Debt divided by Net Worth for the period.
7. HAM order book for Ceigall India Limited, HG Infra Engineering Ltd. & KNR Constructions Limited have been calculated from the segmental splits in their respective
submissions/disclosures to the stock exchanges.
Notes related to Our Company:
1. Order Book represents the estimated contract value of the unexecuted portion of existing assigned EPC contracts and is an indicator of visibility of future revenue for our Company.
2. HAM order Book means an unexecuted portion of a captive order where an EPC contract is entered into by project SPVs.
3. Book-to-Bill Ratio is calculated as the Order Book at a particular period divided by the Revenue from operations for that period.
4. Employee count shows Employees strength of our Company.
5. EBITDA is calculated as Restated profit before exceptional items and tax minus Other Income plus Finance Costs, Depreciation and amortisation expense.
6. EBITDA Margin (%) is the percentage of EBITDA divided by Revenue from Operations.
7. PAT Margin (%) is calculated as Restated profit (after tax) for the period/year as a % of Revenue from Operations.
8. Cash Profit is calculated as PAT plus depreciation/amortization expense. Cash Profit Margin is calculated as Cash Profit as a % of Total Income.
1789. 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 restated consolidated
balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR
Regulations, as amended. It includes non controlling interest.
10. Total Debt is computed as Non-Current Borrowings plus Current Borrowings.
11. Net Debt has been defined as Total Debt minus cash and cash equivalents, bank balances other than cash and cash equivalents (including bank balances in margin money and DSRA Account).
12. Calculated as Net Debt divided by EBITDA.
13. Calculated as Total Debt divided by Total Equity.
14. Net Working Capital (in days) is calculated as (Inventory Day + Debtor's Day - Payable day)
While calculating Net working capital inventory days, debtor days and payable days following formula is used
(i) Inventory days = 365/Inventory Turnover ratio ((Raw material consumed + Construction costs)/Average inventory);
(ii) Debtor Days =365/Debtors Turnover ratio (Revenue from Operations/Average Debtors); and
(iii) Payable days =365/Payable Turnover ratio ((Raw material consumed + Construction costs)/Average payables)
15. Gross Block is calculated as gross value of property, plant and equipment i.e. before depreciation
16. ROE is calculated as PAT as a % of Total Equity at the end of respective reporting period.
17. ROCE is calculated as EBIT as a % of Capital employed wherein capital employed refers to net worth plus total debt at the end of the respective reporting period and EBIT represents the
operating profit of a company before deducting finance cost and Tax expenses.
179J. Kumar Infraprojects
Sr. Dhariwal Buildtech Limited KNR Constructions Limited* PNC Infratech Limited*
Limited*
No
As of and for periods As of and for periods As of and for periods As of and for periods
. KPIs Unit
March March March March March March March March March March March March
31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31,
2025 2024 2023 2025 2024 2023 2025 2024 2023 2025 2024 2023
Operational Metrics
47,669. 24,879. 22,440. 2,22,38 2,10,11 1,18,54 50,518. 53,048. 70,921. 1,77,00 2,04,00 1,56,76
1 Order Book ₹ (in million)
98 46 26 0.00 0.00 0.00 00 00 00 0.00 0.00 0.00
HAM Order 16,467. 7,796.3 9,446.2 NA NA NA 20,207. 20,688. 43,261. 40,970 NA NA
2 ₹ (in million)
Book 08 2 0 20 72 81
Book to Bill 4.13 2.70 3.63 3.91 4.31 2.82 1.06 1.2 1.75 2.61 2.36 1.97
3 Times
Ratio
Employee 1,090 999.00 796.00 7,364 7,335 7,434 2,752 2,456 2,294 7,084 8,879 9,387
4 Number
Count
Financial Metrics
Revenue from 11,529. 9,211.2 6,185.1 56,934. 48,792. 42,031. 47,531. 44,294. 40,623. 67,686. 86,498. 79,560.
5 ₹ (in million)
operations 80 3 1 88 05 43 66 86 60 84 68 83
2,465.6 1,694.4 1,052.8 8,264.0 7,040.6 5,970.7 16,253. 10,477. 9,173.1 20,660. 20,045. 16,000.
6 EBITDA ₹ (in million)
8 0 7 0 2 2 70 60 0 65 29 48
EBITDA 21.39 18.39 17.02 14.51 14.43 14.21 34.20 23.65 22.58 30.52 23.17 20.11
7 %
Margin (%)
Profit after tax 1,605.9 1,101.4 643.88 3,904.4 3,285.9 2,743.9 10,018. 7,522.9 4,394.0 8,154.1 9,094.2 6,584.5
8 ₹ (in million)
(“PAT”) 1 5 9 3 2 74 7 9 8 1 1
PAT Margin 13.93 11.96 10.41 6.86 6.73 6.53 21.08 16.98 10.82 12.05 10.51 8.28
9 %
(%)
Cash Profit 15.99 13.66 12.64 9.78 10.16 10.14 NA NA NA NA NA NA
10 %
Margin (%)
Net Worth 4,165.1 2,569.9 1,375.9 30,071. 26,440. 23,397. 45,411. 34,976. 27,478. 59,889. 51,848. 42,850.
11 ₹ (in million)
(Total Equity) 8 7 6 05 93 28 79 74 28 71 20 43
4,840.8 1,611.6 756.77 6,974.6 5,759.8 5,163.7 18,466. 12,582. 6,464.0 93,445. 80,164. 62,713.
12 Total Debt ₹ (in million)
8 4 4 8 2 32 21 0 55 58 30
3,782.9 -52.19 -204.94 10,043. 9,474.8 8,782.5 15,275. 7,886.4 3,732.5 82,035. 70,148. 58,561.
13 Net Debt ₹ (in million)
3 44 7 2 14 8 7 75 22 15
Net Debt to 1.53 -0.03 -0.19 1.22 1.35 1.47 0.94 0.75 0.41 3.97 3.50 3.66
14 Times
EBITDA
Total Debt to 1.16 0.63 0.55 0.23 0.22 0.22 0.41 0.36 0.24 1.56 1.55 1.46
15 Times
Equity
Net Working 32 12 8 112 123 126 NA NA NA NA NA NA
Number of
16 Capital (in
days
days)
180J. Kumar Infraprojects
Sr. Dhariwal Buildtech Limited KNR Constructions Limited* PNC Infratech Limited*
Limited*
No
As of and for periods As of and for periods As of and for periods As of and for periods
. KPIs Unit
March March March March March March March March March March March March
31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31, 31,
2025 2024 2023 2025 2024 2023 2025 2024 2023 2025 2024 2023
1,833.0 1,409.3 897.84 22,313. 19,377. 17,242. 16,685. 16,711. 16,402. 11,915. 11,984. 11,729.
17 Gross Block ₹ (in million)
8 1 82 34 56 10 47 24 85 07 81
Return on 38.56 42.86 46.79 13.82 13.19 12.40 NA NA NA NA NA NA
18 Equity (RoE) %
(%)
Return on 24.64 36.62 42.79 21.45 17.53 17.60 NA NA NA NA NA NA
Capital
19 %
Employed
(RoCE) (%)
20 EPS ₹ 16.91 11.94 7.91 51.7 43.71 36.26 35.62 27.64 16.29 31.79 35.45 25.67
*Notes related to Industry Peer:
1. All the financial for the industry peers mentioned above is on a consolidated basis unless stated otherwise and is sourced from the annual reports, audited financial results, investor
presentations and other Stock Exchanges filings.
2. NA refers to Not Applicable where the financial information is unavailable i.e. not reported by the industry peers in either their annual reports, audited financial results, investor
presentations and other filings submitted to the Stock Exchanges
3. EBITDA margin (%) for G R Infraprojects Ltd. is calculated as the percentage of EBITDA divided by Revenue from Operations.
4. Book to bill ratio is calculated as the Order Book at a particular period divided by the revenue from operations for that period.
5. Net Debt to EBITDA is calculated as the Net Debt divided by EBITDA for the period.
6. Total Debt to Equity is calculated as the Total Debt divided by Net Worth for the period.
7. HAM order book for Ceigall India Limited, HG Infra Engineering Ltd. & KNR Constructions Limited have been calculated from the segmental splits in their respective
submissions/disclosures to the stock exchanges.
Notes related to Our Company:
1. Order Book represents the estimated contract value of the unexecuted portion of existing assigned EPC contracts and is an indicator of visibility of future revenue for our Company.
2. HAM order Book means an unexecuted portion of a captive order where an EPC contract is entered into by project SPVs.
3. Book-to-Bill Ratio is calculated as the Order Book at a particular period divided by the Revenue from operations for that period.
4. Employee count shows Employees strength of our Company.
5. EBITDA is calculated as Restated profit before exceptional items and tax minus Other Income plus Finance Costs, Depreciation and amortisation expense.
6. EBITDA Margin (%) is the percentage of EBITDA divided by Revenue from Operations.
7. PAT Margin (%) is calculated as Restated profit (after tax) for the period/year as a % of Revenue from Operations.
8. Cash Profit is calculated as PAT plus depreciation/amortization expense. Cash Profit Margin is calculated as Cash Profit as a % of Total Income.
9. 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 restated consolidated
balance sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation in accordance with Regulation 2(1)(hh) of the SEBI ICDR
Regulations, as amended. It includes non controlling interest.
18110. Total Debt is computed as Non-Current Borrowings plus Current Borrowings.
11. Net Debt has been defined as Total Debt minus cash and cash equivalents, bank balances other than cash and cash equivalents (including bank balances in margin money and DSRA Account).
12. Calculated as Net Debt divided by EBITDA.
13. Calculated as Total Debt divided by Total Equity.
14. Net Working Capital (in days) is calculated as (Inventory Day + Debtor's Day - Payable day)
While calculating Net working capital inventory days, debtor days and payable days following formula is used
(i) Inventory days = 365/Inventory Turnover ratio ((Raw material consumed + Construction costs)/Average inventory);
(ii) Debtor Days =365/Debtors Turnover ratio (Revenue from Operations/Average Debtors); and
(iii) Payable days =365/Payable Turnover ratio ((Raw material consumed + Construction costs)/Average payables)
15. Gross Block is calculated as gross value of property, plant and equipment i.e. before depreciation
16. ROE is calculated as PAT as a % of Total Equity at the end of respective reporting period.
17. ROCE is calculated as EBIT as a % of Capital employed wherein capital employed refers to net worth plus total debt at the end of the respective reporting period and EBIT represents the
operating profit of a company before deducting finance cost and Tax expenses.
[Remainder of this page is intentionally left blank]
182Justification for Basis for Issue Price:
K. Price per share of our Company (as adjusted for corporate actions, including split, bonus issuances)
based on primary issuances of Equity Shares or convertible securities (excluding Equity Shares issued
under any employee stock option schemes and issuance of Equity Shares pursuant to a 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”):
The price per share based on primary transactions, excluding shares issued under ESOP/ESOS and issuance
of bonus shares, during the 18 months preceding the date of filing of the DRHP, where such issuance is equal
to or more than 5 per cent of the fully diluted paid-up share capital of our Company (calculated based on the
pre-issue capital before such transaction/s and excluding employee stock options granted but not vested), in
a single transaction or multiple transactions combined together over a span of rolling 30 days, are as follows:
Nil
L. Price per share of our Company (as adjusted for corporate actions, including split, bonus issuances)
based on secondary sale or acquisition of equity shares or convertible securities (excluding gifts)
involving our Promoters, members of the Promoter Group or other shareholders with the right to
nominate directors on our Board during the 18 months preceding the date of filing of this Draft Red
Herring Prospectus, where the acquisition or sale 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 in a single
transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary
Transactions”):
The price per share based on secondary sale / acquisition of shares (equity/convertible securities), where
promoter / promoter group entities or shareholder(s) selling shares through offer for sale in IPO or
shareholder(s) having the right to nominate director(s) in the Board of our Company are a party to the
transaction (excluding gifts), during the 18 months preceding the date of filing of the DRHP, where either
acquisition or sale is equal to or more than 5 per cent of the fully diluted paid-up share capital of our Company
(calculated based on the pre- issue capital before such transaction/s and excluding employee stock options
granted but not vested), in a single transaction or multiple transactions combined together over a span of
rolling 30 days, are as follows:
Nil
M. If there are no such transactions to report under K and L, the following are the details of the price per
share of our Company basis the last five primary or secondary transactions (secondary transactions
where our Promoters, members of the Promoter Group or other shareholders with the right to
nominate directors 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 transactions:
Since there are no such transactions to report under Annexure B and Annexure C, then the information is
disclosed for price per share of our Company based on last 5 primary or secondary transactions (secondary
transactions where promoter / promoter group entities or shareholder(s) having the right to nominate
director(s) in the board of our Company, are a party to the transaction), not older than 3 years prior to the date
of filing of the DRHP, irrespective of the size of transactions are, as follows:
PRIMARY TRANSACTIONS
183Date of No. of Face Issue/transaction Nature of allotment/ Nature of Total
allotment/ Equity value price per Equity transaction consideration consideration
transaction Shares per Share (₹) (₹ in million)
Equity
Share
(₹)
December 92,489,250 10 Nil Bonus Issue Other than Nil
30, 2024 cash
September 169,650 10 560 Right issue Cash 95.00
11, 2023
October 4, 433,400 10 300 Right Issue Cash 130.02
2022
Total 93,092,300 225.02
Weighted average cost of acquisition 2.42
SECONDARY TRANSACTIONS
Nil
N. Weighted average cost of acquisition, floor price and cap price
In respect of the above transactions, set out below are the details of the weighted average cost of acquisition
as compared to the Floor Price and Cap Price:
Types of transactions Weighted Floor price* (i.e. Cap price* (i.e. ₹
average cost of ₹ [●]) [●])
acquisition (₹ per
Equity Share)#
Weighted average cost of acquisition of Primary Nil [•] [•]
Issuances
Weighted average cost of acquisition of Secondary Nil [•] [•]
Transactions
Since there were no primary or secondary transactions of - [•] [•]
Equity Shares of our Company during the 18 months
preceding the date of filing of this Draft Red Herring
Prospectus, the information has been disclosed for price
per share of our Company based on the last five primary
or secondary transactions where our Promoters, members
of the 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, is as below
Based on primary issuance 2.42 [•] [•]
Based on secondary transactions NA [•] [•]
*To be updated at the Prospectus stage.
# As certified by TATTVAM & Co., Chartered Accountants by way of their certificate dated September 27, 2025.
O. Justification for Basis of Issue Price
1. The following provides an explanation to the Issue Price/ Cap Price being [●] times of weighted
average cost of acquisition of Equity Shares that were issued by our Company or acquired or sold
by our Promoters, members of the Promoter Group by way of primary and secondary transactions
in the last 18 months preceding the date of this Draft Red Herring Prospectus compared to our
184Company’s KPIs and financial ratios for the Fiscals 2025, 2024 and 2023
[●]*
* To be included on finalisation of Price Band and will be updated at the Prospectus stage.
2. The following provides an explanation to the Issue Price/ Cap Price being [●] times of weighted
average cost of acquisition of Equity Shares that were issued by our Company or acquired by our
Promoters, members of the Promoter Group by way of primary and secondary transactions in the
last 18 months preceding the date of this Draft Red Herring Prospectus in view of external factors,
if any, which may have influenced the pricing of the Issue
[●]*
* To be included on finalisation of Price Band and will be updated at the Prospectus stage.
P. The Issue price is [●] times of the face value of the Equity Shares
The Issue Price of ₹[●] has been determined by our Company in consultation with the Book Running Lead
Managers, on the basis of market demand from investors for Equity Shares through the Book Building
Process.
Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”, “Financial
Information” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 28, 279, 374 and 440 respectively, to have a more informed view.
185STATEMENT OF SPECIAL TAX BENEFITS
Statement of tax benefits available to Dhariwal Buildtech Limited (“the company”), its material subsidiaries
and the shareholders of the company under the direct tax laws in India
To
The Board of Directors
Dhariwal Buildtech Limited
DSS-72P, Sector- 15AP,
Hisar- 125001
Haryana, India
Sub: Statement of possible Tax Benefits available to the Company, its material subsidiaries and the
shareholders under the direct tax laws
We refer to the proposed initial public offering of equity shares (the “Issue”) of Dhariwal Buildtech Limited (the
“Company”). We enclose herewith the statement (the “Annexure”) showing the current position of tax benefits
available to the Company, its material subsidiary and to its shareholders as per the provisions of the Income-tax Act,
1961. including the rules, regulations, circulars and notifications issued in connection with the Taxation Laws
(including amendments as per Finance Act, 2025) as presently in force and applicable to the assessment year 2026-
2027 relevant to the financial year 2025-26 for inclusion in the Draft Red Herring Prospectus (“DRHP”) for the
proposed initial public offering of shares of the Company as required under the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”). We have
been informed by the Company that no benefits under the indirect taxation laws, including 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, 2017 (collectively the “GST Act"), the Customs Act, 1962
(“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff Act”), Foreign Trade Policy 2023 (collectively the
“Indirect taxation laws”) are available to the Company. We have not independently verified on the said aspect and
have not commented on the same.
Several of the direct tax benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed
under the relevant provisions of the direct taxation laws including the Income-tax Act 1961. Hence, the ability of the
Company and/or its shareholders to derive these direct tax benefits is dependent upon their fulfilling such conditions
which could be dependent on business / other imperatives the Company/ shareholders may face and accordingly, the
Company or its shareholders may not choose to fulfill.
The benefits discussed in the enclosed Annexure are neither exhaustive nor conclusive. The contents stated in the
Annexure are based on the information and explanations obtained from the Company. This statement is only intended
to provide general information to guide 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 their own tax consultants, with respect to the specific tax implications arising out of their
participation in the Issue 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 investors to invest or not to invest money based on this statement.
In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits available
under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non-
resident has fiscal domicile.
The contents of the enclosed Annexure are based on the representations obtained from the Company and on the basis
of our understanding of the business activities and operations of the Company.
We do not express any opinion or provide any assurance whether:
• The Company and/or its Shareholders will continue to obtain these benefits in future;
• The conditions prescribed for availing the benefits have been/would be met;
• The revenue authorities/courts will concur with the views expressed herein.
186We hereby give our consent to include this report and the enclosed Annexure regarding the tax benefits available to
the Company and its shareholders in the DRHP for the proposed initial public Issue of equity shares which the
Company intends to submit to the Securities and Exchange Board of India and the National Stock Exchange of India
Limited and BSE Limited (the “Stock Exchanges”) where the equity shares of the Company are proposed to be listed,
as applicable, provided that the below statement of limitation is included in the DRHP.
LIMITATIONS
Our views expressed in the enclosed Annexure are based on the facts and assumptions indicated above. No assurance
is given that the revenue authorities/courts will concur with the views expressed herein. Our views are based on the
information, explanations and representations obtained from the Company and on the basis of our understanding of
the business activities and operations of the Company and the existing provisions of taxation laws in force in India
and its interpretation, which are subject to change from time to time. We do not assume responsibility to update the
views consequent to such changes. Reliance on the statement is on the express understanding that we do not assume
responsibility towards the investors and third parties who may or may not invest in the initial public offer relying on
the statement. This statement has been prepared solely for the purpose of assisting the Company in discharging its
responsibilities under the ICDR Regulations.
For and on behalf of
S.K. Singla & Associates
Chartered Accountants
Firm Registration Number: 005903N
Suresh Kumar Singla
Partner
Membership Number: 082526
UDIN: 25082526BMGFWZ118-
Date: September 27, 2025
Place: Hisar
187Annexure to the statement of tax benefits available to Dhariwal Buildtech Limited (“the Company”), its
material subsidiaries and company’s shareholders (“shareholders”)
The information provided below sets out the possible direct tax benefits available to Dhariwal Buildtech Limited (“the
Company”), its material subsidiaries and the shareholders in a summary manner only 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 fulfill. We do not express any opinion or provide any
assurance as to whether the Company or its shareholders will continue to obtain these benefits in 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 their own
tax consultant with respect to the specific tax implications arising out of their participation in the issue. We are neither
suggesting nor are we advising the investor to invest money or not to invest money based on this statement.
The statement below covers only relevant direct tax law benefits and does not cover benefits under any other law.
INVESTORS ARE ADVISED TO CONSULT THEIR OWN TAX CONSULTANT WITH RESPECT TO THE
TAX IMPLICATIONS OF AN INVESTMENT AND CONSEQUENCES OF PURCHASING, OWNING AND
DISPOSING OF EQUITY SHARES IN THE SECURITIES, 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 IN THEIR PARTICULAR SITUATION.
STATEMENT OF POSSIBLE DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY, ITS
MATERIAL SUBSIDIARIES AND SHAREHOLDERS OF THE COMPANY
I. DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY UNDER THE INCOME TAX ACT, 1961
The statement of tax benefits outlined below is as per the Income-tax Act, 1961 read with Income Tax Rules, circulars,
notifications (including amendments as per Finance Act 2025), (“Income Tax Law”), as amended from time to time
and applicable for financial year 2025-26 relevant to assessment year 2026-27. These tax benefits are dependent on
the Company fulfilling the conditions prescribed under the Income Tax Law. Hence, the ability of the Company to
derive the tax benefits is dependent upon fulfilling such conditions, which are based on business imperatives it faces
in the future, it may or may not choose to fulfill.
➢ Lower corporate tax rate under Section 115BAA of the Income-tax Act, 1961 (“the Act”):
As per Section 115BAA of the Act as inserted vide the Taxation Laws (Amendment) Act, 2019, with effect from
Financial Year 2019-20 (i.e. AY 2020-21), a domestic company has an option to pay income tax in respect of its total
income at a concessional tax rate of 25.168% (Tax 22% plus surcharge of 10% and cess of 4%) provided the company
does not avail specified exemptions/incentives/deductions or set-off of losses, unabsorbed depreciation attributable to
such specified exemptions/incentives/deductions etc. and claiming depreciation in prescribed manner and complies
with other conditions specified in section 115BAA of the Act.
In case a company opts for Section 115BAA of the Act, provisions of MAT under Section 115JB of the Act would
not be applicable and MAT credit of the earlier year(s) will not be available for set-off.
The option needs to be exercised qua a particular assessment year in the prescribed manner on or before the due date
of filing the tax return in prescribed manner. Option once exercised, shall apply to subsequent AYs and cannot be
subsequently withdrawn for the same or any other assessment year. Further, if the conditions mentioned in section
115BAA of the Act are not satisfied in any year, the option exercised shall become invalid in respect of such year and
subsequent years, and the other provisions of the Act shall apply as if the option under section 115BAA had not been
exercised.
188The current tax expenses are recognized in the statement of profit and loss for the year ended March 2025 by applying
the tax rate as prescribed in Section 115BAA of the Act. (refer “Note - 3” below). The company has represented to us
that they have opted for section 115BAA of the Act from the Assessment Year 2020-21 onwards.
II. DIRECT TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS
The Company would be required to deduct tax at source on the dividend paid to the shareholders, at applicable rates.
In case of shareholders who are individuals, Hindu Undivided Family, Association of Persons, Body of Individuals,
and every artificial juridical person, surcharge would be restricted to 15%, irrespective of the amount of dividend. The
shareholders would be eligible to claim the credit of such tax in their return of income. In case of Non resident
shareholders the company is required to deduct Tax at Source (“TDS”) on the amount of dividend paid/distributed at
applicable rate specified under the Act read with applicable Double Taxation Avoidance Agreement (if any), subject
to eligibility.
However, as per the provisions of section 194 of the Act, no deduction of tax at source would be required in case of
an individual, where dividend is distributed in modes other than cash and the aggregate amount of such dividends
distributed during the year by the company to the shareholder does not exceed Rs. 5,000.
Further, the provisions of section 194 of the Act shall not apply to such income credited or paid to:
a) the Life Insurance Corporation of India established under the Life Insurance Corporation Act, 1956 (31 of 1956),
in respect of any shares owned by it or in which it has full beneficial interest.
b) the General Insurance Corporation of India (hereafter in this proviso referred to as the Corporation) or to any of the
four companies (hereafter in this proviso referred to as such company), formed by virtue of the schemes framed under
sub-section (1) of section 16 of the General Insurance Business (Nationalisation) Act, 1972 (57 of 1972), in respect
of any shares owned by the Corporation or such company or in which the Corporation or such company has full
beneficial interest.
c) any other insurer in respect of any shares owned by it or in which it has full beneficial interest.
d) a "business trust", as defined in clause (13A) of section 2, by a special purpose vehicle referred to in the Explanation
to clause (23FC) of section 10.
e) any other person as may be notified by the Central Government in the Official Gazette in this behalf.
Section 2(42A) of the Act provides that securities (other than units) listed in a recognized stock exchange in India that
are held for not more than 12 months immediately preceding the date of its transfer, shall constitute short-term capital
assets.
As per Section 112A of the Act, long-term capital gains exceeding INR 1,25,000 (w.e.f. July 23, 2024) arising from
the transfer of equity shares in a company transacted through a recognized stock exchange on which STT has been
paid on acquisition (except in certain situations) and on transfer , shall be chargeable to tax at the rate of 12.5% plus
applicable surcharge and cess (without applying the benefit under the first and second provisos to section 48 of the
Act.) of such capital gains subject to fulfillment of prescribed conditions under the Act. It is worthwhile to note that
tax shall be payable on long-term capital gains exceeding INR 1,25,000.
As per Section 111A of the Act, short term capital gains arising from transfer of equity shares in a company transacted
through a recognized stock exchange and chargeable to Securities Transaction Tax (“STT”), shall be taxed at 20%
(w.e.f. July 23, 2024) plus applicable surcharge and cess subject to fulfillment of prescribed conditions under the Act.
In respect of non-resident shareholders, the tax rates and the consequent taxation shall be further subject to benefits
available under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which
the non-resident has fiscal domicile and subject to entitlement to such treaty benefit.
Notes:
1. The benefits in I and II above are as per the current tax law as amended by the Finance Act, 2025.
1892. This statement does not discuss any tax consequences in the country outside India of an investment in the shares.
The shareholders / investors in the country outside India are advised to consult their own professional advisors
regarding possible Income tax consequences that apply to them.
3. The Company has opted to apply the provisions of Section 115BAA of the Act from the assessment year 2020-21
onwards. In view of this, it may be noted that inter alia the below deductions / exemptions which were available to the
Company (if any) in earlier assessment years, shall not be available from the assessment year 2020-21 onwards:
• Deduction under Section 10AA of the Act in respect of unit in Special Economic Zone
• Deduction under Section 35(2AB) of the Act being claim of capital expenditure for scientific research (not being
expenditure in the nature of cost of any land or building) on in-house research and development facility recognized
by Department of Scientific and Industrial Research
• Deduction under sub-clause (ii) or sub-clause (iia) or sub-clause (iii) of sub-section (1) or sub-section (2AA) of
section 35 of the Act
• Deduction under section 32AD or section 33AB or section 33ABA (Investment allowance in backward areas,
Investment deposit account, site restoration fund)
• Deduction under section 35AD or section 35CCC (Deduction for specified business, agricultural extension project)
• Deduction under section 35CCD (Expenditure on skill development)
• Deduction under Section 32(1)(iia) of the Act in respect of additional depreciation
• Deduction under any provisions of Chapter VI-A other than the provisions of Section 80JJAA or Section 80M
• No set off of any loss carried forward or depreciation from any earlier assessment year, if such loss or depreciation
is attributable to any of the deductions referred above;
• No set off of any loss or allowance for unabsorbed depreciation deemed so under section 72A, if such loss or
depreciation is attributable to any of the deductions referred above
• A company opting for the lower corporate tax rate under Section 115BAA of the Act shall be subject to levy of
surcharge of 10% and Health and Education Cess of 4%
4. Further, it is also clarified in section 115JB(5A) of the Act, that if the Company opts for concessional income tax
rate under section 115BAA, the provisions of section 115JB regarding Minimum Alternate Tax (MAT) are not
applicable. Further, such Company will not be entitled to claim tax credit relating to MAT.
The above statement of possible direct tax benefits sets out the provisions of law in a summary manner only and is
not a complete analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares.
190Note 1: Material Subsidiaries identified in accordance with the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time, includes a
subsidiary whose income or net worth in the immediately preceding year (i.e. 31 March 2025) exceeds 10% of the
consolidated income or consolidated net worth respectively, of the holding company and its subsidiary in the
immediate preceding year.
Yours Faithfully,
For Dhariwal Buildtech Limited
Name: Mr. Anil Kumar
Designation: Chief Financial Officer
Date: September 27, 2025
191SECTION IV – ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market related data used in this section have been derived from the report
titled “Assessment of the Indian roads sector” dated September 2025 (the “CRISIL Report”) prepared and released
by CRISIL Intelligence (formerly known as CRISIL Market Intelligence & Analytics) (“CRISIL Intelligence”) which
has been exclusively paid and commissioned for by our Company pursuant to an engagement letter dated November
19, 2024, for the purpose of confirming our understanding of the industry we operate in, in connection with the Issue.
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available on the website of our Company at http://www.dhariwalbuildtech.com. The data included herein includes
excerpts from the CRISIL Report and may have been re-ordered by us for the purposes of presentation. Unless otherwise
indicated, financial, operational, industry and other related information derived from the CRISIL Report and included
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1921 Macro economic overview of India
1.1 Review of real GDP growth over fiscals 2019-2025 and outlook for fiscals 2026-2030
India ranks as the world’s 4th largest economy and is the fastest growing among major economies. India’s GDP
exceeded expectations during all four quarters of fiscal 2024. However, growth slowed down in fourth quarter but
stayed strong. According to the National Statistics Office’s (NSO) provisional estimates, GDP growth slowed to 7.8%
year-on-year in the fourth quarter of last fiscal from 8.6% of third quarter but was higher than 6.1% in the year-ago
quarter. This prompted the NSO to revise upward the fiscal 2024 GDP growth estimate to 8.2% (which is the
provisional estimate), from the earlier estimate of 7.6%.
Growth surpassed forecasts in fiscal 2024, driven by strong government spending and a sharp rise in manufacturing
and construction growth. Globally, growth in major economies such as the US and China beat estimates and has
contributed to better export earnings for India.
According to the National statistics Offices (NSO) second advance estimates (SAE) projects India’s real gross
domestic product (GDP) growth at 6.5% for the fiscal 2025, slightly higher than first advance estimates. GDP growth
also revised upward to 9.2% for fiscal 2024 and 7.6% for fiscal 2023. However, the fiscal 2025 growth shows
significant slowdown from the previous fiscal 2024 led by weak investments and reduced government consumption.
However, growth improved in private consumption and exports.
CRISIL Intelligence expects GDP growth 6.5% in fiscal 2026 owing to slower global growth led by tariff tensions
and increase the uncertainty on investment and spending decision by businesses and households. India’s goods exports
are expected to be directly impacted due its trade agreement with the US; however, services exports are expected to
be resilient considering domestic drivers would support growth momentum.
The Indian economy logged 4.3% CAGR between fiscals 2019 and 2024. This was a sharp deceleration from a robust
6.7% CAGR between fiscals 2017 and 2019, which was driven by rising consumer aspiration, rapid urbanization, the
government’s focus on infrastructure investment and growth of the domestic manufacturing sector. Economic growth
was supported by benign crude oil prices, soft interest rates and low current account deficit. The Indian government
also undertook key reforms and initiatives, such as implementation of the Goods and Services Tax (GST), Insolvency
and Bankruptcy Code, Make in India, financial inclusion initiatives, and gradual opening of sectors such as retail, e-
commerce, defense, railways, and insurance for foreign direct investments (FDIs).
A large part of the lower growth between fiscals 2018 and 2023 was because of the economy contracting 5.8% in
fiscal 2021 owing to the fallout of Covid-19. The pandemic’s impact was more pronounced on contact-sensitive
services and social distancing norms-affected services such as entertainment, travel, and tourism, with many industries
in the manufacturing sector also facing issues with shortage of raw materials/components as lockdown in various parts
of the world upended supply chains.
Over the period, India’s economic growth was led by services, followed by the industrial sector, while in part impacted
by demonetization, the non-banking financial company (NBFC) crisis, slower global economic growth, and the
pandemic.
As lockdowns were gradually lifted, economic activity revived in the second half of fiscal 2021. After a steep
contraction in the first half, owing to rising number of Covid-19 cases, gross domestic product (GDP) moved into
positive territory towards the end of fiscal 2021. Subsequently, in fiscal 2022, India’s real GDP grew 9.7% from the
low base of fiscal 2021.
India’s GDP growth trend and outlook
193300 8.0% 8.3% 6.8% 6.5% 9.7% 7.6% 9.2% 6.5% 6.5% 6.7% 11 05 .. 00 %%
3.9%
200
5.0%
0.0%
100 -5.8%
-5.0%
105 114 123 131 140 145 137 150 161 177 188 197 257
0 -10.0%
FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY30P
Note: P – Projected
Source: National Statistical Office (NSO), International Monetary Fund (IMF), CRISIL Intelligence estimates
Near-term review and outlook on GDP
India transition to the world’s fourth largest economy and fastest growing among major economies has been on the
back of services, industry and agriculture sectors firing.
Services sector is the key growth driver
In fiscal 2020, the services sector accounted for 55.3% of India’s GDP compared with 52.4% in fiscal 2015. However,
its share dipped to 52.9% in fiscal 2021 owing to the pandemic.
The industrial sector, which is the second-largest contributor, maintained its share in GDP of ~31%, logging 7.0%
CAGR between fiscals 2015 and 2019. Industrial contribution declined in fiscal 2020, with slowdown in economic
development. Before overall economic activity slowed down in fiscal 2020, India’s industrial sector output growth
was supported by the Make in India initiative, rising domestic consumption and GST implementation. The initiatives
improved India’s position on the World Bank’s Ease of Doing Business index to 63 in fiscal 2019 from 142 in fiscal
2014.
The pandemic and subsequent lockdown exacerbated the economic slowdown in fiscal 2021. The services segment
was the worst affected and declined 8.4% year-on-year mainly due to the decline in Trade, Hotels, Transport, and
Communication services (THTC) by 19.9% and decline in Public Administration, defense and other services by 7.6%,
followed by industrial, which declined 0.4% year-on-year. Agriculture was the only sector that grew 4.0% year-on-
year and restricted the fall in GDP.
In fiscal 2021, the agriculture and service sector’s share in Gross Value Added (GVA) at constant prices expanded,
while the share of the industrial sectors contracted.
In fiscal 2022, agriculture GVA grew at a rate of 4.6% and the industrial sector grew by 12.2% on a low base of fiscal
2021. Whereas the service sector grew by 9.2% year-on-year. This helped GDP to grow by 9.7%
Agriculture GVA continued to grow at a steady 4.7% in fiscal 2023. Faster GDP growth in fiscal 2023 saw the share
of agriculture increase in the fiscal. The share of industrial sector in GDP grew 4.7% in fiscal 2023, strongly due to
utility services and construction with 9.4% growth, which was higher than all other industrial sectors. Mining grew
by 1.9%, while manufacturing saw a marginal drop from a high base of fiscal 2022. The high base of fiscal 2022 led
to moderate growth of the industrial sector in fiscal 2023. The services sector grew 10.0% in fiscal 2023. Trade, hotels,
transport, and communication services (THTC) saw strong year-on-year growth of 12% in fiscal 2023.
noillirT
RNI
)%(
PDG
Financial Year
GDP at constant (2011-12) prices GDP(% y-o-y)
194Share of sector in GVA at constant prices
100.0%
90.0%
80.0%
70.0% 54.0% 55.3% 52.9% 52.8% 54.3% 54.5% 54.9%
60.0%
50.0%
40.0%
30.0% 31.2% 29.6% 30.8% 31.6% 30.2% 30.8% 30.7%
20.0%
10.0% 14.8% 15.1% 16.3% 15.6% 15.5% 14.7% 14.4%
0.0%
FY19 FY20 FY21 FY22 FY23 FY24 FY25
Agri Industrial Services
Source: RBI; CRISIL Intelligence
Gross value added (GVA) increased to 6.8% in the fourth quarter of fiscal 2025 from 6.5% in the previous one, but
was lower than the 7.3% recorded in the year-ago period. The uptick was driven by improving growth in industry
(6.8% vs 5.1%) even as growth slowed in agriculture (5.4% vs 6.6%) and services (7.3% vs 7.4%).
On the demand side, the uptick in the fourth-quarter growth was driven by a substantial pick-up in fixed investments
(9.4% in the fourth quarter vs 5.2% in the previous quarter) even as private consumption growth slowed (6.0% vs
8.1%) and government consumption contracted (-1.8% vs +9.3%). While exports slowed (3.9% vs 10.8%), imports
saw a sharper decline (-12.7% vs -2.1%).
GDP outpaced GVA growth in the fourth quarter owing to a sharp on-year increase in net taxes (12.7% vs 5.0% in the
previous quarter) as major subsidies declined substantially compared on-year.
Public administration and defense lead growth in the third quarter of 2025
Among the major producing sectors, the highest growth in fiscal 2025 was public administration, and defense services,
at 8.8% year-on-year. Construction GVA grew at a healthy pace despite some slowdown at 8.6% and was supported
by continued government capital expenditure (capex) in infrastructure.
India to remain a global outperformer
The global growth projected to decline in CY2025. Growth in advanced economies is projected to slow on account of
greater policy uncertainty, trade tensions and softer demand momentum. In emerging market and developing
economies, growth is expected to slow down with significant downgrades for countries affected most by recent trade
measures. The growth outlook is relatively more stable for India despite global environment uncertainty and subdued
growth. The steady expansion of the economy is supported by private consumption, particularly in rural areas.
GDP growth (% y-o-y) of key economies
Note: On Calendar Year (CY) basis
* Euro area comprises 19 member countries of the EU
Source: International Monetary Fund (IMF); World Economic Outlook (WEO) - April 2025 update, CRISIL Intelligence
2.2-
1.6
5.2 9.2 8.2 8.1 7.1 1.2
6-
3.6
5.3 4.0 9.0 8.0 2.1 1.1
3.01-
6.8
8.4
4.0 1.1 1.1 4.1 4.1
8.5-
7.9
6.7
2.9
5.6 2.6 3.6 5.6
3.2
6.8
1.3
4.5 0.5
0.4 0.4 4.3
2.4-
7.2 9.0 5.1 1.0 6.0 6.0 5.0
United States Euro area UK India China Japan
CY2020 CY2021 CY2022 CY2023 CY2024 CY2025E CY2026P CY2030P
195Global GDP growth is projected to decline from an estimated 3.3% in CY 2024 to 2.8% in CY2025. This is lower than
IMF previous estimates with downward revision across all major countries and reflects largely the direct effects of the
new trade measures and their indirect effects through trade linkage, heightened uncertainty and deteriorating
sentiments. The growth impact of tariffs in the short term varies across countries depending on trade relationships,
industry composition, policy responses and opportunities for trade diversification
• The US economy made a significant turnaround in the second quarter of calendar year 2025, with gross domestic
product (GDP) growing 3% after contracting 0.5% in the first quarter of 2025.
• The UK is projected to grow at a modest 1.1%, as it continues to face structural challenges, weak productivity
growth, and the lingering effects of Brexit-related trade frictions. The services sector remains the main driver of
growth. The UK economy grew at a slower pace of 0.3% on-quarter in the second quarter of calendar year 2025,
compared with 0.7% in the previous quarter. The services (0.4% vs 0.7% previous quarter) and construction sectors
(1.2% vs 0.3%) led the growth, even as production output (-0.3% vs 1.1%) declined. On the expenditure front,
increases in gross fixed capital formation, household consumption and net trade were growth drivers.
• Growth in Euro region is forecast at 0.8% in calendar year 2025, reflecting sluggish domestic demand, elevated
inflationary pressures, and weaker external demand. Germany, the region’s largest economy, is projected to record
zero growth, while Spain shows relative resilience with ~2.5% growth.
• India stands out as a bright spot, with GDP growth projected at 6.2% in 2025. This robust performance is driven
by strong investment in infrastructure, rapid digital adoption, and expanding manufacturing under government-led
initiatives like “Make in India.”
• China’s growth is forecast to moderate to 4.0% in 2025, amid weak property sector recovery and the adverse effects
of ongoing trade tensions with major economies. Domestic consumption remains under pressure despite stimulus
efforts.
• Japan is expected to grow at 0.6% in 2025, constrained by demographic challenges, tepid domestic demand, and
the negative impact of rising global tariffs on its export-oriented sectors.
Key factors in budget 2025-26 that can influence medium to long term growth:
• Stronger Consumption Support: Tax relief measures and enhanced allocations for welfare programs like PMAY,
PMGSY and MGNREGS (Mahatma Gandhi National Rural Employment Guarantee Scheme) to boost demand
and economic activity.
• Sustained Infrastructure Investment: Increased funding for roads, highways, railways, and urban development,
driving long-term growth and job creation.
• Government-Led Capital Expenditure: Continued high Capex allocation supporting various industries.
• Employment & Skilling Initiatives: Allocations for new employee generation schemes, vocational training, and
opening of ‘centres of excellence’ will enhance workforce productivity and helps in skilling the youth of the
country.
• Push for Innovation & Industrial Growth: Increased R&D funding, incentives for EVs and electronics
manufacturing, and export promotion to strengthen India's global competitiveness.
• On consumption front, recently there was a key announcement made during union budget 2025-26 in February
2025 pertaining to direct taxes. As per new tax regime, no income tax payable up to annual income of Rs 12.75lakh
and a new tax bracket subject to 25% tax added to 20-24Lakh income tax slab.
Per Capita Income
As per the provisional estimates by NSO, the per capita income (per capita NNI) is estimated to have grown by 5.4%
in fiscal 2025, compared with 8.6% in fiscal 2024. In fiscal 2021, per capita income declined 8.9% owing to GDP
contraction amid the pandemic impact. Per capita income rose by 7.6% in fiscal 2022 on the lower base of fiscal 2021.
According to the International Monetary Fund’s estimates, India’s per capita income (at current prices) is expected to
grow at 9% CAGR over CY2025 to 2030.
Indian economy is expected to surpass USD 5 trillion mark over the next seven fiscals (2025- 2031) and inch closer
to USD 7 trillion. A projected average GDP growth of 6.7% in this period will make India the third-largest economy
196in the world and lift per capita income to the upper middle-income category. By fiscal 2031, India’s per capita income
is expected to rise to ~USD 4,500, thereby making it an upper middle-income nation.
At the macroeconomic level, the rise in per capita income implies that as incomes increase, the proportion of
expenditure allocated to discretionary items such as consumer durables and automobiles will also increase. This will
lead to an improvement in consumption patterns, characterized by a growing demand for discretionary goods.
Gross Fixed Capital Formation Trends as a Percentage of GDP (2015–2024)
Between 2015 and 2017, GFCF remained relatively stable at around 28.2–28.7% of GDP, indicating modest
investment momentum. A rebound was observed in 2018, with the ratio improving to 29.5%, supported by an uptick
in infrastructure spending and gradual recovery in private sector investment. However, this momentum slowed in
2019, with the ratio declining to 28.5%, and further contracted sharply to 27.3% in 2020, primarily on account of the
disruptions caused by the COVID-19 pandemic.
The post-pandemic period witnessed a significant revival in investment activity. In 2021, GFCF rose to 29.6% of GDP,
and further peaked at 31.2% in 2022, reflecting the government’s emphasis on capital expenditure and infrastructure
development, alongside improving private sector sentiment.
Nevertheless, the trend moderated thereafter, with GFCF easing to 30.4% in 2023 and projected to decline further to
29.6% in 2024. This suggests a normalization following the sharp post-pandemic rebound, though the ratio remains
above the pandemic-era trough and broadly consistent with medium-term averages.
Overall, the trajectory of GFCF underscores the importance of sustaining capital expenditure and catalyzing private
investment to maintain levels above 30% of GDP, a threshold considered conducive for achieving high and sustainable
economic growth.
Gross Fixed Capital Formation Trends as a % of GDP
31.2
32 30.4
29.5 29.6
30 28.7 29.6
28.2 28.2 28.5
27.3
28
26
24
2015 2016 2017 2018 2019 2020 2021 2022 2023 2024
Source: World Bank, Crisil Intelligence
Index of Industrial Production
Growth in the Index of Industrial Production (IIP) accelerated to 3.5% in July (1.5% in June), after slowing for three
straight months. The improvement in growth was broad-based, across industrial and consumer goods.
• IIP growth improved to a four-month high of 3.5% on-year in July from 1.5% in June. Sequentially, the index
rose 1.8% after seasonal adjustments
• While output growth improved in the manufacturing sector (5.4% vs 3.7%), things looked up for the electricity
sector for the first time in three months with positive growth (0.6% vs -1.2%). That said, mining sector output
continued to degrow (-7.2% vs -8.7%)
• The improvement in IIP was broad-based across sectors as per the use base classification as well. Growth in
infrastructure and construction goods (11.9% vs 6.7%), intermediate goods (5.8% vs 5.5%) and capital goods (5%
vs 3%) picked up. Output continued to decline in primary goods (-1.7% vs -2.5%), but at a softer pace.
Index of Industrial Production
Growth in the Index of Industrial Production (IIP) accelerated to 3.5% in July (1.5% in June), after slowing for three
straight months, led by improved output growth in manufacturing. The improvement in growth was broad-based,
across industrial and consumer goods.
Two principal drivers for the improvement: frontrunning of exports ahead of the tariff hikes imposed by the United
States (US) and the expected weakness in global growth, and the government’s continuing infrastructure push. Going
forward, however, the US tariffs and slowing global growth are likely to weigh on export growth. The US has imposed
197a 50% tariff on India - 25% tariff on Indian exports effective August 27 as a penalty for purchases of Russian oil in
addition to the 25% reciprocal tariff imposed earlier. According to Crisil Intelligence, textiles (mainly readymade
garments), gems and jewellery (diamond exporters and polishers) and chemicals will likely bear the brunt of the tariffs.
Micro, small and medium enterprises (MSMEs), which account for ~45% of India's exports, are particularly
vulnerable.
Besides exports, the tariff moves have and shifting global supply chains will keep domestic private corporate sector
investments cautious this fiscal. Yet, tailwinds are expected to support growth in India. A healthy monsoon, benign
inflation, the Reserve Bank of India’s (RBI) rate cuts and tax relief by the government are expected to strenghten
domestic consumer demand in coming quarters.
IIP growth improved to a four-month high of 3.5% on-year in July from 1.5% in June. Sequentially, the index rose
1.8% after seasonal adjustments. While output growth improved in the manufacturing sector (5.4% vs 3.7%), things
looked up for the electricity sector for the first time in three months with positive growth (0.6% vs -1.2%). That said,
mining sector output continued to degrow (-7.2% vs -8.7%). The improvement in IIP was broad-based across sectors
as per the use base classification as well. Growth in infrastructure and construction goods (11.9% vs 6.7%),
intermediate goods (5.8% vs 5.5%) and capital goods (5% vs 3%) picked up. Output continued to decline in primary
goods (-1.7% vs -2.5%), but at a softer pace. Output growth in consumer durables accelerated to 7.7% (vs 2.8%);
consumer non-durables output saw positive growth for the first time in six months (0.5% vs -0.9%)
Trend in Inflation
• Inflation based on the Consumer Price Index (CPI) eased to 2.1% in June 2025 (the lowest since January 2019)
from 2.8% in May, according to the latest released data. This increases the possibility of another repo rate cut by
the RBI’s Monetary Policy Committee (MPC).
• Headline retail inflation slid to 1.6% in July from 2.1% in June 2025, easing below the lower end of the Reserve
Bank of India’s tolerance band. A year ago, it stood at 3.6%.
• While food saw steeper deflation (-1.8% vs -1.1%), core inflation too sharply fell to 3.9% from 4.4%, led by a
substantial decrease in transport and communication inflation as the impact of mobile tariff revision wore out.
Food inflation dips
• Food inflation remained negative in July with the pace of deflation deepening, given broad-based easing across
almost all major categories. Sequentially, food prices inched up 0.1% on-month (seasonally adjusted)
• Deflation in vegetables deepened to -20.7% from -18.9%, the lowest since September 2021. This was led by
sharper deflation in potato (-34.3% vs -25.3%), onion (-34.9% vs -26.6%) and tomato prices (-34.2% vs -31.5%).
Vegetables, excluding the above three, also saw continued deflation (10.7% vs -13.7%), albeit at a softer pace.
That said, sequentially, vegetable prices rose by a seasonally adjusted 0.2%.
• Inflation in food grains (pulses plus cereals) read -0.6% (vs 0.4%), driven by a downtick in both cereals and pulses
o Cereals inflation decreased significantly to 3.0% from 3.7%, led by decline in rice (1.5% vs 2.6%) and
wheat inflation (4.4% vs 5.4%) from non-public distribution system (PDS) sources
o Deflation in pulses plunged to -13.8% (vs -11.8%), driven by a steeper decline in tur (-28.0% vs -25.1%)
and moong (-5.4% vs -5.0%) prices
• Meat and fish inflation remained negative (-0.6% vs -1.6%) for the fourth month in a row
• Inflation also eased in sugar (3.3% vs 3.5%), spices (-3.1% vs -3.0%) and milk (2.7% vs 2.8%)
• On the other hand, some food categories resisted the overall downward momentum:
o Edible oils inflation which saw a sharp and sustained rise over the past few months saw inflation
accelerate to 19.2% in July (from 17.8% in June). The Food and Agricultural Organization’s (FAO)
Vegetable Oil Price Index shot up to a three-year high, indicating elevated global prices
o Fruit inflation accelerated to 14.4% from 12.6%
Fuel inflation rises sharply
• Fuel inflation declined slightly to 2.7% in July from 2.6% in June, led by easing inflation in electricity (the
category with the highest weight in the fuel index) even as LPG inflation accelerated
• Electricity inflation fell significantly (2.8% vs 4.2%)
• LPG inflation inched up to 5.8% in July from 4.5% in the previous month driven by the price hike of Rs
50/cylinder effective April 8
198Core inflation inches up
• Core inflation eased slightly to 3.9% in July from 4.4% previously, driven by slowing inflation in some key
categories, even as inflation in others remained steady or rose
• Inflation in transport and communication dropped (2.1% vs 3.9%), led by a sharp easing of inflation in mobile
tariffs (1.9% vs 10.6%) as the impact of the telecom tariff hikes of July 2024 has receded. Core inflation, excluding
mobile tariffs, dropped at a more modest pace (4.0% vs 4.2%)
• Inflation eased in education (4.0% vs 4.4%), led by softening school and college tuition fees (4.9% vs 5.4%)
• On the other hand, inflation picked up in personal care and effects (15.1% vs 14.8%), led by gold inflation
remaining broadly steady at elevated levels (36.0% vs 35.9%). Core, excluding gold (a more reasonable metric
to track the impact of demand-side factors) stood at 3.0% vs 3.4%
• Inflation picked up in health (4.6% vs 4.4%) and household goods and services (2.61% vs 2.56%)
WPI inflation cools
Inflation based on the Wholesale Price Index (WPI) eased to -0.6% in July from 0.1% in June, because of a sharp fall
in the prices of primary foods.
On the other hand, prices in the non-food category increased after three consecutive months of deflation. That said,
within the category, inflation in manufactured products stayed broadly steady (2.05% vs 1.97%). Deflation in the
primary foods category fell sharply to -6.3% on-year in July from -3.7% in June because of a steeper decline in the
prices of vegetables (-29.0% vs -22.7%) and pulses (-15.1% vs -14.1%). Inflation in cereals was steady at 1.4%.
Wholesale primary food inflation has been negative for three consecutive months, led by double-digit deflation in
vegetables and pulses. This is in line with retail food inflation, which has been negative for two months in a row,
primarily driven by the above as well.
Inflation in the non-food category increased after staying negative for three successive months (0.1% vs -0.1%), led
by an inflation uptick in non-food primary articles (3.4% vs 2.3%), slowing deflation in the fuel and power segment
(-2.4% vs -2.7%) and a slight uptick in the inflation in manufactured products excluding food (1.1% vs 1.0%).
Within the non-food primary articles category, wholesale crude petroleum prices declined to -14.9% from -12.3%,
following a sharper on-year fall in Brent crude prices (-16.8% in July vs -13.5% in June) even as minerals inflation
saw an uptick and deflation in natural gas was more shallow. Within the fuel and power segment, slowing deflation
was on account of a shallower decline in mineral oils prices (-5.0% vs -5.8%) even as inflation in electricity (3.3% vs
4.4%) and coal (0.5% vs 0.8%) eased.
Inflation in manufactured products stayed broadly steady (2.05% vs 1.97%). While inflation accelerated in categories
such as machinery and equipment (1.4% vs 1.1%), electrical equipment (0.9% vs 0.7%) and automobiles (0.5% vs
0.4%), basic metals prices eased, though to a lower extent (-2.3% vs -3.1%). Other categories, such as manufactured
food (-2.1% vs -0.3%), chemicals (0.2% vs 0.6%) and textiles (-0.1% vs 0.1%), saw easing inflation. The upward
price pressure on basic metals was in line with the trend in global metal and mineral prices, which saw on-year inflation
in July after deflation in the previous months.
Outlook on inflation
We expect headline retail inflation to average 3.5% this fiscal compared with 4.6% in the last. Healthy agricultural
production is expected to keep food inflation in check. As on August 15, kharif sowing was up a healthy 4.0% on-year
and adequate soil moisture is expected to benefit the rabi crop. Assuming geopolitical uncertainties remain under
control, Brent crude oil prices are projected to be subdued at $60-65 per barrel in the current fiscal, which should help
contain non-food inflation.
We expect the Monetary Policy Committee of the Reserve Bank of India to reduce the repo rate further this fiscal. A
cumulative cut of 100 basis points so far, along with adequate liquidity, has ensured a swift transmission downstream.
The sharp fall in retail inflation should buoy household purchasing power, particularly in the lower income segments.
This trend also creates room for further monetary policy ease, which should benefit the interest-sensitive consumption
segments.
The Monetary Policy Committee (MPC) of the Reserve Bank of India (RBI) cut the repo rate by 50 basis points (bps)
in June 2025, following a 25-bps cut in February, 2025 and April, 2025 each. It also announced the cash reserve ratio
(CRR) would be cut by 100 bps in four traches between September and November 2025.
199But the MPC changed its stance from accommodative to neutral, emphasizing the monetary policy space to support
growth was shrinking. In April, the MPC had shifted its stance from accommodative to neutral.
The RBI has been proactively supporting systemic liquidity through various instruments. Liquidity was in surplus in
May for the second consecutive month driven by open-market operations (OMOs) and foreign portfolio inflows. The
surplus has eased money market rates and facilitated better transmission of policy rate cuts to market lending rates.
Trend of Repo Rates
7.0
6.0
5.0
4.0
3.0
2.0
1.0
0.0
Source: Reserve Bank of India (RBI), Crisil Intelligence
Highlights of the June, 2025 monetary policy
• The MPC cut policy rates by 50 bps. The repo rate is now 5.50%, standing deposit facility rate is 5.25% and
marginal standing facility (MSF) rate is 5.75%
• The committee changed the stance to ‘neutral’ from ‘accommodative’, to signal that monetary policy actions will
now be more data-dependent
• The RBI announced a CRR cut of 100 bps in four tranches of 25 bps each between September and November
2025. CRR, currently 4%,expected to go down to 3% by the end of November, 2025
• The MPC reduced its forecast for the Consumer Price Index (CPI) by 30 bps to 3.7% average in fiscal 2026. CPI
inflation has been on a downward trajectory for six months now. It averaged 3.2% in April-May 2025, below the
mid-point RBI target range of 2-6%
• The committee has expressed a benign inflation outlook for all major inflation categories. It said a normal
monsoon would sustain low food inflation. It pointed out that most projections have talked of further moderation
in prices of crude oil and other commodities. However, the impact of unexpected weather events on food inflation
and tariff uncertainties on global commodity prices will remain monitorable
• The MPC noted a continued fall in household inflation expectations, particularly in rural areas Since January
2025, the repo rate has fallen 100 bps, CP 156 bps, CD 162 bps and the call money rate 123 bps. Meanwhile, auto
and housing loan rates have fallen 59 bps and 58 bps, respectively.
• The RBI maintained its forecast that India’s gross domestic product (GDP) would grow 6.5% in fiscal 2026, with
risks balanced. The RBI governor said growth was progressing on expected lines, but monetary support could
push it onto a higher aspirational trajectory. The governor also said that amid heighted global uncertainty, there
was a greater need to focus on domestic growth, while being mindful of price stability.
Since January 2025, the repo rate has fallen 100 bps, CP 156 bps, CD 162 bps and the call money rate 123 bps.
Meanwhile, auto and housing loan rates have fallen 59 bps and 58 bps, respectively.
CPI trendline
91-rpA 91-luJ 91-tcO 02-naJ 02-rpA 02-luJ 02-tcO 12-naJ 12-rpA 12-luJ 12-tcO 22-naJ 22-rpA 22-luJ 22-tcO 32-naJ 32-rpA 32-luJ 32-tcO 42-naJ 42-rpA 42-luJ 42-tcO 52-naJ 52-rpA 52-luJ
2008.0%
6.7%
7.0%
6.2%
6.0% 5.5% 5.4%
4.8% 4.7%
5.0% 4.3%
3.6%
4.0% 3.4%
3.0%
2.0%
1.0%
0.0%
FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY26E
Source: Ministry of Statistics and Programme Implementation (MOSPI), CRISIL Intelligence
Real GDP growth over fiscals 2026 to 2030
GDP growth for this fiscal 2025 was estimated to be 6.5% slower than 9.2% in the previous fiscal year. However,
growth remains steady and close to the pre-pandemic decadal average of 6.6% between fiscal 2011 and fiscal 2021 to
retain India as the fastest growing large economy.
The slowdown in GDP growth is driven by fixed investment 6.1% in fiscal 2025 compared to 8.8% in fiscal 2024.
However, growth improved in consumption 7.6% in fiscal 2025 versus 5.6% in the previous fiscal and exports 7.1%
in fiscal 2025 versus 2.2% in previous fiscal however Imports contracts.
Th real GDP rose to 7.4% on-year in the fourth quarter of fiscal 2025 from 6.4% in the previous one, but was lower
than the 8.4% recorded in the year-ago period. The uptick in growth was led by a significant growth in fixed
investments even as private consumption growth slowed.
On the demand side, the uptick in the fourth-quarter growth was driven by a substantial pick-up in fixed investments
(9.4% in the fourth quarter vs 5.2% in the previous quarter) even as private consumption growth slowed (6.0% in the
fourth quarter vs 8.1% in the previous quarter) and government consumption contracted (-1.8% in the fourth quarter
vs +9.3% in the previous quarter).
Growth in exports slowed drastically to 3.9% in the fourth quarter from the 10.8% growth registered in the previous
quarter. Imports contracted at a much sharper pace (-12.7% versus -2.1%), partially led by a decline in crude oil prices.
The slowdown in exports was driven by declining merchandise exports (-4.4% vs +3.0%) which faced headwinds
from escalating global trade tensions, while services exports growth remained resilient (despite some easing). Hence,
despite exports decelerating, the continuing fall in imports led to net exports supporting GDP.
Crisil forecasts growth in fiscal 2026 to 6.5%, but with risks on the downside owing to external headwinds. US tariff
hikes pose a key downside risk to the industrial outlook this fiscal. As of now, the pause on the US’s reciprocal tariff
increase provides temporary relief, but the 10% universal tariff hike by the Trump administration is in force since
April. Slower global growth, along with anticipated reciprocal tariff hikes after June, are likely to hit goods exports
this fiscal. Uncertainty regarding tariffs may hinder investments. The eventual impact of these factors will depend on
the trade deal India strikes with the US.
Outlook
Crisil forecasts growth in fiscal 2026 at 6.5%, but with risks on the downside owing to external headwinds. We expect
two principal drivers for the improvement: frontrunning of exports ahead of the tariff hikes imposed by the United
States (US) and the expected weakness in global growth, and the government’s continuing infrastructure push.
Going forward, however, the US tariffs and slowing global growth are likely to weigh on export growth. The US has
imposed a 50% tariff on India - 25% tariff on Indian exports effective August 27 as a penalty for purchases of Russian
oil in addition to the 25% reciprocal tariff imposed earlier.
Nevertheless, improving domestic consumption is likely to support industrial activity. We expect domestic
consumption demand to improve, driven by (1) healthy agricultural growth (2) easing inflation supporting
201discretionary spend (3) rate cuts by the Reserve Bank of India (RBI)’s Monetary Policy Committee (MPC) and (4)
income tax relief this fiscal. Reflecting this, the latest RBI Consumer Confidence Survey indicated that households’
outlook for the year ahead picked up, remaining firmly optimistic.
The India Meteorological Department expects an above-normal monsoon this year (at 106% of the long period
average), which should lead to a second year of healthy kharif production, continuing to support agricultural income,
strengthening rural demand and keep food prices in check. Furthermore, according to Crisil Intelligence, crude oil
prices are expected to remain subdued, averaging $65-70 per barrel this calendar year. Bank lending rates have begun
easing driven by the RBI's rate cuts, which should support domestic demand.
The RBI’s MPC cut the repo rate by 50 bps at the June, 2025 policy review to support growth amid benign inflation
prospects.
Further, the MPC changed the policy stance to neutral from accommodative, signalling a more data-dependent
approach going forward. The MPC statement also mentioned limited monetary space after a 100-bps cut in the repo
rate so far. That said, we anticipate another rate cut this fiscal, amid softer inflation and downside risks to growth,
before a pause.
We expect Consumer Price Index (CPI) inflation to remain under control this fiscal, as the India Meteorological
Department’s forecast of an above-normal monsoon should support healthy kharif production and keep food inflation
low. Meanwhile, international commodity prices are expected to remain benign, helping curtail non-food inflation.
1.2 Review of population growth and urbanisation
1.2.1 India’s population projected to touch 1,500 million by 2030
India’s population clocked ~1.6% CAGR from 2001 to 2011, reaching ~1,200 million, and comprised nearly 246
million households, as per Census 2011.
According to the World Urbanization Prospects: The 2018 Revision by the United Nations, India and China – the top
two countries in terms of population – accounted for nearly 37% of the world’s population in 2015. India’s population
is expected to increase at 0.8% CAGR from 2020 to 1,525 million by 2030.
India’s population growth
1.80
1.53
1.60 1.46
1.40
1.33
1.40 1.24
1.20 1.06
1.00 0.86
0.80 0.69
0.55
0.60
0.44
0.40
0.20
0.00
1960 1970 1980 1990 2000 2010 2015 2020 2025P 2030P
P: Projected
Source: United Nations, Department of Economic and Social Affairs, Population Division (2024); Probabilistic Population Projections Rev. 1
based on the World Population Prospects 2019 Rev. 1; CRISIL Intelligence
1.2.2 Urbanisation likely to reach 40% by 2030
The share of the urban population in India’s total population has been rising over the years and stood at ~31% in 2010.
People from rural areas move to cities for better job opportunities, education and quality of life. The entire family or
only a few individuals (generally an earning member or students) may migrate, while the rest of the family continues
to live in the native, rural house. This trend is expected to continue, with a United Nations report projecting that nearly
40% of the country’s population will live in urban areas by 2030.
noilliB
noitalupoP
CAGR: 0.8%
202India’s urban versus rural population
100%
80%
60%
60% 82% 80% 77% 74% 72% 69% 67% 65%
40%
20% 40%
18% 20% 23% 26% 28% 31% 33% 35%
0%
1960 1970 1980 1990 2000 2010 2015 2020 2030P
Share of urban population (%) Share of rural population(%)
P: Projected
Source: World Urbanization Prospects: The 2018 Revision, United Nations; CRISIL Intelligence
1.3 Review of private final consumption growth
1.3.1 Private final consumption expenditure to maintain dominant share in GDP
Private final consumption expenditure (PFCE) reflects the overall consumption patterns and spending capacity of
households within an economy. When PFCE increases it often translates to increased demand for various goods and
services.
PFCE at constant prices clocked 6.1% CAGR between fiscals 2012 and 2025, Rs 106.2 trillion as of fiscal 2025
Factors contributing to the growth included good monsoons, wage revisions due to the implementation of the Pay
Commission’s recommendations, benign interest rates and low inflation.
That said, PFCE had declined to Rs 78.2 trillion in fiscal 2021 from Rs 82.6 trillion in fiscal 2020 on account of the
pandemic, when consumption demand was impacted on account of strict lockdowns, employment loss, limited
discretionary spending and disruption in demand-supply dynamics. PFCE increased 6.8% to Rs 93.8 trillion in fiscal
2023 but remained at 58.0% as a % of GDP. This was because the pandemic had an adverse impact on personal
expenditure and government spending increased in an effort to boost the economy from the Covid-19-induced slump.
PFCE at constant prices
PE – Provisional Estimate
401,94 197,15 375,55 721,95 418,36 200,96 703,37 405,87 265,28 591,87 623,78 948,39 860,99
691,60,1
1,20,000 58.1%58.1% 58.5%
58.0%
1,00,000
57.5%
57.1%
80,000 56.8%
56.7% 57.0%
56.5%
60,000 56.2%56.2% 56.2%56.1%56.1% 56.1% 56.1% 56.5%
55.8% 56.0%
40,000
55.5%
20,000
55.0%
0 54.5%
FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
PFCE at constant price (FY12) in Rs 1,000 million PFCE as a % of GDP (RHS)
203Source: First Advance Estimates 2024-25, MoSPI, CRISIL Intelligence
Private final consumption expenditure (PFCE) growth slowed in the fourth quarter of fiscal 2025. Demand for both
goods and services seem to have slowed. For goods, the Index of Industrial Production (IIP) indicated slowing demand
for both consumer durables and non-durables. Demand for services moderated, too, as indicated by slowing growth
in THTC services. Urban demand was likely constrained by elevated interest rates and slowing credit growth. Some
strengthening of rural demand (real agricultural and rural wages picked up in the quarter as inflation slowed
considerably and tractor sales accelerated compared with the previous quarter) helped provide a cushion.
Historical trends in FDI inflows
Under the new foreign investment policy, the Government of India constituted the Foreign Investment Promotion
Board (FIPB), whose main function was to invite and facilitate foreign investments. The FIPB ceased to exist as per
the decision taken by the finance ministry in 2017. The government has now empowered individual departments to
clear FDI proposals in consultation with the Department of Industrial Policy and Promotion (DIPP) within the set
timelines. From a baseline of less than $1 billion in 1990, India has become one of the most important FDI destinations
in the world.
FDI inflows in India grew rapidly at ~17% CAGR to $49.9 billion in fiscal 2020 from $2.5 billion in fiscal 2001. The
pace of growth was faster from fiscals 2001 to 2009 (~38% CAGR), but the global slowdown affected investments in
fiscals 2010 and 2011. During fiscal 2021, India recorded highest ever FDI inflows of $59.6 billion, up ~20% on-year.
Fiscal 2023 has recorded $46.0 billion FDI inflow which is ~22% lower than fiscal 2022. Continuing its downward
trend FDI inflows declined by 24% to USD 20.5 billion during the first six months of fiscal 2024.
FDI equity inflows to India ($ billion)
90 84.84
81.97 81.04
80 74.39
71.36 71.35
70
60.22 60.97 62.11
60 55.56
50 45.5
36.5
40
30
20
10
0
FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
Source: DIPP, CRISIL Intelligence
According to the quarterly factsheet on FDI prepared by the DIPP up to the fourth quarter of fiscal 2023, Mauritius
was the leader in cumulative FDI inflows over April 2000 to March 2023 with a share of 26%, followed by Singapore
(23%), United States (9%), Netherlands (7%), Japan (6%) and United Kingdom (5%). During the period, services
sector accounted for 16% of the cumulative FDI inflows, followed by computer software and hardware (15%),
telecommunications (6%), trading (6%), automobile (5%) and construction development (5%). FDI inflows in fiscal
2023 stood at $46.0 billion, registering a significant decline over fiscal 2022 levels.
Trends in Foreign Direct Investments (FDI) inflows in India
Fiscal Year 2024-25:
• India recorded a total of USD 81.04 billion foreign direct inflow (FDI) in FY 2024-25.
• The services sector emerged as the top recipient of FDI equity in FY 2024-25, attracting 19% of total inflows. It
was followed by computer software and hardware (16%) and trading (8%). FDI into the services sector rose by
40.77% to USD 9.35 billion compared to FY 2023-24.
• India is also becoming a hub for manufacturing FDI, which grew by 18% in FY 2024-25 compared to FY 2023-
24, reaching USD 19.04 billion.
snoilliB
DSU
204• Maharashtra accounted for the highest share (39%) of total FDI equity inflows in FY 2024-25, followed by
Karnataka (13%) and Delhi (12%). Among source countries, Singapore led with 30% share, followed by
Mauritius (17%) and the United States (11%).
• In 2025, the Union Budget proposed increasing the FDI limit from 74% to 100% for companies investing their
entire premium within India.
Fiscal Year 2023-24
• India recorded a total of USD 71.35 billion foreign direct inflow (FDI) in FY 2023-24.
• Manufacturing sector got the FDI of USD 16.12 billion in FY 2023-24 whereas services sector received an FDI
inflow of USD 6.64 billion in FY 2023-24.
• Out of total FDI flows, FDI equity inflow received during FY 2023-24 is USD 44.4 billion.
• In FY2023-24, hospitals in India garnered a substantial Rs. 12,708 crore (US$ 1.50 billion) in FDI, representing
half of all healthcare FDI.
• FDI inflow in construction (infrastructure activities), construction development and power sectors more than
doubled in 2023-24.
• The top 5 states receiving highest FDI equity inflow during FY 2023-24 include Maharashtra (30%), Karnataka
(22%), Gujarat (17%), Delhi (14%) and Tamil Nadu (5%).
2052 Review of roads infrastructure in India
2.1 Overview of infrastructure sector in India
Developing and modernising the infrastructure sector has been a priority area for the Government of India and has
witnessed increasing public investments and budgetary support. Further, the government has undertaken several
reforms and initiatives in the infrastructure sector, which has resulted in robust secular growth in most of the segments
within the sector.
There has been significant transformation in India’s national highways in recent years, with a notable shift towards
the development of wider highways. Annual national highway construction data reveals the share of four-lane and
more highways has increased steadily, from 28% in fiscal 2019 to 44% in fiscal 2025, while the share of two-lane
highways has decreased from 56% to 36%. This trend indicates the government’s deliberate effort to focus on
developing broader highways, which would enhance the overall efficiency and safety of the transportation network.
The data also highlights the impressive pace of national highway construction in India, with the average daily lane-
kilometre built increasing from 75 lane-km/day in fiscal 2019 to 89 lane-kms/day in fiscal 2021, when the absolute
national highway construction reached a peak of 13,327 km. Notably, even though the absolute national highway
construction is expected to decline to around 11,000 km in fiscal 2025, the pace of lane-km is expected to remain high
at 90 lane-km/day, driven by the higher share of four-lane and more highways being constructed. This suggests despite
a decline in the absolute kilometres of national highways built, the sector's spending is expected to remain elevated,
driven by the focus on wider highways.
The government launched the National Infrastructure Pipeline (NIP) for fiscals 2020 to 2025, to boost infrastructure,
with a projected investment of Rs 111 trillion during the period. Investments in energy (24%), roads (18%), urban
(17%), and railways (12%) will amount to over 70% of the projected capital expenditure during the period. As per an
economic survey, NIP will be funded by the central government (39%), state governments (40%), and private sector
(21%). The NIP outlines a revised spend of 147 lakh crore which was originally planned over fiscals 2020-2025, a
lofty target with focus on public funds to do the heavy lifting. With public funds being constrained due to the impact
of the pandemic across fiscals 2021 and 2022, with vaccination, social and healthcare spends to be met. The
investments outlined in the NIP are almost double over the previous 5-year plan and the achievement ratio of the 5-
year plans have been dropping with rising outlay of capex. CRISIL Research projects a 70-75% achievement of the
NIP. The balance investments are unlikely to be met till fiscal 2025 and will likely spill over into further years. As per
the India Investment Grid website accessed on April 24, 2024, 10,286 projects are under development covering over
56 sub-sectors.
Indian Railways has demonstrated strong momentum in infrastructure development over the past few years. In FY
2024, the network achieved 6,450 km of track renewals and 8,550 turnout renewals, alongside the electrification of
3,210 route kilometres, bringing the share of electrified broad-gauge routes close to 97%. This expansion underscores
the government’s focus on safety enhancements, operational efficiency, and the clean-energy transition. The continued
emphasis on upgrading track infrastructure, increasing permissible speeds, and accelerating electrification reflects a
structural shift towards modernization and sustainability in railway operations. India’s aviation infrastructure has also
expanded considerably over the last decade. The number of operational airports has more than doubled from 74 in
2014 to over 150 in 2024, aided by the UDAN regional connectivity scheme and private sector participation in airport
development. In FY25, airport passenger traffic recorded a 9.5% on-year rise to 412 million attributable to rising travel
demand supported by increased capacity deployment by airlines and terminal capacity enhancement at major airports
on account of pet-up travel demand, capacity push by airlines coupled with new airlines expanding networks to
international markets. In FY25, domestic freight traffic recorded a 5% on-year rise recording 802 thousand tonnes,
attributable to growing demand from e-commerce and supply augmentation aided by deployment of dedicated
freighter operations.
The Public Private Partnership Appraisal Committee (PPPAC) set up by the government has been responsible for the
appraisal of PPP projects in the central sector. Year wise project summary of PPAC is tabulated below.
PPAC Project Summary
FY Number of Projects Total Project Cost (In Rs. Billion)
FY26 18 681.1
FY25 15 695.8
FY24 9 490.7
FY23 6 88.9
206FY Number of Projects Total Project Cost (In Rs. Billion)
FY22 6 784.8
FY21 10 1357.5
FY20 8 275.1
FY19 8 97.3
Note: Data is as per Sep 2025
Source: PPP in India (PPPAC projects summary), CRISIL Intelligence
In fiscal 2021, the government approved the continuation of the revamped Infrastructure Viability Gap Funding (VGF)
Scheme till fiscal 2025. The objective of the revamped scheme is to attract PPP projects and aid private investment in
social infrastructure (health, education, wastewater, solid waste management, water supply, etc).
2.2 Key budgetary proposals for infrastructure sector
The Union Budget 2025–26 underscores the Government of India’s continued emphasis on infrastructure-led growth,
with a record capital expenditure outlay of ₹11.21 lakh crore, marking a 10% increase over the previous year, with
roadways infrastructure continuing to be a key focus area for the government. Key proposals focus on strengthening
core infrastructure through continued focus on development of roadways infrastructure in India, targeted allocations
for transport, urban development, water supply, and energy. Alongside direct public investment, the budget also
advances private sector participation via PPP pipelines and asset monetisation plans, reflecting a multi-pronged
strategy to boost infrastructure development across the country.
Key announcements
• Rs 7,16,000 crores (gross budgetary support + internal and extra budgetary resources) has been provided to
infrastructure ministries towards capital spending, which is consistent with the figure in the interim budget
• The Pradhan Mantri Gram Sadak Yojana (PMGSY)-IV initiative aims to ensure all-weather connectivity for
25,000 rural habitations. Other significant road connectivity projects include the Patna-Purnea and the Buxar-
Bhagalpur expressways, extensions to Bodhgaya, Rajgir, Vaishali and Darbhanga, and an additional two-lane
bridge over the Ganga at Buxar. A total cost of Rs 260,000 million has been earmarked for these projects
• Irrigation and flood relief assistance will be provided to Bihar, Assam, Uttarakhand, Himachal Pradesh and Sikkim.
This includes an allocation of Rs 115,000 million for the Kosi-Mechi project in Bihar and 20 other ongoing
irrigation projects
• Transit-oriented development strategies will be devised for 14 major cities with populations exceeding 3 million,
incorporating implementation as well as financing frameworks. Additionally, 35 cities will be developed as growth
hubs through comprehensive economic and transit planning, along with the development of peri-urban areas
• Reforms in the domestic shipping sector regarding ownership, leasing and flagging are expected to support the
players
Note: Core infrastructure ministries constitute road, railways, rural development, urban development, power, new and renewable
energy, civil aviation, shipping, water resources, and atomic energy
2.2.1 Impact
• The total capex (gross budgetary support + internal and extra budgetary resources) for 10 core infrastructure
ministries has been increased by 4.9% over fiscal 2025. The moderate increase in capital allocation to core
infrastructure ministries suggests the need for crowding in of private sector investment
• Investment in urban development are expected to increase, particularly in public transport, water supply and
sanitation, and waste management projects
• While the construction of national highways has progressed at a robust pace, rural road development has been
lagging. However, with the announcement of PMSY-IV, an uptick in rural road execution is likely. Reform in the
shipping sector is expected to support the sector; but further clarification and an action plan will be required to
gauge the impact
2072.2.2 Other Infrastructure Initiatives
Digital Infrastructure Modernisation
• BharatNet has connected 2.14 lakh Gram Panchayats, deploying 6.92 lakh km of optical fibre and 1.04 lakh Wi Fi
hotspots as of January 2025.
• UMANG, launched in 2017, now supports 7.34 crore registered users and has processed 516 crore+ transactions
across 2,101 services in 23 languages by December 2024.
• Mobile broadband speeds have surged from 1.3 Mbps (2014) to 95.7 Mbps by December 2024; India now has 4.62
lakh 5G BTS towers and 24.96 lakh 4G BTS sites.
PM Gati Shakti & Integrated Infrastructure Planning
• PM Gati Shakti coordinates planning across 16 ministries, aligning road, rail, and port investments through a
geospatial master plan.
• By 13 March 2025, 115 highway and road projects covering ~13,500 km and valued at ₹6.38 lakh crore were
reviewed, improving timeliness and reducing overlaps.
Bharatmala Pariyojana (Road & Highway Development)
• Phase I targets ~34,800 km, with 26,425 km awarded and 19,826 km completed by 28 February 2025.
• Total expenditure on Bharatmala stands at ₹4.92 lakh crore, including 6,669 km of greenfield corridors awarded
and 4,610 km completed.
• This effort is repositioning India’s road infrastructure by improving logistics efficiency and national connectivity.
National Highway Network Expansion
• Over the past decade, National Highway length surged from 91,287 km (2014) to 146,145 km (2024)—a ~60%
increase—boosting regional and freight connectivity.
Sagarmala (Port-Led Development)
• Identified 839 projects worth ₹5.79 lakh crore, with 272 completed, and ₹1.41 lakh crore invested building coastal
infrastructure by 19 March 2025.
• This enhances port connectivity and streamlines maritime logistics as part of ‘Make in India’ ambitions.
Outlay for core infrastructure ministries
208GIA: General Grant-in-aid, GBS: Gross Budgetary Support, IEBR: Internal and Extra Budgetary Resources, BE: Budget Estimate,
RE: Revised Estimate, A: Actual.
Source: Budget documents, CRISIL Intelligence
Viksit Bharat 2047
The Indian government views road infrastructure as a cornerstone for achieving the vision of Viksit Bharat 2047,
which aims to transform India into a developed nation by its 100th year of independence. This initiative is a holistic
approach where roads are seen not just as pathways, but as lifelines for economic growth, social unity, and national
security. A well-developed road network is expected to be a major driver of sustainable, inclusive economic growth
and regional connectivity.
Border Roads Organisation (BRO)
The Border Roads Organisation (BRO) is a statutory body under the Ministry of Defence that plays a critical role in
realizing the Viksit Bharat 2047 vision, especially in the context of national security and development of border areas.
Established in 1960, BRO's primary mandate is to develop and maintain road networks in India’s border regions and
friendly neighbouring countries.
The BRO's work is twofold: ensuring defense preparedness and contributing to the socio-economic development of
border states. These roads are vital for the swift movement of armed forces and equipment, providing all-weather
access to strategic locations that are often cut off for months due to harsh weather conditions. A prime example is the
Atal Tunnel, which provides all-weather connectivity to the Lahaul-Spiti valley, previously isolated during winter.
In addition to military significance, the roads constructed by BRO are lifelines for local civilian populations. They
enable access to markets, healthcare, and education, thereby integrating remote communities into the national
209economy. The BRO specializes in building infrastructure in some of the world's most challenging terrains, including
the Himalayas, where they deal with threats from landslides, flash floods, and avalanches.
2.2.3 Construction investments to grow at 6-8% CAGR between fiscals 2026 and 2030
The construction industry in India is expected to grow steadily at an annual rate of 6-8% between fiscal years 2026
and 2030. This growth will be mainly driven by increased spending on infrastructure projects such as roads and
railways, supported by both central and state government investments.
In fiscal year 2025, construction capital expenditure rose by 7% compared to the previous year, reaching ₹12.7 lakh
crore. This increase aligns with the government’s emphasis on infrastructure development, as seen in the rising budget
allocations.
Previously, the construction sector faced challenges like policy delays in infrastructure and low industrial investments.
Residential construction also declined due to weak demand, affordability issues, and a sluggish economy. However,
recent government initiatives have revitalized construction activity, especially in infrastructure.
Some key initiatives introduced by the government:
• PMAY-U 2.0 launched with mission of “Housing for all” with effect from Sep 2024. Proposals for construction
of 3.52 lakhs approved under PMAY-U 2.0 as of March 2025.
• Swachh Bharat Abhiyan and Smart Cities Mission: These programs focus on improving sanitation and developing
urban areas into sustainable, citizen-friendly cities.
• Atal Mission for Rejuvenation and Urban Transformation (AMRUT): This initiative enhances urban living by
providing basic services like water supply and sewerage, improving infrastructure for better quality of life.
• Pradhan Mantri Krishi Sinchai Yojana (PMKSY): By consolidating major irrigation schemes, this program aims
to extend irrigation coverage and improve water use efficiency in agriculture.
• Hybrid Annuity Model (HAM) in Road Construction: This public-private partnership model reduces financial
risk for private players, encouraging investment in road infrastructure.
• Gati Shakti Plan and National Infrastructure Pipeline (NIP): These programs accelerate infrastructure
development, enhance connectivity, and promote urbanization, forming the foundation for economic prosperity.
• Credit Guarantee Scheme Expansion: The scheme now offers up to ₹10 crore for mid-sized contractors and ₹5
crore for micro and small enterprises, providing easier access to credit with lower interest rates and reduced
collateral requirements.
• Interest-Free Loans for Urban Infrastructure: The government allocated ₹1.5 lakh crore in 50-year interest-free
loans to states for capital expenditure, aiming to boost urban infrastructure and indirectly benefit the
manufacturing sector by improving logistics and connectivity.
Other important announcements made during budget FY26:
• The total of the central government's budget is Rs 19.79 lakh crore for fiscal 2026BE, comprising: (i) Total
expenditure through budget (gross budgetary support – GBS), (ii) Resources of public enterprises (internal and
extra budgetary resources – IEBR) and (iii) Grants in aid of creation of capital assets (grants in aid – GIA). There
is an uptick of 16.4% in the central government’s total budget from fiscal 2025RE.
• The budgetary capital expenditure for infrastructure ministries* is Rs 10.6 lakh crore, up 11.6% from fiscal
2025RE.
• The total GBS to infrastructure ministries* for fiscal 2026BE has increased a mere 0.9% over fiscal 2025RE.
• The budgeted expenditure by major infrastructure ministries* which receive over 50% of infrastructure allocation,
remains similar to fiscal 2025RE.
• Each infrastructure-related ministry will come up with a three-year project pipeline that can be implemented
through the public-private partnership (PPP) mode. States are also encouraged to do so.
• To support states in infrastructure development, an outlay of Rs 1.5 lakh crore is proposed for 50-year interest
free loans as capital expenditure and incentives for reforms.
• In the second phase of the asset monetisation plan, the government aims to generate Rs 10 lakh crore with a
pipeline of assets to be monetised between fiscals 2025 and 2030.
Note: *Infrastructure ministries: Ministry of Railways, Ministry of Road Transport and Highways, Ministry of Rural Development,
Ministry of Housing and Urban Affairs, Ministry of Power, Ministry of New and Renewable Energy, Ministry of Jal Shakti, Ministry
of Ports, Shipping and Waterways, Ministry of Civil Aviation, Department of Atomic Energy
Major infrastructure ministries: Ministry of Railways (MoR) and Ministry of Road Transport and Highways (MoRTH)
210The share of infrastructure projects is expected to stabilise in the ~68-70% range in the next five years as against ~55-
57% before 2020, as Infrastructure investments are seen growing faster than the other two segments due to the
Government's focus on Infrastructure under the NIP, NMP and the Gati Shakti initiative. The Central government's
focus on roads, urban infrastructure and railways will boost infrastructure investments. Roads, railways, irrigation &
Power sectors will continue to drive the bulk of these investments. Building & construction and industrial segments
are expected to witness muted growth.
Total construction spending (at current prices)
Source: Budget documents-July 2024, CRISIL Intelligence
2.2.4 Roads and highways
• The overall gross budgetary outlay for the Ministry of Road Transport and Highways quadrupled from Rs 684
billion in fiscal 2020 to Rs 2,722 billion in fiscal 2026BE. Against this backdrop, the growth rate of roads and
highways capex for the next fiscal has moderated sharply, only 2.4% higher vis-à-vis fiscal 2025RE. Similar to the
previous fiscal, the entire allocation of Rs 2,873 billion would be via gross budgetary support since the internal
and extra budgetary resources limit has been completely eliminated to reduce the NHAI’s dependence on market
borrowings.
• The capital expenditure FY25BE is exactly the same as FY26BE. The budgetary allocation of Rs 2,873 billion
towards the NHAI for the FY26BE has remained flattish vis-à-vis fiscal 2025RE. The elimination of internal and
extra budgetary resources and minimal contribution of cess implies a significantly large portion of the NHAI
funding would be met through gross budgetary support
• Furthermore, the NHAI has been aiming to modify the BOT model with fast-tracked clearances to award more
projects, since the share of this model has dipped to negligible levels in recent years. Large developers are also
likely to be interested in BOT projects amidst dipping profitability in the hybrid annuity model owing to
competitive bidding. Notably, if successful, the shift towards BOT could reduce funding burden on the ministry
since 100% of the construction cost is borne by the developer in this model.
Capital outlay of the Ministry of Road, Transport and Highways
211Budgetary
outlay (RFsY 16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24A FY25BE FY25RE FY26BE
billion)
Ministry of
Road,
Transport 275 412 508 677 684 892 1133 2060 2639 2722 2725 2722
and
Highways
Source: Budget document February 2025, CRISIL Intelligence
Road's capex growth to normalize to 6-8% in fiscal 2026
Source: CRISIL Intelligence
PMGSY allocation for this fiscal (budget estimate) is Rs 120 billion, down ~37% over fiscal 2023A. However, over
the past two years, the achievement ratio under the scheme has been low. Therefore, actual expenditure against the
allocation remains a monitorable.
Key Investments in Road Sector
3,00,000 2,76,351 2,78,000
2,50,000
2,08,226
2,00,000
1,50,000
1,23,537
94,257
1,00,000 74,767
50,000
3,011 5,948 5,135 6,278 6,523
0
2019-20 2020-21 2021-22 2022-23 2023-24 2024-25*
Source: PIB, CRISIL Intelligence
As per PIB June 2024, Expenditure of about Rs. 27,000 Crore has been incurred by the Ministry on
Maintenance and Repair (M&R) of NHs during the last five years.
)erorc
sR
nI(
NH Budget (MoRTH) (Rs cr) M&R expenditure (Rs cr)
212National Highways: Total Length awarded; Total Length constructed
8000 7394 5000-5500 5500-6000
7000 6306 4500-5000
4500-5000
6000 5351 5231
4818 4883
5000 4344 4336 3979 4175 4010 4500
4000 3071 3380 3211
3000 2623
2222
1886
2000
1000
0
2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-22 2022-23 2023-24 2024-25 2025-26
National Highways- Year wise total length awarded (KM) by NHAI
National Highways- Total length constructed/ upgraded (KM) by NHAI
Source: CRISIL Intelligence
The awarding of national highway projects has witnessed a moderation since its peak in FY 2017–18, when 7,394 km
was awarded. This slowdown has been largely policy-driven, reflecting a strategic shift in priorities. After an
aggressive push to expand the project pipeline, the Ministry of Road Transport and Highways (MoRTH) and the
National Highways Authority of India (NHAI) recalibrated their approach to focus on execution of the already-
awarded projects rather than announcing new ones. This was aimed at avoiding project pile-ups and ensuring timely
delivery of works under Bharatmala and other flagship programmes.
Several structural factors also contributed to the moderation. Land acquisition delays and stricter pre-award
requirements, such as ensuring 80–90% land availability before award, reduced the pool of award-ready projects.
Simultaneously, financing constraints emerged as banks and NBFCs grew cautious due to high NPAs from earlier
BOT projects, impacting private developers’ appetite for new bids. The period also coincided with the review and
revision of Model Concession Agreements (MCAs) for BOT (Toll) and HAM formats, leading to temporary slowdown
in fresh bidding.
The impact of the COVID-19 pandemic in FY 2020–21 further disrupted awarding activity due to mobility restrictions,
uncertainty in construction, and delays in financial closure. Additionally, rising debt on NHAI’s balance sheet
prompted the government to adopt a more calibrated approach, with greater emphasis on asset monetisation through
TOT bundles and InvITs, and prioritisation of strategic corridors such as the Delhi–Mumbai Expressway, rather than
dispersing resources across smaller projects.
Overall, the slowdown in awarding reflects a conscious rebalancing between expansion and consolidation. With
construction activity now stabilising in the range of 4,500–5,500 km annually, the sector is expected to maintain steady
momentum while aligning new awards with execution capacity, financing availability, and long-term sustainability of
the highway development programme.
Targets and achievements for MORTH
20000
16420
15000 15000
13800
15000 12000 12500
10950 11000 11000 10421
10000
6300
5000
4410 6143 8231 9829 10855 10237 13286 10457 10331 12349 10660
0
2014-15 2015-16 2016-17 2017-18 2018-19 2019-20 2020-21 2021-222022-23 2023-24 2024-25
Targets for construction in km Achievement in km
Source: PIB, CRISIL Intelligence
213Bharatmala Programme & Future TAM (2025-2030)
Bharatmala Phase I Achievements (as of Feb 2025)
• 26,425 km of highway packages awarded; 19,826 km completed
• ₹4.92 lakh crore spent to date
• Greenfield corridors: 6,669 km awarded; 4,610 km completed
Employment & Economic Impact
• Over 24,050 km of NH constructed in the last five years
• Generated ~45 crore direct man-days and ~57 crore indirect man-days of employment
National Highway Network Expansion
• NH grew from 91,287 km (2013–14) to 146,204 km (2025) (~60 % increase)
Total Addressable Market (TAM) Outlook – Next 5 Years
• Accelerated CapEx: With NHAI CapEx rising to ₹2.5 lakh crore and MoRTH NH budgets at ₹2.78 lakh crore,
funding is robust.
• Completion of Phase I & Transition to Phase II: As Bharatmala Phase I wraps, Phase II rollout underpins continued
infrastructure demand.
• Ancillary Growth: Elevated contractor activity (EPCs), material supply chains, asset monetisation vehicles (InvITs,
ToT) fuel sector expansion.
• Monetisation Capital: ₹1.4 lakh crore mobilised across >6,100 km NH via InvITs/ToT in NMP; supports future
financing
• Network Intensification: NH length, high-speed corridors, and 4 lane expansion create heavy lift work pipelines.
TAM Projection:
• Over the next five years, the combined funding, asset-monetisation, and infrastructure scaling could easily
translate into a ₹10–12 lakh crore cumulative TAM — underpinned by:
• ₹2.5 lakh crore/year NHAI CapEx
• ₹2.7 lakh crore/year MoRTH NH allocations
• Ongoing maintenance (₹6–7k crore/year)
• Monetisation inflows (InvIT/ToT) and private sector investment
2.2.5 Indian Railways: Capital Spending & Operational Scale
The total budget allocation for Indian Railways for FY2025-26 is ₹2.65 lakh crore. This figure remains the same as
the revised allocation for the previous fiscal year (FY2024-25). The estimated capital expenditure for FY2025-26 is
also ₹2.65 lakh crore.
Capacity Expansion, Modern Trains & Network Upgrade
A total of ₹81,713 crore was disbursed for major capacity works, including new lines, track doubling, and network
enhancements constituting 68% of the allocated budget for capacity augmentation, Rolling stock modernization
continues at pace, supported by strong capital outlays that signal sustained fleet rejuvenation. The Economic Survey
highlights significant capacity additions during FY 2024–25 and a notable rise in rolling stock deployment.
Multi-Modal Logistics & Gati Shakti Integration
214Indian Railways is aligning closely with the PM Gati Shakti National Master Plan, focusing on enhanced logistics
through Gati Shakti Cargo Terminus (GCT) projects. The ministry recently revised GCT bidding guidelines to attract
greater private-sector participation and optimize terminal revenues—highlighting an increasing reliance on integrated,
multi-modal infrastructure.
Station Redevelopment & Network Doubling
The government has greenlit several major rail infrastructure projects via the Cabinet Committee on Economic Affairs.
Highlights include the 41 km third and fourth lines on the Ratlam–Nagda section (₹1,018 crore) and the Wardha–
Ballharshah fourth line, spanning 176 km with a ₹3,399 crore investment—set to conclude by FY 2029–30.
Meanwhile, over 103 stations have been redeveloped under the Amrit Bharat Station Scheme as of May 2025,
upgrading facilities and improving passenger amenities across 18 states.
Energy, Sustainability & Outlook
Railways are transitioning toward 100% electrification by FY 2025–26, with significant allocations made to traction
electrification and clean energy sourcing. There’s also momentum behind advanced technologies—such as potential
nuclear power solutions for rail traction and deployment of automatic train protection—highlighting a shift toward
more reliable, green, and safe rail operations.
Capex focused on infrastructure creation
Note: Significantly higher capex allocation to the Ministry of Finance is largely a reflection of state capex loans that are routed
through this ministry and are budgeted at Rs 1.5 lakh crore next fiscal, compared with Rs 1.25 lakh crore this fiscal.
Source: Budget 2024-25, CRISIL Intelligence
In the Union Budget 2025–26, the Government of India has allocated a record capital expenditure (Capex) of
₹2,52,200 crore for the Ministry of Railways. This sustained increase in Capex reflects the government’s commitment
to transforming Indian Railways into a world-class transport system. Over the past decade, Indian Railways has
achieved significant milestones, including commissioning 31,180 km of track and increasing the pace of track laying
from 4 km/day in 2014–15 to 14.54 km/day in 2023–24. Electrification also surged, with 41,655 route km electrified
since 2014. The emphasis on infrastructure and safety has yielded tangible outcomes such as record freight loading of
1,588 MT in FY 2023–24 and all-time high receipts of ₹2,56,093 crore. The Railways is also driving industrial growth
through corridor-based development under PM Gati Shakti, focusing on energy, minerals, ports, and high-traffic
routes, with a view to reducing logistics costs, enhancing multimodal connectivity, and improving passenger
experience.
Ministry of Railways: Expenditure Profile (In Rs. Cr.)
2153,445
Budget Estimates 2025-26
2,52,000
3,348
Revised Estimates 2024-25
2,52,000
3,213
Actuals 2023-24
2,42,579
3,154
Actuals 2022-23
1,59,256
0 50,000 1,00,000 1,50,000 2,00,000 2,50,000 3,00,000
Establishment Expenditure of the Centre Central Sector Schemes/Projects
Source: Union Budget 2025-26, CRISIL Intelligence
Capital outlay of the Ministry of Railways
2025-26
Capital outlay (Rs billion) 2020-21 2021-22 2022-23 2023-24 2024-25 RE
BE
Indian Railways - Commercial
1093 1,173 1,592 2,426 2,520 2,520
Lines
Source: CRISIL Intelligence
2.3 Contribution of roads sector to India’s GVA
The contribution of the road transport sector to India’s Gross Value Added (GVA) has shown a relatively stable trend
over the last decade, though with some fluctuations in recent years. From FY12 to FY20, the sector consistently
accounted for around 3.2%–3.3% of GVA at constant prices, reflecting its steady role in supporting economic activity.
However, a notable decline occurred in FY21, when the sector’s share dropped sharply to 2.5%, largely attributable
to the economic disruptions caused by the COVID-19 pandemic and associated restrictions on mobility and freight
movement. Post-pandemic, the sector rebounded, reaching 3.1% in FY22, before moderating slightly to 3.0% in FY23
and 2.9% in FY24, indicating stabilization but at levels marginally below the pre-pandemic average.
In terms of absolute GVA contribution at constant prices, the sector has witnessed sustained growth. Road transport
GVA increased from ₹26,244 billion in FY12 to ₹46,292 billion in FY24. The growth trajectory reflects long-term
expansion in road infrastructure and rising demand for both passenger and freight movement. Nevertheless, the
contraction in FY21 to ₹31,790 billion highlights the sector’s vulnerability to large-scale economic shocks, though
the recovery in subsequent years demonstrates resilience.
Overall, the road transport sector remains a critical enabler of economic activity in India, contributing steadily to
national output while reflecting broader macroeconomic trends. Its consistent share of GVA underscores the
importance of continued investments in road infrastructure to sustain growth and improve efficiency in passenger and
freight transport.
Road transport share in GVA
GVA FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24
Road transport
share (at
3.2% 3.3% 3.3% 3.3% 3.3% 3.2% 3.3% 3.3% 3.3% 2.5% 3.1% 3.0% 2.9%
constant
prices)
Road
Transport (at
constant 26,244 28,243 30,056 32,081 34,315 36,232 39,640 41,754 43,216 31,790 42,671 44,622 46,292
prices)
(Rs bn)
Source: MoSPI, National Accounts Statistics 2024, CRISIL Intelligence
2162.4 Road network in India
India has the second-largest road network in the world, spanning 6.67 million km as of fiscal 2024. Roads, the most
frequently used mode of transportation in India, accounted for ~87% of passenger traffic and close to ~60% of freight
traffic says MoRTH as of September 2024. Although national highways span nearly 146,145 km, constituting just 2%
of road length, they accounted for ~40% of the total road traffic. The secondary road system comprises state roads and
major district roads, which accounted for the remaining 60% of traffic and 98% of road length.
As per the report published by MoSPI in October 2024, in FY23 gross value add of road sector was ~68% among all
contributors of output & value added from transport services.
Road network in India as of March 2025
Percentage of total Percentage of total
Road network Length (km) Connectivity to
length traffic
Union capital, state capitals, major
National highways 146,145 ~2 40
ports, foreign highways
Major centres within the states,
State highways 179,535 ~3
national highways
60
Major and other district roads, rural
Other roads 6,019,723 ~95 roads - production centres, markets,
highways and railway stations
India has more than 63 lakh km of
Total Network 6,345,403 100 100
road network
Source: MoRTH Annual Report 2024-25, PIB June 2025, CRISIL Intelligence
Growth in Road Network (FY15–FY24)
• Between FY15 and FY24, India’s total road network expanded at a Compound Annual Growth Rate (CAGR) of
2.2%, rising from 5.47 million km in FY15 to 6.67 million km in FY24.
• National Highways witnessed the fastest expansion, growing at a CAGR of 4.5%, reflecting significant
investments and policy push toward improving highway infrastructure.
• State Highways grew at a modest CAGR of 0.8%, indicating limited additions or reclassification during this
period.
• Other Roads, which constitute the largest portion of the network, expanded at a CAGR of 2.2%, aligning with the
overall network growth rate.
Total length and break-up of national, state and rural roads (unit: km)
Road network FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24
National highways 97,991 101,011 114,158 126,350 132,500 132,995 136,440 140,995 144,955 146,145
State highways 167,109 176,166 175,036 186,908 186,528 194,900 176,818 171,039 167,079 179,535
Other roads 5,207,044 5,326,116 5,608,477 5,902,539 6,067,269 6,165,660 5,902,539 6,059,813 6,019,757 6,345,403
Total 5,472,144 5,603,293 5,897,671 6,215,797 6,386,297 6,493,555 6,215,797 6,371,847 6,331,791 6,671,083
Source: MoRTH Annual Report 2022-23 and 2024-25, MoRTH PIB-05 Jan 2024, CRISIL Intelligence
• National Highways expanded the fastest, with a CAGR of 4.53%, reflecting consistent policy and budget focus.
• State Highways had the slowest growth, under 1% CAGR, possibly due to shifting priorities or less central
funding.
• Other Roads and the total network grew moderately (~1.6–1.65% CAGR), driven by rural connectivity schemes
and PMGSY.
State-wise length of national highways in India as on June 30, 2024
217Total NH Total NH
Total NH Total NH
length as on length as on
S. No. State length as on S. No. State length as on
March 31, March 31,
June 30, 2024 June 30, 2024
2014 2014
1 Andhra Pradesh 4,190 8,683 19 Manipur 1,452 1,840
2 Arunachal Pradesh2 ,027 4,367 20 Meghalaya 1,171 1,156
3 Assam 3,634 4,077 21 Mizoram 1,222 1,499
4 Bihar 4,467 6,132 22 Nagaland 741 1,670
5 Chandigarh 24 15 23 Odisha 4,550 5,897
6 Chhattisgarh 3,031 3,620 24 Puducherry 53 64
7 Delhi 80 157 25 Punjab 1,699 4,239
8 Goa 269 299 26 Rajasthan 7,646 10,706
9 Gujarat 4,694 8,099 27 Sikkim 149 709
10 Haryana 2,050 3,394 28 Tamil Nadu 4,975 7,000
11 Himachal Pradesh2 ,196 2,607 29 Telangana 2,400 4,926
Jammu and
12 1,513 1,935 30 Tripura 509 889
Kashmir
13 Jharkhand 2,968 3,633 31 Uttar Pradesh 7,986 12,141
14 Karnataka 6,177 8,191 32 Uttarakhand 2,282 3,664
15 Kerala 1,700 1,858 33 West Bengal 2,908 3,910
Andaman & Nicobar
16 Ladakh 8,06 806 34 300 331
Islands
Dadra & Nagar
17 Madhya Pradesh 5,116 9,105 35 31 37
Haveli
18 Maharashtra 6,249 18,447 36 Daman & Diu 22 22
TOTAL 91,287 146,126
Source: PIB (July 25, 2024), CRISIL Intelligence
State-wise share of national highways in India
Maharashtra
13%
Uttar Pradesh
Others
8%
35%
Rajasthan
7%
Madhya Pradesh
Odisha 6%
4% Andhra Pradesh
Bihar
6%
4% Tamil Nadu Gujarat Karnataka
5% 6% 6%
Source: PIB (July 25, 2024), CRISIL Intelligence
2.5 Qualitative overview of maintenance of roads in India
The Pradhan Mantri Gram Sadak Yojana (PMGSY) is a one-time special scheme undertaken by the central government
to boost infrastructure in the rural parts of the country, but maintenance of these roads remains a state subject. All
PMGSY roads are covered by five-year maintenance contracts. Maintenance funds to service the contract are to be
218budgeted by the state government. With effect from fiscal 2017, financial incentives have been given to best-
performing states, which show higher achievement on the basis of set parameters. Financial incentives amounting to
Rs 10,800 million and Rs 8,400 million were awarded in fiscals 2017 and 2018, respectively, for periodic maintenance
to best-performing states.
In fiscal 2017 alone, Rs 5,400 million was credited to the accounts of 20 state rural-road development agencies for
carrying out maintenance on these roads, of which, only Rs 3,330 million was spent. In fiscal 2018, Rs 9,400 million
was spent on maintenance.
In recent years, the framework for maintenance has been strengthened. With effect from fiscal 2017, zonal
maintenance contracts have been made mandatory once the initial five-year period lapses. These contracts, generally
spanning another five years, cover routine and periodic works including renewals and emergency repairs. Maintenance
monitoring is now largely digital through the eMARG (Electronic Maintenance of Rural Roads) platform, which tracks
contractor performance and fund utilisation.
Further, the Cabinet approved PMGSY–IV (2024-25 to 2028-29) with an outlay of ₹70,125 crore for construction of
62,500 km of new connectivity. A key eligibility condition mandates that States/UTs must demonstrate, through
eMARG data, proper maintenance of roads beyond the initial five-year period to qualify for new sanctions under
PMGSY-IV. This reflects a significant policy shift linking new connectivity to demonstrated upkeep of the existing
network (Source: PIB, MoRD Press Release, September 2024).
The government has also emphasised the adoption of new and green technologies to enhance road durability and
reduce long-term maintenance burdens. As of February 2025, about 1,63,877 km of road works under PMGSY have
been sanctioned using such technologies, of which 1,14,789 km have already been completed (Source: PIB, February
2025).
As of August 2025, PMGSY has sanctioned 191,282 rural road projects covering 838,611 km and 12,146 bridges, of
which 183,215 road works (7,83,727 km) and 9,891 bridges have been completed (Source: PIB, August 2025). While
execution of new roads remains on track, maintenance performance varies across states due to differences in fund
absorption, administrative capacity, terrain and climatic conditions.
Overall, despite structured guidelines and incentive mechanisms, maintenance remains a key monitorable. Delays in
fund utilisation, lapses in zonal maintenance execution, and geographical challenges continue to affect road durability.
However, the institutionalisation of digital monitoring platforms, performance-linked funding, and the policy linkage
of new sanctions to demonstrated upkeep under PMGSY-IV represent strong corrective measures aimed at
strengthening the long-term sustainability of India’s rural road network.
2.5.1 Central Road Infrastructure Fund (CRIF)
The CRIF is funded from the cess collected on the sale of petrol and high-speed diesel (HSD). On every litre of petrol
and HSD that is sold, a cess of Rs 6 is collected (since fiscal 2016; previously cess was Rs 2). The fund provides
assistance to states for the development and maintenance of state roads, rural roads, national highways, under- and
over-bridges, and safety works at unmanned railway crossings. About 11% of the cess collected on HSD and 30% on
petrol is allocated towards maintenance of state roads.
Allocation under CRIF (in Rs. Billion)
100.00
88.36 90.30
90.00
79.74
80.00 74.22
68.20 69.45
70.00
60.00
50.00
40.00
30.00
20.00
10.00
0.00
FY20 FY21 FY22 FY23 FY24 FY25
Source: MoRTH Annual Report 2024-25, Crisil Intelligence
219In the Union Budget for fiscal 2019, road cess was replaced by the road and infrastructure cess. Previously, road cess
was split for NH construction, maintenance, railways, Pradhan Mantri Gram Sadak Yojana, etc., based on a fixed
formula.
Of the amount collected under CRIF for state roads, 10% is reserved for the development of roads under the following
schemes:
2.5.2 Interstate connectivity (ISC)
Under this scheme, 100% funding (not a loan) is provided by the central government. ISC typically encompasses the
development of
• Interstate roads
• Roads connecting national highways
2.5.3 Economic importance (EI)
Under this scheme, projects are funded to the extent of 50% by the central government. The state government
contributes the rest of the project cost. This scheme is focussed on the development of:
• Roads facilitating connectivity to remote industrial and economic areas
• Roads facilitating the development of remote residential areas, such as those connecting the hilly regions to plains
Funds allocated together under ISC and EI in fiscals 2015, 2016 and 2017 stood at Rs 2,390 million, Rs 3,550 million
and Rs 4,150 million, respectively. In fiscal 2018, ~19 projects amounting to Rs 6,600 million were approved under
ISC and EI. In fiscal 2019, ~18 projects amounting to Rs 4,740 million were approved.
During fiscal 2023, a sum of Rs 1,900 million had been allocated to various states. Also, as per MoRTH’s letter dated
February 9, 2024, Rs 3,000 million had been spent for fiscal 2024.
State-wise allocation under ISC and EI schemes in FY23
1% 1% 1%
1% 0% Nagaland
Arunachal Pradesh
8%
Odisha
8% Manipur
44% Haryana
9% Mizoram
Madhya Pradesh
10% Meghalaya
Gujarat
17% Jammu & Kashmir
Assam
Source: Letter published by MoRTH, CRISIL Intelligence
2.6 Indian freight traffic scenario
2.6.1 Road transportation remains dominant, but Railways eye share given Dedicated Freight Corridors
and rising road freight rates
Roads are expected to remain dominant in transportation, having grown 5-7% in fiscal 2024. Railways are expected
to gain share owing to the Dedicated Freight Corridors (DFCs) and higher road freight rates. DFCs are aimed at
decongesting India’s railway network. It will help carry freight at higher speed with increased load-carrying capacity,
up to 6.2 million TEUs (twenty-foot equivalent unit) in total, reducing operating costs in India for rail freight
220significantly. Roads are typically preferred for non-bulk, high-value commodities. CRISIL expect growth in road
freight traffic to increase at a compounded annual growth rate (CAGR) of 4-6% in BTKM terms between the fiscals
2024 and 2029. In the same period, railways are expected to grow at a CAGR of 10-12%, growing faster than roads.
Railways gained share in fiscal 2021 as rail freight traffic was more resilient during the pandemic. The share of
railways increased further in fiscal 2022 owing to increased rail capacity, partial commissioning of the DFCs, soaring
diesel prices and higher road freight rates. Commissioning of the DFCs will aid in increasing the share of railways in
India’s freight traffic.
Road freight movement is estimated to have grown 5-7% in fiscal 2024, at a slightly slower pace than that of rail
freight movement. In fiscal 2023, road Billion Tonne Kilometres (BTKM) is estimated to have grown ~7%, mainly
attributed to higher production across all sectors and government spending focused on investments. However, it is
expected that road transport will lose market share to railways in the upcoming years on account of the establishment
of DFCs and comparatively higher road freight rates relative to other modes of transportation.
Share of roads in total freight movement (in terms of BTKM)
P: Projected, E: Estimated
Source: CRISIL Intelligence
2.6.2 Roads remain the preferred mode for non-bulk transportation
Roads generally account for a significant share in non-bulk commodity transportation, as:
Road freight movement is expected to grow at 4-6% in fiscal 2026, lower than the rail freight movement. The growth
is driven by the demand from non-bulk commodities. In fiscal 2025 we estimate the road BTKM to grow by 5-7% on-
year. However, the road is expected to lose share to railways in the coming years due to commissioning of the dedicated
rail freight corridors and higher road freight rates compared to other modes of transport.
Roads predominantly transfer non-bulk freight (in terms of BTKM)
2,572.6
2,087.7 23.5%
1,847.2
1,567.3 25.1%
25.5%
25.9%
76.5%
74.9%
74.5%
74.1%
2014-15E 2020-21E 2021-22E 2025-26P
Non Bulk Bulk
E: Estimated; P: Projected
Source: CRISIL Intelligence
2212.7 Growth in vehicular population
2.7.1.1 Review of Indian domestic PV industry (fiscal 2020 to 2025E)
Between fiscals 2020 and 2025, India’s domestic PV sales clocked 9.3% CAGR despite a sales contraction (10%
CAGR) during fiscals 2019-2021. From the low base of fiscal 2021, PV sales bounced back and grew healthily to
reach a historic high of 4.3 million vehicles in fiscal 2025.
The industry lost sales between fiscal 2020 to fiscal 2022 owing to the impact of first and second outbreak of Covid-
19 and subsequent nationwide lockdown.
Review of domestic PV sales volume
4.2 4.3
3.9
3.1
2.8 2.7
FY20 FY21 FY22 FY23 FY24 FY25
Source: SIAM, CRISIL Intelligence
In fiscal 2023, the PV industry grew 27% y-o-y, more than double the rate 13% y-o-y witnessed in fiscal 2022. The
orderbooks of auto OEMs were further supported by several new launches in the growing SUV category, which saw
higher traction. Facelifts of existing models and easing supply of semiconductors also helped. In fact, overall
wholesale volumes reached a historic high of 3.9 million units in the fiscal.
Fiscal 2024 marked the third year of consecutive growth in PV industry by recording 8% growth. This growth was
over a high base of fiscal 2023. During the year, the orderbooks of auto OEMs were further supported by a plethora
of launches in the growing UV (Utility vehicles) category, which had witnessed high traction, along with multiple
facelifts of existing models and easing semiconductor supplies that drove record sales in each quarter in fiscal 2024.
The overall wholesale volumes settled at ~4.2 million units in fiscal 2024.
During fiscal 2025, growth momentum of the industry continued, albeit at a slower pace, backed by the continued
traction for the SUV segment, intermittent launches and improvement in disposable income. On the high base of fiscal
2024, the industry grew ~2% in fiscal 2025 to hit a record 4.3 million units in fiscal 2025.
Outlook of the domestic PV industry (fiscals 2025 to 2030P)
The domestic PV industry grew at ~9% CAGR over fiscals 2020 to 2025 on a high base of fiscal 2020 despite the
pandemic hiatus led by significant traction for the SUV segment, increased vehicle launches, coupled with the entry
of new players. A relatively lower impact on disposable income of the upper middle class led to healthy growth in the
SUV segment, driving overall PV sales. In turn, the industry reached historic high sales of ~4.3 million vehicles in
fiscal 2025.
Despite healthy growth, car penetration, at 27 per 1,000 people in fiscal 2025, in India was still much lower than that
of global peers such as China, Mexico, Brazil as well as developed countries such as the United States, UK, Japan and
Korea. Thus, there is a lot of headroom for growth in the domestic market.
The Goods and Services Tax (GST) Council, in its 56th meeting held in September 2025, introduced significant
reforms to the automobile taxation framework, with direct implications for passenger vehicles. Effective 22 September
2025, the new structure popularly referred to as GST 2.0 simplifies the rate slabs and rebalances taxation across
different vehicle categories. The changes are designed to boost demand in mass-market segments, rationalise the
treatment of larger vehicles, and maintain incentives for electric mobility.
stinu
noilliM
CAGR FY20-25: 9.3%
222For the small car segment, which forms the backbone of India’s passenger vehicle market, the GST rate has been
reduced to 18%. This cut applies to petrol, LPG, and CNG cars with engines up to 1,200 cc and diesel cars with
engines up to 1,500 cc, provided the vehicle length does not exceed four metres. By reducing the tax incidence from
the earlier 28% (plus applicable cess), the government aims to improve affordability in the most price-sensitive
segment and revive demand momentum, particularly in the entry-level and compact SUV categories.
CRISIL Intelligence expects the macroeconomic scenario to support industry growth with GDP projected to grow at
a healthy pace between fiscals 2025 and 2030. India’s GDP growth is expected to outperform other major geographies
over the next five years at 6-7%. Inflation levels are also expected to remain subdued in the 3-5% range, which is
within the RBI’s target band. CRISIL Intelligence has assumed three years of normal monsoons within the five-year
outlook period and has considered positive momentum in rural demand. Fuel prices are also expected to remain near
steady in the next five years. These favorable macroeconomic factors are expected to support consumer disposable
income.
Besides macroeconomic factors continued government support in terms of policies as well as continued expenditure
and investments are expected to boost the industry. The favorable demographics are an added advantage for India and
expected to help propel the PV industry.
Additionally, OEMs are expected to continue to launch feature-rich competitively priced vehicles, aiding overall
demand growth.
The financing scenario is projected to remain favourable for the industry and lend further support amid expanding
financing reach and high loan to value (LTV) levels. Moreover, after multiple rate hikes in the past two years, a rate
cut of 100 bps in 2025 and a further rate cut is expected during fiscal 2026 to keep interest rates competitive in the
near term.
Changing market dynamics, including a younger consumer base, premiumisation, electrification, shorter replacement
cycles (four to five years currently vis-a-vis seven to eight years, a decade ago) will provide further impetus to demand.
Additionally, the government’s push for scrapping old vehicles (as per the government regulation vehicles above the
age of 15 years will be compulsorily scrapped) is expected to shorten replacement cycles and support demand.
Further, capacity expansion by players such as Maruti Suzuki, Hyundai, Tata Motors is expected to support growing
vehicle demand. Moreover, expansion of supporting infrastructure such as EV charging stations and CNG pumps will
also enhance the choice of customers in terms of powertrains.
CRISIL Intelligence expects domestic sales to grow at a 4-6% CAGR between fiscals 2025 and 2030 to 5.2-5.7 million
vehicles.
Outlook by industry segment
11.2% 9.8% 11.0% 11.0% 12.0% 12.2% 12.3%
27.7% 33.5%
41.1% 43.9%
51.2% 53.7% 57.8%
14.4% 10.9%
10.2%
10.5%
9.1% 8.7%
7.6%
46.7% 45.8%
37.6% 34.5%
27.7% 25.3% 22.3%
FY20 FY21 FY22 FY23 FY24 FY25 E FY30 P
Small cars Large cars UVs Vans
Source: SIAM, CRISIL Intelligence
2.7.1.2 Review of Indian domestic LCV industry (fiscal 2020-25)
Light commercial vehicles are vehicles with less than 7.5 tons of weight (GVW).
223Segment is majorly classified into two sections:
• Sub-one- ton (<2.0 GVW) which includes minitrucks such as Tata ACE
• Pick Ups – (2.0-3.5 tons): Pickups are light commercial vehicles (LCVs) suitable for small cargo loads such as
Mahindra Bolero and Tata Yodha. They are ideal for local deliveries and small business operations.
• Upper-end LCV (3.5-7.5 tons): ULCV are models with higher payload capacities, advanced features and better
comfort compared to the entry-level or basic LCVs, such as Eicher Pro 2049 and Tata 407 Gold SFC.
LCV segment, which includes goods carriers less than 7.5 tonnes, experienced a notable shift in its market share. In
FY19, LCVs accounted for 48% of total CV sales, supported by strong demand for last-mile delivery and urban freight
movement. However, as economic conditions deteriorated in FY20 and FY21, LCV penetration surged to 59% and
63%, respectively, as businesses prioritized smaller vehicles to maintain operational flexibility amid declining freight
availability.
The post-pandemic recovery in FY22 and beyond saw LCV market share gradually normalize to 55% in FY22, 53%
in FY23 and FY24 respectively, and rising slightly to 55% in FY25. This stabilization was attributed to robust
replacement demand, which was deferred due to economic challenges and the pandemic. However, LCV sales volumes
in FY25 suggest potential challenges due to higher fuel prices, financing constraints, and evolving fleet preferences.
Sales for LCV -Trend over the years
700
590-630
600 558 530-560
543
528
500
447 456
395
400
300
200
100
0
FY20 FY21 FY22 FY23 FY24 FY25 FY26P FY30P
Source: SIAM, CRISIL Intelligence
The Light Commercial Vehicle (LCV) sales declined by 3% in fiscal year 2025. Despite an increase in volume up for
replacement compared to past years, the general slowdown in economic activity put downward pressure on LCV sales.
Reduction in construction activity, along with subdued demand for last-mile delivery and e-commerce activity due to
declining urban spending and extended rainfall, impacted all three LCV subcategories: sub one tonne, pickup, and
ULCV. Limited financing options also led to a decline among individual owner-operated vehicles
Key trends among LCVs
The SCV segment now offers a wide range of products, covering various tonnages that cater to the needs of all types
of customers. Players have launched numerous products, especially over the past five years, to plug gaps in tonnages.
Also, availability of CNG options is expected to sustain volumes in this segment.
Pick-up sales to outpace sub-one tonne vehicles: smaller pick-ups have the combined features of mini-trucks and large
pick-ups. With their compact size, smaller pick-ups provide the last-mile support of mini-trucks and, owing to their
sdnasuohT
ni
stinU
FY20-25 CAGR: 3% FY25-30P CAGR: 2-4%
224power, can ply on inter-city routes like large pick-ups. They are better suited for niche applications (e.g., pick-ups are
more suitable to transport produce that requires cold storage). Furthermore, small pick-ups have superior cost
economics over mini-trucks as they can carry nearly 1.5 times the load of a mini-truck when overloaded, while costing
only 25% more.
Segment wise share
Thousand Units
34 48 61
36 33
30 331 319
232 252 310
225
180 140 171 193 176 156
FY20 FY21 FY22 FY23 FY24 FY25
Sub one tonne (0-2) Pick-ups(2-3.5) ULCV (3.5-7.5)
Source: SIAM, CRISIL Intelligence
Within the LCV segment, SCV (less than 3.5 tons) have a contribution of around 88% for FY25. Pickups have a share
of around 59% followed by Sub one tonne with 29% and ULCV having 12% share. Since FY23 ULCV has seen a
strong surge in demand and its share in LCV has doubled and pickups have remained stable at around 58-59%.
In fiscal 2026, the LCV segment is projected to grow by 1-2%, driven by increased economic and commercial
activities. This growth is driven by replacement volumes from healthy sales over fiscals 2017-19, the resumption of
government spending to usual levels, and increased construction and mining activity supported by a 9-11% higher
budgeted construction capex. Additionally, the lowering of repo rates and higher loan disbursements are expected to
contribute to this growth.
The sub one tonne segment is expected to witness lower growth due to the materialization of approximately 1.4 lakh
unmaterialized replacement volumes from fiscals 2016 to 2022, which were further delayed by the pandemic and
materialized in fiscals 2023 to 2025. Consequently, fiscal 2026 is projected to see a growth of 2-4% in this segment.
The pickup and ULCV segments are anticipated to grow by 4-6% and 14-16%, respectively, due to increased economic
and commercial activities.
Light commercial vehicle (LCV) demand is expected to grow at ~ 2-4% CAGR from fiscal 2025 to 2030.Though the
pickup market is expected to grow marginally lower than India’s GDP at 4-6% over next years with increase in
construction and commercial activity, the sub one tonne industry growth is expected to remain flat at a (1)-1% owing
to cyclicality in the industry.
2.7.1.3 Review of Heavy Commercial Vehicles industry
The domestic heavy commercial vehicle (HCV) industry experienced notable volatility in sales volumes over the past
few fiscal years, shaped by economic downturns, pandemic-induced disruptions, and a gradual recovery backed by
infrastructure spending and replacement demand.
In fiscal 2020, the HCV market contracted sharply to 224,000 units due to a downturn in economic activity and
weakened fleet demand. The situation worsened in fiscal 2021, with volumes falling further to 161 thousand units as
industrial activity slowed and fleet operators deferred capital expenditure amidst pandemic uncertainties.
However, the segment regained traction in fiscal 2022, recording a notable recovery to 241,000 units, driven by
improved freight availability and a gradual uptick in infrastructure projects. This positive momentum accelerated in
fiscal 2023 as sales rose significantly to 359,000 units, supported by strong replacement demand, rising freight rates,
and enhanced fleet utilization. Fiscal 2024 further built on this revival, with sales reaching 374, ,000 t units. This
growth was underpinned by robust infrastructure spending, better transporter margins, and fleet modernization
initiatives. Interestingly, the trend has plateaued in fiscal 2025, with volumes remaining flat at 374,000units. This
stability may indicate a maturing demand cycle, influenced by cautious expansion strategies and a possible saturation
in fleet replacement activity.
225The HCV industry comprises two primary segments: Intermediate, Medium & Heavy Commercial Vehicles (IMHCV)
and Buses. The IMHCV segment, which includes core freight carriers and heavy-duty applications, has historically
dominated industry volumes, accounting for over 90% of total sales during the fiscals FY20–FY22. Even during the
pandemic-induced slump, IMHCV volumes remained resilient due to their critical role in supporting freight movement
and infrastructure development.
While the Bus segment, catering to public and institutional transportation, saw a steep decline during the pandemic,
with volumes plunging from 40 thousand units in FY20 to a mere 7 thousand in FY21. This drop was largely attributed
to school closures, reduced inter-city travel, and lower demand in the public mobility space. However, a gradual
rebound began in FY22, and gained momentum in FY23–FY25, with sales improving to 66 thousand units in FY25,
supported by public transport services, growing demand for low emission buses (CNG and electric) demand in metro
and tier-2 cities, and fleet modernization initiatives.
Together, these segments reflect the broader recovery and shifting dynamics within the HCV market. While IMHCVs
continue to anchor industry with consistent demand from logistics and construction sectors, the improving
performance of the bus segment signals renewed traction in public mobility and institutional transport.
Fig: Review of Heavy Commercial Vehicles industry (in volume terms of sales)
Note:
1. IMHCV segment includes >=7.5 tonnage
Source: SIAM, CRISIL Intelligence
Segmental Trends
The domestic commercial vehicle industry has witnessed evolving dynamics across its core segments, particularly
between buses and IMHCV. While the IMHCV segment has historically dominated volumes, recent years have shown
a shifting trend shaped by infrastructure spending and public mobility programs.
The bus segment, which caters to public and institutional transportation, experienced a steep contraction in FY21 and
FY22, with its share plunging to just 5% of total sales volumes. This was largely due to pandemic-induced disruptions
in public mobility, school closures, and a sharp fall in inter-city travel demand. From a relatively healthy 18% share
in FY20, the segment remained subdued as fleet renewals and new orders were widely deferred.
On the other hand, the IMHCV segment comprising core freight carriers and heavy-duty applications has remained
the mainstay of the domestic CV market. Even during the pandemic slowdown, IMHCVs maintained a commanding
share of 95% in FY21 and FY22, reflecting their critical role in freight logistics and infrastructure support.
A notable rebound began in FY23, with the bus segment improving to 11% amid resumed state transport undertakings
(STUs) tenders, school reopening, rising demand for electric and CNG buses in metro and tier-2 cities, and increased
226intercity travel. This positive momentum continued, and the bus segment share rose further to 14% in FY24 and
regained the 18% level in FY25. Meanwhile, IMHCV share moderated slightly to 86% in FY24 and 82% in FY25,
though it remained the primary contributor, driven by sustained replacement demand, strong traction in e-commerce
logistics, and government investment in roads and highways.
The trajectory suggests optimism in the bus segment, supported by urban mobility initiatives, increased government
focus on electrification and improving utilization levels, while IMHCVs continue to anchor the industry on the back
of freight-led economic activity.
Fig: Segment-wise share in domestic industry (in volume terms of sales)
Thousand 224 161 241 359 374 374
units
82% 89% 86% 82%
95% 95%
18% 11% 14% 18%
5% 5%
FY20 FY21 FY22 FY23 FY24 FY25
Buses IMHCV
Note:
1. HCV segment includes >=7.5 tonnage.
2. Buses segment includes only IMCV buses
3. All percentages have been rounded off.
Source: SIAM, CRISIL Intelligence
Outlook for Indian Commercial Trucks industry
Commercial truck industry, encompassing Medium and Heavy Commercial Vehicles (MHCV) and Tippers, has
witnessed a fluctuating yet resilient performance in recent years. Fiscal 2025 growth was moderated, reflecting the
impact of economic headwinds and supply-side challenges.
The segmental dynamics of the commercial trucks industry highlight a transition toward a more balanced fleet mix,
with MHCVs recovering and tippers maintaining steady demand. The sustained push for infrastructure development,
increased logistics digitization and policy-driven fleet modernization are expected to shape the segment-wise trends
in the coming years.
Looking ahead, the commercial truck industry is expected to record a steady growth trajectory with a projected CAGR
of 2-4% from FY25 to FY30. Fiscal 2026 may witness a marginal slowdown, due to short-term economic uncertainties
and a potential dip in pent-up replacement demand. However, MHCVs and tippers are likely to remain resilient, backed
by continued infrastructure momentum.
Medium & Heavy Commercial Vehicles Set to Thrive in the Coming Five Years
The MHCV industry is expected to grow significantly, with a compound annual growth rate (CAGR) of approximately
2-4% projected from fiscal year 2025 to fiscal year 2030.
Long-term MHCV sales are likely to be driven by several factors, including the country's improving industrial activity,
consistent agricultural output, and the government's continued emphasis on infrastructure development. However,
volume growth may be limited due to efficiencies gained from the implementation of the Goods and Services Tax
(GST), the development of improved road infrastructure, and the commissioning of the dedicated goods corridor
(DFC). Nonetheless, the industry remains on a promising growth trajectory in the coming years.
Over the next five years (fiscal 2025-2030), industry GVA is expected to be robust, driven by the government's
emphasis on "Make in India." Moreover, improvement in infrastructure and higher expected corporate expenditure is
227likely to support the capex cycle going forward post-fiscal 2024. India's ambitious infrastructure development plans,
including the Bharatmala Pariyojana and Sagarmala programs, are expected to drive commercial vehicle demand
during fiscal 2025 to fiscal 2030, as the resulting increase in construction and logistics activities boosts demand for
heavy and medium commercial vehicles.
Segment wise Outlook for IMHCV industry (FY25-FY30)
The IMHCV (Intermediate and Heavy Commercial Vehicle) industry is expected to register moderate growth with a
compound annual growth rate (CAGR) of 2–4% over fiscal 2025 to fiscal 2030.
Goods Vehicle (IMHCVs):
The medium and heavy commercial goods vehicle segment is projected to grow steadily from 307 thousand units in
FY25 to 353–360 thousand units by FY30, driven primarily by the country's improving industrial activity, consistent
agricultural output, and continued government emphasis on infrastructure development. Key enablers include the
Goods and Services Tax (GST), improved road infrastructure, and the dedicated freight corridor (DFC). These
developments will facilitate smoother logistics, boosting freight movement and, in turn, vehicle demand. Moreover,
government initiatives such as Make in India, Bharatmala Pariyojana, and Sagarmala are likely to stimulate
commercial vehicle demand as construction and logistics activities rise. While growth is expected, operational
efficiencies and policy-driven constraints may temper volume escalation.
Passenger Vehicle (Buses):
The buses industry is expected to register moderate growth with a compound annual growth rate (CAGR) of 2–4%
over fiscal 2025 to fiscal 2030.
The bus segment is anticipated to expand modestly from 66 thousand units in FY25 to 76–78 thousand units by FY30.
Growth is expected to be gradual as state transport undertakings (STUs) and private operators incrementally replace
aging fleets and respond to growing urban and intercity transportation needs. The segment may see further momentum
through central and state-led procurement schemes, with a stronger push for cleaner public transport. However, due
to slower penetration of electric buses outside STUs and higher acquisition costs, growth may remain modest
compared to goods vehicles.
Overall, while the IMHCV industry’s trajectory will remain positive across segments, goods vehicles will lead to
absolute growth owing to their critical role in supporting infrastructure and industrial expansion, while buses will
grow steadily, supported by gradual electrification and public sector purchases.
Fig: Segment wise Outlook for IMHCV industry (FY25-FY30) (in volume terms of sales)
353-360
307 313-320
66 67-69 76-78
FY 25 FY26P FY30P
Note:
1. HCV segment includes >=7.5 tonnage.
2. Buses segment includes only IMCV buses
3. P: Projected.
stinU
dnasuohT
CAGR: FY25-FY30P 2-4%
Buses IMHCV
228Source: SIAM, CRISIL Intelligence
2.8 Key challenges faced by roads sector in India
2.8.1 Issues and challenges for roads sector
Given the share of roads in the overall transport of goods and passenger traffic, it is critical to develop the roads sector.
Although the government has been continuously making efforts to give a fillip to the sector, several issues and
challenges hamper the pace of development.
2.8.2 NHAI trying to reduce risks associated with BOT projects through changes in MCA
In order to improve private participation via the BOT-toll mode, NHAI and the ministry introduced changes to the
BOT MCA, aimed at addressing key issues such as land acquisition, revenue assessment in case of traffic shortfall
and stuck projects. Key amendments to the MCA are as below:
2.8.2.1 Land acquisition
• Minimum 90% right of way before issue of appointed date as against 80% earlier, providing more comfort to
lenders and developers
• Balance 10% to be granted within 180 days of appointed date, else it would be removed from the scope of work.
Automatic de-scoping clause would enable the developer to receive PCOD/COD on the completed stretch and
start tolling
• Termination clause if appointed date is not received within one year of concession signing date
2.8.2.2 Traffic risk
• Revenue assessment of project to be done every five years instead of 10 years (or once in a life time of a project)
earlier. In case of traffic either exceeding or seeing a shortfall from the target traffic, the concession period would
be adjusted accordingly, providing more comfort to lenders and developers
Stuck projects
• In case the project has not achieved COD one year post its scheduled completion date, the project will be mutually
foreclosed, and the authority will pay the concessionaire an amount equal or lower of:
90% of the debt due less insurance cover and
Value of work done
This will prevent dragging of projects that would lead to time and cost overruns, which was witnessed in the earlier
BOT era.
2.8.3 Subdued private participation due to limited financial flexibility witnessing strong revival
Funding constraints and financial stress have thwarted the pace of development in the roads sector. The PPP model
for road construction and development acted as a catalyst and provided an impetus to the sector’s growth. During
fiscals 2008-2012, of the total 10,600 km of national highways completed under the National Highways Development
Programme, 50% was funded through the BOT-toll model and 10% through the BOT-annuity model. Rise of PPP in
the roads sector has also had some adverse effects. Period of 2007 to 2011 was considered to be the golden age for
PPP in the roads sector, wherein the road developers bid aggressively to bag more BOT-toll projects.
In the subsequent years, developers faced viability issues with projects. Issues pertaining to subdued financing, lower
traffic, high gearing ratio and delayed execution have stressed their balance sheets. Bidders for PPP toll projects have
become limited on account of the said issues. This led to a rise in EPC contracts, but the quality of roads constructed
has been usually poor as the EPC contractor has no stake in the roads once these are constructed and handed over to
the government. Further, maintenance of roads has been poor after handover to the government, since there is no
proper accountability on quality in case of state-owned roads. In case of PPP projects, the developer ensures that the
roads are in a good condition for a longer period of time, i.e., the concession period. In the recent years, private
participation has revived with the introduction of the HAM model in 2016 and the subsequent favourable changes to
the concession agreements in 2020 for the HAM and BOT model.
2292.8.4 Delays in project execution and resultant cost overruns
Delays in project execution have posed a major hurdle in the development of the roads sector. Delays lead to significant
cost overruns, which lower returns for developers as well as adversely affect their debt-servicing ability. Reasons for
delays are numerous and include:
• Issues in land acquisition
• Environmental clearances
• Forest clearances
• Railway clearances
• Shifting of utilities, religious structures and encroachments
It is observed that the duration of delay and cost escalation are on the higher side for projects involving interstate road
construction owing to the involvement of different state agencies. NHAI is working towards fast-tracking the
resolution of these issues and has established conciliation committees, which target at settling arbitration disputes
within 18-20 months (Arbitration Act - amendment in 2019). As per the April 2022 press release, 251 cases have been
referred to CCIE and claims worth Rs 387.4 billion have been settled for an amount of Rs 130.6 billion.
2.8.5 Hurdles in bank funding for road projects
Banks are reluctant to fund road sector projects as they are close to the sector exposure limits. Moreover, to ensure
delays because of land acquisition do not hinder the progress of a project, they demand 80-100% of the land to be
available with the developer at the time the project is awarded. Given the dependence of infrastructure projects on
banks for funding, the projects are unable to take off owing to such funding constraints.
Moreover, the stretched working capital cycle in the core construction business of many entities has also strained their
liquidity position and increased their dependence on borrowed funds. The operating margins of several road
contractors came under pressure because of rising commodity prices (in case of fixed-price contracts) and idling of
capacities since execution could not begin on many new projects.
2.8.6 Reluctance to pay toll
Indians have not yet completely accepted the importance of toll for road construction and improvement of service
delivery. Also, appeasement of people through provision of subsidies has been a major tool for reaping political gains
in the country. There have been several instances of people, backed by political groups, opposing toll plazas. Such
instances have not only affected the sentiment of road developers, but also service delivery within the sector.
2.8.7 MoRTH Amendments to BOT (Toll) MCA
In March 2024, the Ministry of Road Transport and Highways (MoRTH) introduced key amendments to the Model
Concession Agreement (MCA) for BOT (Toll) highway projects to revive private sector interest and reduce financial
risk. One of the most significant changes is the enhancement of construction and equity support, where the combined
support has been increased from the earlier limit of 10% to up to 40% of the total project cost. This support is to be
disbursed in ten equal instalments, aligned with construction milestones, thereby improving liquidity during the project
execution phase. The objective is to ease cash flow constraints typically faced by concessionaires and enhance the
financial viability of BOT projects.
Additionally, a new buy-back clause has been introduced, aimed at addressing the risks associated with traffic
exceeding the design capacity. Under this clause, if traffic levels exceed the design capacity in any two out of three
consecutive financial years, NHAI has the option to terminate the concession and buy back the project. The
compensation in such a case would be the higher of two benchmarks: either 80% of the average monthly toll multiplied
by 75% of the remaining concession period (after deducting major maintenance provisions), or the termination
payment as per the indirect political event clauses in the MCA. This provision creates a structured exit mechanism for
concessionaires and ensures that projects remain sustainable even in high-traffic growth scenarios.
These measures are aimed at de-risking BOT (Toll) projects, making them more attractive for developers, and ensuring
timely execution through greater financial predictability. The amendments reflect the government’s commitment to
reviving public-private partnerships in road infrastructure and are expected to lead to increased participation from
private developers and institutional investors.
Recent changes to eligibility criteria of EPC & HAM project
230The Government of India has recently tightened the eligibility norms for both EPC and HAM projects in the roads
sector, with the objective of improving project execution quality and ensuring that only financially and technically
capable players participate in bidding. For HAM projects, the minimum net worth requirement has been increased
from 15% to 20% of the estimated project cost, while the net worth requirement for consortium members has been
raised from 7.5% to 10%. Further, bidders are now required to demonstrate completion of similar works equivalent to
35% of the estimated cost of one project or 25% of two projects, compared to lower thresholds earlier. Importantly,
the available net worth of developers will now be adjusted for existing commitments, with 20% of the balance value
of ongoing PPP projects deducted from their financial capacity, to ensure bidders are not overstretched.
In the case of EPC projects, the minimum net worth requirement has been doubled to 10% of project cost, and the
turnover requirement has been raised to 20% from 15% earlier. Experience requirements have also been tightened,
with clearer definitions of “similar work” and stricter conditions for specialised assets such as tunnels, bridges, and
ROBs. Additionally, the definition of highways for qualification purposes has been refined, with sectors like metro
rail, ports, and railways excluded from the core sector classification for EPC and HAM bids.
2.9 Institutional framework for roads
In January 2015, the government replaced the Planning Commission with the National Institution for Transforming
India (NITI) Aayog – a multi-tiered structure, providing strategic and technical advice to the central and state
governments. At the central government level, several line ministries handle transport planning, coordination and
policy-setting, and NITI Aayog coordinates the entire effort.
Roads sector - Institutional arrangement at the central and state levels
231NITI Aayog
(Overall policy framework, overall
integration, approval plans)
MoRTH MoRD
(Release and allocation of funds for (Release and allocation of funds for
development and maintenance of development and maintenance of
national highways) rural roads)
Central level
Road
department
NHAI
(NHDP implementation, Planning, policy, and Secretary
operations, and maintenance) budgeting (Panchayat
Raj)
State PWDs for roads
State PWDs for roads -
(Construction and Panchayati Raj
NH wing
maintenance of state engineering debt
(Construction and State level
and rural roads [For (Construction and
maintenance of NH)
some state]) maintenance of
rural roads)
Road Development Corp
(Construction, maintenance, and operation of
roads)
At the central level, NITI Aayog, in consultation with the MoRTH and Ministry of Rural Development (MoRD), is
responsible for the overall policy, programme development, and resource planning of rural roads. The MoRTH's duties
relate to drawing up policies on road transport and development and the maintenance of national highways.
The National Highways Authority of India (NHAI) is responsible for the implementation, operation and maintenance
of national highways. It was constituted and operationalised in February 1995 and was given the status of an
autonomous corporate body under the control of the road transport ministry. However, the central government has
powers to divest the NHAI of its responsibilities.
At the state level, the overall policy, programme development and resource planning are carried out by the state
planning cell in consultation with the centre (NITI Aayog) and state ministry of roads.
The National Highways and Infrastructure Development Corporation (NHIDCL) was incorporated in July 2014. The
NHIDCL is a fully-owned company of the MoRTH. Its mandate is to design, build, operate and maintain national
highways and roads in the north-eastern region and other parts of the country that share international boundaries with
neighbouring countries.
At the state level, state public works departments (PWDs) and road development corporations are responsible for
implementing, operating, and maintaining state highways, major district roads and rural roads in some states.
The MoRD is responsible for policy development, as well as monitoring and coordination of rural roads. Apart from
state PWDs, the Panchayati Raj ministry also constructs and maintains rural roads. Allocation for the Pradhan Mantri
Gram Sadak Yojana (PMGSY), which is focused on rural roads, is provided by the MoRD.
2322.10 Policy framework for road sector
2.10.1 Recent policy reforms provide a significant push to the sector
2.10.1.1 Key policy measures to boost private participation
In March 2024, MoRTH issued a comprehensive update to the Model Concession Agreement (MCA) for BOT (Toll)
projects, introducing several key reforms to strengthen risk allocation and streamline project execution. First, to ensure
timely project commencement, the timeframe for land acquisition clearances in forest or sanctuary areas was
tightened—reducing the right-of-way approval period from 240 days to 180 days. If project implementation is delayed
due to failure in appointment of a concessionaire within 90 days of signing, NHAI is obligated to compensate the
contractor at 1% of the total project cost for each day of delay. Furthermore, any delay extending 90 days beyond the
scheduled completion date renders the concessionaire ineligible to bid on future projects until completion.
The amendment also enhances performance guarantees and defect liability: the defect liability period was extended
from 4 to 10 years. Additional performance security can be required in response to circumstances like
underperformance or project slippage. Notably, interest rates on mobilisation advances payable to the authority have
increased, while concessionaires are no longer allowed retention of mobilisation advance against parent company bank
guarantees—shifting working capital risks more squarely onto developers.
Additional clauses address termination and dispute resolution. Concession termination due to “deemed delay” or force
majeure now imposes stiffer compensation obligations, and the definition of “Change in Ownership” limits equity
dilution. An escrow mechanism has also been strengthened, mandating irrevocable payment instructions to cover tax,
O&M, debt servicing, concession fees, and dam age claims in a prescribed waterfall structure—ensuring priority
servicing of project obligations.
These reforms, calibrated after extensive stakeholder consultations, aim to enhance accountability, protect public
investments, reduce developer liability, and facilitate smoother execution of BOT‑Toll projects. Overall, the March
2024 MCA amendments mark a significant recalibration of risk and performance standards in India’s highway PPP
framework.
To encourage and facilitate private sector investment and participation in the roads sector, the central government, via
its respective authorities, has undertaken certain policy measures and provided certain fiscal incentives within the
sector. The most significant policy reforms in recent times are discussed below.
2.10.2 Amendments to the EPC model concession agreement (MCA)
The key changes are as follows:
• Right of way: Deadline reduced from 240 days to 180 days for approval/ clearances for areas under forest or
sanctuary
• If the appointed date is not received within 90 days of signing the agreement, the contract may be terminated, the
authority will pay contractor damages = 1% of the contract price to the contractor for each day of delay
2.10.2.1 Impact
• The authority’s obligations increased to enable quicker land acquisition
• Developer’s working capital needs increased, also responsible for timely project completion
2.10.3 Introduction of the hybrid annuity model (HAM) in 2016
The broad outline of the new model of operation is as follows:
• Of the total project cost, 40% is to be funded by the government, and the balance 60% is given during operations.
• The project cost will be linked to inflation
• Construction support is to be disbursed in five equal instalments of 8% each, and the timing of each such payment
will be linked to the percentage of project cost spent by the concessionaire
2.10.3.1 Impact of the model
• With land being acquired and other clearances already in place before the appointed date, construction risk is
expected to be lower
233• Lenders will be assured a steady stream of inflows as traffic risk will be borne entirely by the government
• Low risk and lower capital requirements are expected to attract private players, as well as bankers, towards these
projects and gradually help increase private participation in the sector
2.10.4 Exit policy
On August 26, 2015, the Cabinet Committee on Economic Affairs (CCEA) amended its earlier approval dated May
13, 2015, to allow 100% equity divestment after two years of completion for all BOT projects, irrespective of the year
of award. The earlier policy allowed such divestments only for projects awarded prior to September 30, 2009. While
the earlier policy allowed the funds obtained through such divestments to be used only for the completion of the
concessionaire/promoter's other pending BOT road projects, the new policy allows the proceeds to be used to complete
any highway project, any power sector project, or also to retire debt in any other infrastructure project. The exit policy
has been changed to six months for HAM projects during construction period and remains as two years for BOT
projects as per the latest MCA changes in 2020.
2.10.4.1 Impact
This move will help close stake sale transactions announced in the last one year and help free up developers’ capital,
which can be used to repay debt or invest in new projects.
2.10.4.2 NHAI fund infusion
On May 13, 2015, the CCEA permitted the NHAI to infuse funds in projects stuck in advanced stages of completion.
Below are the broad contours of the policy announced:
• Government to look at one-time fund infusion for installed projects where 50% work has already been done
• The NHAI to have the first charge on toll revenue
2.10.4.3 Impact
This policy will improve developers' cash flows through toll collections and also their debt servicing ability. However,
as the NHAI will have the first charge on receivables, lenders are hesitant to allow such a fund infusion. Hence, this
policy may not have a significant impact in the near future.
2.10.5 Payment of 75% of arbitration claims
In August 2016, the ministry introduced a policy with regard to the payment of 75% of arbitration claims to the
concessionaires. According to the policy, if an arbitration claim has been awarded in favour of a private concessionaire
in a lower court/tribunal and the government agency has appealed against it in a higher court/tribunal, then the private
player can receive 75% of the claimed amount. It will have to provide the authorities a bank guarantee of an equivalent
amount to the government agency.
As per PIB’s publication dated 14th, October 2023, Union Minister for Road Transport and Highways, Shri Nitin
Gadkari, held a High-Level meeting with the National Highway Builders Federation to resolve their issues. It was
agreed that implementation of Vivad Se Vishwas II Scheme be taken in a campaign mode with a target to settle all
eligible claims. NHBF was requested to ensure that all contractors file their claims by 25th October 2023.
The Vivad se Vishwas Il (Contractual Disputes) Scheme of Department of Expenditure, Ministry of Finance,
Government of India contains detailed procedure / modalities to arrive at the settlement amount that shall be offered
to the contractors and where the claim amount is Rs.500 crore or less, procuring entities will have to accept the claim,
if the claim is in compliance with the guidelines. In case the claim is more than Rs.500 crore, then the decision of not
accepting the request for settlement from the contractor should be done after recording the reasons with the approval
of the competent authority. The claims are to be submitted by 31.10.2023 through GeM portal.
The extant guideline is applicable to disputes of all such cases where the award has been passed by the court/tribunal
is for monetary value only and the award of the Arbitration is issued up to 31.01.2023 or Court Award is passed up to
30.04.2023.
Secretary for Ministry of Road Transport & Highways, Shri Anurag Jain said that Vivad se Vishwas Il Scheme has
been formulated to clear backlog of old litigation cases. He said the scheme will help in freeing up locked working
capital and stimulate fresh investments.
234As per PIB’s publication dated 08th February 2024 regarding updates of Vivaad se vishwash II scheme, by February
5, 2024, 120 applications have been received, with 56 applications accepted and settlement offers extended, and 43
offers accepted by contractors. However, 7 applications have been rejected. The scheme's deadline for application
submission is March 31, 2024, with extended cut-off dates provided for certain cases.
2.10.5.1 Impact
This policy will help private players facing financial problems and having substantial claims pending with the NHAI.
It is expected to help kick-start stalled projects on account of fund infusion by developer and provide some relief to
lenders because of loan repayment.
2.11 Overview of PPP framework and models in operations
PPP is an arrangement between a government/statutory entity/government-owned entity and a private sector entity for
the provision of public assets and/or public services through investments made and/or management undertaken by the
private sector entity for a specified period of time. In this arrangement, allocation of risk between the private sector
and the public entity is defined well. The private entity receives performance-linked payments that conform with (or
are benchmarked to) specified and pre-determined performance standards, measurable by the public entity or its
representative.
For broad-based and sustainable growth, the government recognises the need to engage with the private sector through
a PPP framework to achieve the following objectives:
• Harness private sector efficiencies in asset creation, maintenance and service delivery
• Focus on a life-cycle approach for project development, involving asset creation and maintenance over its life
cycle
• Create opportunities to bring in innovation and technological improvements
• Enable affordable and improved services to users in a responsible and sustainable manner
While the preferred form of the PPP model is one in which ownership of the underlying asset remains with the private
entity during the contract period, and the project is subsequently transferred back to the public entity on contract
termination, the final decision on the form of PPP is taken using the value-for-money analysis.
The types of construction contracts based on price risk are as follows:
Fixed-price contracts: These contracts state the fixed fee or payment (per unit output or whole project) the
contractor receives on completion of a contract. The contractor bears the risk of a rise in cost during the construction
period. Certain pass-through of higher cost may be allowed in some projects.
Cost-plus contracts: These are contracts in which the contractor is entitled to receive a fixed surplus over the project
cost borne. The surplus given to the contractor can be in the form of a fixed percentage over cost or a pre-decided fee
over cost. Therefore, any increase in cost of the project, during the construction phase, is passed on to the client.
The types of contracts based on scope of execution are as follows:
2.11.1 Item rate contract
These are fixed-price contracts, where the concerned authority provides the detailed design and the estimated quantity
of materials. A project is divided into several sub-activities, for which the item-wise quantity of input material to be
used is specified in a document called bill of quantities. Bids are invited for the price of each construction activity
based on the items specified. As the aggregate of bid amounts form the total project cost, the lowest bidder wins the
project. The bill of quantity document may state the quantity of items such as cement, girders, electric boards, wires,
etc, to be used, against which the bids are invited.
2.11.2 Lump-sum turnkey (LSTK) contract
LSTK is a fixed-price contract in which the contractor fixes a lump-sum fee based on the specific project requirements.
The client states the project specifications with respect to designs, drawings, technical stipulations, quality of raw
material, etc, based on which the contractor provides bids, stating a lump-sum fee for execution.
2352.11.3 Design and build contract
In this type of a contract, the authority does a conceptual study of the project to be awarded and specifies the technical
output details based on which the specifications of the project are decided. The developer has to undertake the detail
designing and execution of these projects. EPC and BOT are design and build models.
A few operational models:
I. BOT-toll/-annuity/-hybrid annuity model (HAM)
II. EPC
III. Toll collection
IV. Operate, maintain and transfer (OMT)
V. Toll, operate and transfer (TOT)
Electronic toll collection (ETC) is a strategic focus area for regulatory and administrative bodies involved in the
process of toll collection. It presents several advantages such as limiting toll leakages, reducing the waiting time for
vehicles, and improving overall traffic flow at toll plazas. In the future, this may result in significant changes in toll
collection operating procedures, followed in all the PPP models.
Types of PPP models
Traffic risk
Net cash Revenue for
Type of Development Financing and accrual Concession Award
Description outflow for the private
project risk risk of toll fee period criteria
government party
collection
BOT-toll Private party builds Concessionaire ConcessionaConcessiona Yes Toll 20-30 years Highest
the road, undertakes ire ire (in the form of for the revenue
O&M and collects grant/equity NHAI** sharing
toll support) and other bid/highest
authorities premium/
lowest equity
support
BOT- Private party builds Concessionaire ConcessionaAuthority Yes, net Annuity 15-20 years Lowest
annuity the road, undertakes ire payment to be payment for the annuity
O&M* and collects made is the NHAI and
annuity from the difference other
granting authority between the toll authorities
collection and
the annuity
payable
BOT-HAMP rivate party builds Concessionaire ConcessionaAuthority 40% during Construction Around 15 Lowest project
the road, undertakes ire construction grant plus years of cost plus
O&M. Gets 40% of and 60% as annuity operations O&M cost
payment during semi-annual payments, plus
construction and 60% annuity along interest on additional
as annuity along with with interest, annuities, construction
interest net of toll inflation- period
collected indexed
O&M
payments
EPC Private party builds Concessionaire Authority Authority Yes Contract Not required Lowest
the road, based on the amount contract price
cost incurred by the requested
government
OMT Private party collects No ConcessionaConcessiona No Toll Up to nine Highest % of
toll, and undertakes development ire ire years for toll revenue
O&M and major risk except NHAI share or
maintenance minimal risk in projects highest
case of paved premium per
shoulders year
Tolling Private party pays the No ConcessionaConcessiona No Toll One year for Highest
estimated toll upfront development by ire ire NHAI revenue-
to the authority and tolling projects sharing bid
collects it during the contractor
concession period
236Traffic risk
Net cash Revenue for
Type of Development Financing and accrual Concession Award
Description outflow for the private
project risk risk of toll fee period criteria
government party
collection
TOT Private party pays an Authority (in ConcessionaConcessiona No Toll 15, 20, 30 Highest
upfront bid case ire ire years# upfront
concession fee upgradation of payment
(summation of NPV lanes is taken
of free cash flow up during the
based on concession
concessionaire period)
estimates) to the
authority, undertakes
O&M plus certain
capex and collects the
toll during
concession period
Note: Development risk refers to construction risk in developing a road project
*Operations and maintenance
** National Highways Authority of India
#As per TOT bundles of NHAI in 2021-22
Source: CRISIL Intelligence, NHAI
2.11.4 BOT
BOT contracts are typically PPP agreements wherein a government agency provides a private player the rights to
build, operate and maintain a facility on public land for a fixed period, after which the assets are transferred back to
the public authority.
Funding for the project is arranged by the concessionaire through a mix of equity and debt from banks and other
financial institutions. Under the basic BOT mode, the concessionaire charges a fee to the users of the project/facility
and may either transfer the entire user fee collected to the authority or may retain the entire amount as
revenue. BOT contracts are, therefore, classified into the following types:
• Annuity-based contract: Underthis contract, the concessionaire is responsible for the construction and
maintenance of the project during the concession period. Variability in user fee gives rise to revenue risk, which
is borne by the authority. However, the concessionaire generates revenue through fixed annuity payments received
from the authority over the concession period. Since this annuity payment is a cost to the authority, the contract
is awarded to the lowest bidder. Tolls charged under these contracts are generally regulated by a policy or a public
agency.
• Toll-based: Under this model, too, the concessionaire is responsible for the construction and maintenance of the
project, after which the project’s ownership is transferred to the public authority. However, the toll collected is
retained by the concessionaire and not transferred to the authority. Therefore, the concessionaire bears the revenue
risk during the concession period. As in BOT annuity-based projects, toll charged under these contracts is
generally regulated by a policy or a public agency.
• HAM: This is a mix of EPC and BOT (annuity) models. In this model, the project cost is shared between the
authority and the concessionaire in a 40:60 ratio. This model aims to lower the financial burden on the
concessionaire during the project implementation phase. Compared with EPC projects, the shift to HAM will also
ease cash flow pressure on the NHAI. It will lower project risk for developers because the NHAI will bear the
risk of traffic volume and the developer earns through fixed annuity payments. It will also help developers
participate in more projects given that equity contribution per project will now be lower. This model will also
encourage banks to lend to road projects because of the NHAI’s involvement. HAM was approved by the Cabinet
Committee on Economic Affairs on January 27, 2016.
2.11.5 Viability gap funding (VGF)
VGF means a grant, one-time or deferred, provided to support infrastructure projects that are economically justified
but fall short of financial viability. The VGF scheme was launched in 2004 to support PPP projects. It was a method
used by the government for awarding a few BOT projects. Projects generally expected to have traffic numbers
insufficient to compensate the costs to the developer were provided an additional grant from the government for
execution. The bidder who used to quote the lowest grant used to be awarded the project. The number of projects
which got such a grant fell from a high of 23 in fiscal 2010 to only two in fiscal 2016, and no projects in fiscal 2017.
Up to fiscal 2012, the rise in the bidding aggression led to a fall in the number of projects receiving VGF. Over fiscals
2372013-15, the NHAI’s awarding fell drastically. Since fiscal 2016, a majority of the projects awarded by the central
government have been on an EPC basis.
In the recently developed HAM model, which in a way is VGF, the government provides 40% of the total cost incurred
by the developer during the construction period itself.
2.11.6 EPC
EPC contracts are fixed-price, wherein the client provides conceptual information about the project. Technical
parameters, based on the desired output, are specified in the contract. The contractor undertakes the responsibility of
designing the project either through an in-house design team or by appointing consultants. Unlike item rate and LSTK
( Lump Sum Turnkey) contracts, the contractor is allowed to innovate on the project design. Based on these designs,
the contractor draws up cost estimates and accordingly bids for the project.
EPC contracts
Owner
EPC contractors
Specialised
Vendors Contractors Site services
Process
Source: CRISIL Intelligence
2.11.6.1 Key Metrics for EPC Companies in India’s Road Infrastructure
Reviewing the performance of road infrastructure EPC (Engineering, Procurement, and Construction) companies in
India requires a comprehensive analysis of their operational and financial health. Here's a breakdown of the key
metrics that are considered:
2.11.6.2 Operational Metrics
These metrics provide insight into the company's core business activities and its ability to execute projects efficiently.
1. Order Book
• Order Book Value: The total value of unexecuted contracts a company has on its books. A healthy and growing
order book indicates future revenue visibility.
• Order Book to Revenue Ratio: This ratio, often expressed as a multiple (e.g., 2.5x), compares the order book to
the company's last fiscal year's revenue. A higher ratio suggests strong revenue visibility for the coming years.
• Order Inflows: The value of new contracts secured during a specific period. Analyzing the trend in order inflows
(e.g., quarterly or annually) helps to gauge the company's success in bidding and winning new projects.
• Order Diversification: Assess the mix of orders, not just by value but also by sector (e.g., roads, railways, water
supply) and geography (domestic vs. international). Diversification can mitigate risks associated with a slowdown
in a particular sector.
2. Project Execution & Capacity
• Pace of Execution: This can be measured by the rate at which projects are completed. For road projects, this might
be expressed in kilometers per day.
238• Execution Capacity: Evaluate the company's ability to take on and successfully complete its order book. This
involves assessing its equipment base, technical expertise, and manpower availability.
• Sub-contracting: The extent to which a company relies on sub-contractors for project execution. This can impact
margins and project control.
• Project Timelines & Delays: Track the on-time completion of projects. Delays can lead to cost overruns and
financial penalties.
3. Bidding and Competition
• Bidding Strategy: Understand if the company is engaging in aggressive bidding to win orders, which could
potentially lead to lower-margin projects.
• Margin on Orders: While challenging to pinpoint precisely, analysts often try to understand the potential
profitability of new orders to determine if a company is sacrificing margins for growth.
2.11.6.3 Financial Metrics
These metrics provide a snapshot of the company's financial health, profitability, and balance sheet strength.
1. Profitability
• Revenue Growth: The year-over-year or quarter-over-quarter increase in a company's revenue. This is a primary
indicator of growth.
• EBITDA (Earnings Before Interest, Taxes, Depreciation, and Amortization) Margin: A key measure of
operational profitability. This shows how much profit a company makes from its core business operations.
• Net Profit Margin: The percentage of revenue that translates into net income.
2. Financial Position & Liquidity
• Working Capital Cycle: The time it takes for a company to convert its working capital (raw materials, inventory,
etc.) into cash. A longer cycle can strain finances.
• Total Outside Liabilities to Tangible Net Worth (TOL/TNW): A measure of a company's leverage. A lower ratio
indicates a stronger balance sheet.
• Debt-to-Equity Ratio: This shows the proportion of debt a company uses to finance its assets relative to the value
of its shareholders' equity. A lower ratio is generally more favorable.
• Cash Flow from Operations (CFO): A positive and growing CFO indicates that the company's core operations are
generating enough cash to fund its business.
3. Project-Specific Financials
• Funding Requirements: Assess the company's need for both fund-based (e.g., loans) and non-fund-based (e.g.,
bank guarantees) limits to support its projects.
• Working Capital Requirements: The capital needed to manage day-to-day operations, especially given the
typically long gestation periods and payment cycles in infrastructure projects.
• Raw Material Costs: Since raw materials like steel and cement constitute a significant portion of project costs,
fluctuations in their prices can directly impact a company's margins, especially on fixed-price contracts.
2.11.7 Toll collection
Toll collection, as a separate business model, evolved in 2009. Under this model, the authority invites bids from private
players to collect toll on roads constructed under the EPC and BOT-annuity models. It is used for short-duration
projects, typically lasting 12 months. The private player with the highest bid is awarded the project. The user fee is
pre-determined by the contracting authority. The right to collect user fees during the concession period lies with the
private player. A contract of this category involves negligible to minimal road construction and maintenance.
239Along with the NHAI, state authorities, municipal bodies and developers are also outsourcing toll collection to private
players to recognise revenue upfront. Toll management companies recover their investments and make profits from
toll receipts. A typical bidding process adopted by the NHAI and state authorities has been outlined below.
2.11.8 NHAI’s bidding process
The NHAI introduced the operate-maintain-transfer (OMT) model for roads in India, and has awarded the maximum
number of OMT projects. The bidding process specified by the NHAI for awarding OMT projects is as follows:
NHAI awards OMT projects under a two-stage process: qualification stage and bid stage
1. Qualification stage
• The NHAI solicits applicants’ qualifications through the request for qualification (RFQ) document, for a prefixed
number of OMT projects and road length, to ease the process at the bid stage.
• At the time of applying for qualification, the applicant is expected to indicate the estimated project cost for which
he wishes to be qualified, which should be more than Rs 200 million.
• At the end of the qualification stage, the NHAI gives out a list of qualified applicants along with specific estimated
project costs, which qualifies them for participation in the bidding stage. The qualification is typically valid for
12 months .
• To be eligible for qualification and shortlisting, an applicant is expected to fulfil certain minimum technical and
financial criteria:
Technical capacity – The applicant should have an experience of five financial years, prior to the date of
application, of paying or receiving payments for construction or paying for development or collection and
appropriation of revenue of PPP projects in the highways* or core sectors* (with capital cost of more than
Rs 50 million).
Financial capacity – In the financial year preceding immediately, the applicant is required to have minimum
net worth of the following amounts:
o For an estimated project cost of less than Rs 20 billion: 25% of the estimated project cost
o For an estimated project cost between Rs 20 billion and Rs 30 billion: Rs 5 billion plus 50% of the
amount by which the estimated project cost value exceeds Rs 20 billion
o For an estimated project cost value of more than Rs 30 billion: Rs 10 billion plus 100% of the amount
by which the estimated project cost value exceeds Rs 30 billion
In the case of a consortium, the combined technical and financial capacity of the members is evaluated.
• The concessionaire is required to engage an experienced O&M contractor or hire qualified and trained personnel
to undertake operation and maintenance activities.
• No separate applications are needed for qualification for OMT projects, which are part of the RFQ.
• A pre-application conference is also convened by the NHAI, wherein applicants can seek clarifications as well as
make suggestions for consideration by the authority.RFQ is carried out separately for each OMT project
* As per the RFQ recently published by the NHAI, the highways sector includes highways, expressways, bridges, tunnels and
airfields; core sectors include power, telecom, ports, airports, railways, metro rail, industrial parks/estates, logistic parks,
pipelines, irrigation, water supply, sewerage, and real estate development.
2. Bidding stage
Source: CRISIL Intelligence
1
petS
RFQ is carried out
seperately for
each OMT project
2
petS
RFP is floated for
every OMT project
3
petS
Bidders submit
financial bids for
the projects after
detailed analysis
of projects
4
petS
Bidders quoting
maximum/ lowest
is awarded project
240The project is awarded to the bidder who quotes the maximum first year concession fee to be paid to the NHAI or the
lowest O&M support required (in case toll revenue from the project is lower than operational expenditures). Till date,
all awarded projects have resulted in significant concession fees being paid by concessionaires to the NHAI.
2.11.9 Technology used to help tolling industry
1. ETC
It is a system that enables road users to pay highway tolls electronically without stopping at the plazas. The applicable
toll amount is deducted from a prepaid account that is linked to the FASTag. The dedicated ETC lanes are colour-
coded for immediate recognition. This helps avoid fuel wastage, loss resulting from drivers who avoid payment, and
booth attendants taking their cut. It also reduces time delays because of toll payment, thus reducing the resistance for
toll payments. In November 2019, MoRTH directed the NHAI that all toll lanes on national highways must have ETC.
In December, the ministry relaxed the rule temporarily to have 75% of the lanes to have ETC. However, in February
2021, the ministry mandated compulsory use of FASTag and announced penalty of double payment in case the toll
was paid in cash.
2. Weigh-in-motion (WIM)
It is a system integrated with toll operations to ensure users are liable for overloaded vehicles and to provide accurate
data for charging users by their vehicle weight and type. WIM’s main purpose is to prevent road damage as these get
easily damaged when overload vehicles pass over it. The Indian Road Congress has limits – prescribed to each axle –
to which each vehicle can be loaded. Hence, WIM is an axle-weight calculator installed on the road near toll plazas,
which weighs the vehicles in motion and hastens the weighing process.
3. Static weigh bridge (SWB)
This, too, is a weighing system integrated with toll operations to ensure users are liable for overloaded vehicles and
to provide accurate data for charging users by their vehicle weight and type. It differs from WIM as it is used to weigh
static vehicles.
4. Automatic vehicle counter-cum-classifier system (AVCC)
It is a system that consists of sensor devices installed in a lane to record the physical characteristics of vehicles to
determine their configuration for the purpose of charging the user appropriately.
2.11.10 Operate, Maintain and Transfer (OMT)
The OMT concept was introduced to assure road users of adequate quality and safety. An OMT project entails a
contract for the right to collect toll and a contract for the operation and maintenance of the stretch.
2.11.11 Scope of work for OMT contracts under Model Concession Agreement (MCA) includes the following:
• O&M of the stretch/ section of highway
• Tolling of the section
• Construction of project facilities such as toll plazas, street lighting, medical aid posts, traffic aid posts, and bus
shelters
• Any major maintenance work (necessary in long-term contracts, not mandatory in short-term contracts)
This model ensures steady concession fee revenue for NHAI and just-in-time (JIT) maintenance, covering routine
repairs, cleaning, drainage, road property, and incident management. Private operators receive toll collection rights as
their sole revenue source.
For developers, OMT projects allow synergies with existing corridors, while investors view them as DBFOT (toll)
concessions without construction risk. Though OMT projects carry financial liabilities to road agencies, they involve
smaller investments, about one-tenth of DBFOT toll projects. A pooled portfolio helps hedge traffic risk and attract
larger investors. With medium concession periods (5–10 years), these projects are also appealing to private equity
funds. The typical bidding process for an OMT project is as follows:
2.11.12 Bidding process of state authorities
Like the NHAI, many Indian states such as Bihar, Madhya Pradesh, Andhra Pradesh and Telangana follow a two-
stage bidding process (qualification stage followed by bidding stage). In the first stage, the authorities qualify
241applicants through an RFQ process, based on their technical and financial strength. However, unlike the NHAI, which
undertakes qualification of a number of OMT projects in one single process (through an RFQ stage), qualification for
every single OMT project of the Madhya Pradesh Road Development Corporation (MPRDC) and the Bihar State Road
Development Corporation (BSRDC) is typically carried out separately. In the second stage (the bidding stage), which
mirrors the NHAI process, bids are invited from qualified applicants and the project is awarded to the bidder which
quotes the maximum concession fee or minimum O&M support from the authority. The Karnataka Road Development
Corporation, on the other hand, follows a single-stage bidding process wherein qualification and evaluation of
financial bids are undertaken.
2.11.13 TOT
The TOT model is a new PPP model by the NHAI to spur private participation in the roads sector. In this model,
globally, the concessionaire pays a one-time concession fee upfront (lump sum) in the operations and tolling phase.
The TOT concessionaire will then be allowed to operate and toll the project stretch for the concession period. Any
improvement in the road asset required may be taken up by the concessionaire as a part of the agreement in the TOT
model. However, in the Indian context, these elements may be modified by the NHAI.
The key differences between the tolling and TOT models are as follows:
• In the tolling model, the concession period is typically of a shorter duration (about one year for NHAI projects),
whereas in the TOT model, the concession period is longer (15-30 years). The NHAI has reduced the concession
period to 15-20 years in the recent tenders pertaining to TOT bundle 5 onwards
• In the TOT model, the concessionaire maintains the project stretch, which is not the case in the tolling model
With the implementation of FASTag, TOT has become more attractive as it is able to eliminate cash handling and
plug leakages in the system. As of August 2024, the NHAI offered 19 bundles under the TOT framework. After the
successful completion of monetisation of TOT bundles 13 and 14 for a combined length of 273 km for Rs 16,830
million and Rs 77,010 million (total Rs 93,840 million) with IRB Infrastructure Trust and Cube Highways,
respectively, the bidding process of TOT bundles 15,17 and 19 are underway. Highway Infrastructure Trust has
emerged as highest bidder for TOT bundle 16 to monetize 251.5 Km of road length offering Rs. 66,610 million.
The NHAI has scrapped TOT bundle 10 after the highest bid of Rs 17,110 million placed by Sekura Roads Ltd. It has
awarded the 72-km highway stretch on NH19 in Uttar Pradesh under TOT bundle -9 to National Investment and
Infrastructure Fund (NIIF) on its quoted price of Rs 31,440 million. CDPQ-backed Maple Highways announced the
acquisition of Eastern Peripheral Expressway under TOT bundle 7 for Rs 62,670 million in November 2022. RFPs of
TOT bundles 6, 7 and 8 were released in August 2021, and bids were submitted in January 2022. However, TOT
bundles 6 and 8 were cancelled in April 2022. As per the press release of the MoRTH, the NHAI is adopting three
modes for monetising, i.e., TOT, InvIT and securitisation. The NHAI has raised the concession value of Rs 46,000
crore through ’InvIT Round-4’. NHIT recently secured about ₹8,340 crore in unit capital from major investors, both
domestic and international. The trust also raised ₹10,040 crore in debt from domestic lenders, bringing the total funds
to ₹18,380 crore. These funds will be used to acquire several national highways stretches across various states for a
total concession value of ₹17,738 crore. This includes highway sections in Andhra Pradesh, Uttar Pradesh,
Uttarakhand, Gujarat, and Chhattisgarh.
In fiscal 2024-25, the NHAI awarded four TOT bundles and monetised a value of Rs 159,680 million. The success
rate in TOT mode was 100% and LoAs were issued within one day of the opening of the financial bid. Earlier, the
NHAI had successfully monetised six rounds (1,614 km) through TOT, realising Rs 263,660 million, and two rounds
through InvIT (635 km), realising Rs 102,000 million. With this, the MoRTH and NHAI’s total asset monetisation
programme has crossed Rs 1,000,000 million (Rs 423,340 million through TOT, Rs 261,250 million through InvIT
and Rs 420,000 million through securitisation). This is in line with the Government of India’s vision under the National
Monetisation Pipeline as well as its budgetary announcements.
242TOT Model
Source: MoRTH, CRISIL Intelligence
2.12 Key initiatives and overview on HAM
The MoRTH released the standard concession agreement and request for a proposal for the much-awaited HAM for
private-public partnerships in the road construction sector in June 2016. HAM is a mix of EPC and BOT-annuity
models.
The broad contours of the model of operation are as follows:
• 40% of the total project cost to be funded by the government, and the remaining by the developer
• The project cost will be linked to inflation
• Construction support is to be disbursed in five equal instalments of 8% each, and the timing of each such payment
will be linked to the percentage of project cost spent by the concessionaire
• Traffic risk will be borne by the government, with developers receiving fixed annuities
• Annuities will be linked to bank rate plus 3%
• 80% of land to be provided prior to the appointed date
2.12.1 Key changes to HAM MCA, 2020
Key changes include the following:
• Back-ending of premium payment
• Redefinition of project milestones
Interest on annuity payments linked to the average one-year MCLR of the top five scheduled commercial
banks +1.25%
10 milestone payments each, equal to 4% of the bid project cost
• Lenders receive the first charge on all receivables
• Deemed termination of projects
• Maintenance obligations
243• Toll fee notifications
2.12.1.1 Impact
2.12.1.2 HAM will improve private participation, project awards
The elimination of traffic risk will provide stable cash flows to developers and ensure timely debt servicing for
bankers.
The HAM shifts the traffic risk to the NHAI from the concessionaires, with developers being provided fixed annuities
based on predetermined schedules. Debt servicing, which is generally challenging during the initial years of the
concession period for BOT-toll projects, is set to become easier with the receipt of fixed annuity payments.
The elimination of traffic risk is also a positive, given the bitter experience of road developers, where actual base
traffic and traffic growth are significantly lower than estimated. Typically, a two-percentage point decline in traffic
growth leads to a ~150 bps decline in project IRRs.
Linking construction and maintenance costs to inflation and ensuring the timely availability of land will mitigate cost
overrun risks.
In the past, cost overruns severely impacted project returns. An analysis of projects completed between fiscals 2009
and 2014 shows a dramatic 45% cost overrun for a sample of 51 projects, aggregating to ~3,350 km. The aggregate
cost overrun works out to ~Rs 100 billion for these projects.
Typically, a one-year reduction in the concession period owing to project completion delays can reduce project returns
by 120-150 basis points (bps). Further, a 10% increase in cost can lower project returns by ~100 bps.
244Hence, to address the issue of cost overruns, the government has linked construction, and operation and maintenance
costs to inflation. Issues related to delays in land acquisition, which have been the industry’s Achilles’ heel, have also
been addressed, with projects being awarded only after 80% of the land required is in possession of the awarding
agency.
In the past, there were significant discrepancies between project costs quoted by the NHAI and project loans taken by
developers, due to the factoring in of cost overruns by developers into their own cost estimates. This posed a challenge
to bankers in the case of project termination, as compensation was provided by the NHAI only on its approved cost.
With project costs being dynamically linked to inflation, bankers’ risk has been reduced significantly.
• Lower equity contribution requirement to increase private players’ ability to bid for projects
With the government incurring 40% of the project cost, the HAM calls for lower equity contribution from
developers (~15%, compared with ~25% for BOT-toll projects). This is extremely beneficial, given the current
weak financial position of road developers. Further, with the NHAI’s equity stake in the project, banker comfort
in lending to the project increases significantly.
• Developers’ interest rate risk to reduce significantly
The HAM provides for bi-annual interest rate payments to concessionaires on the reducing balance of project
completion cost, at interest rate payments linked to the average one-year MCLR of the top five scheduled
commercial banks +1.25%. This significantly lowers the risk for the developer, in terms of interest rate volatility.
• Low-risk model to provide moderate returns
We expect low risk and lower capital requirements to attract private players. Hence, we believe developers would
target returns of 11-13%, given the lower risk and assuming moderate competition. Lower competition is mainly
on account of the stretched financials of many developers.
• Boost private investments in national highways over the next five years
Because of delays in land acquisition and caution shown by lenders in the initial phases for lending to HAM
projects, total awarding declined in fiscal 2019 to 2,222 km, compared with 7,397 km in fiscal 2018. Of the total
awarding in fiscals 2018 and 2019, ~2,884 and ~977 km, respectively, were awarded through the HAM. The share
of private investment has declined between fiscals 2018 and 2019 from 31% to 24%, respectively, mainly on
account of EPC projects. Fiscal 2021 saw increased participation in awarding on account of changes to the HAM
bid eligibility and MCA changes. A total of 6,306 km was awarded in fiscal 2022, of which, ~3,468 km was under
the HAM, compared with a total 4,818 km in fiscal 2021 (~2,602 km under the HAM).
2.13 Impact of the ‘Make in India’ initiative on the roads sector
The ‘Make in India’ campaign, launched in September 2014, covers 25 major sectors, including roads and highways.
The initiatives under the campaign, such as encouraging multinational companies (MNCs) to manufacture products
in India, taking steps to improve the ease of doing business, as well as FDI reforms, are expected to benefit the roads
sector in terms of increase in traffic movement.
Impact of ‘Make in India’ on the roads sector
Encourage MNCs and
domestic companies to
manufacture products in
India
Make in India
initiatives to
benefit roads
sector in terms of
higher road traffic
demand
Stepstaken for ease of
FDI reforms doing business will
promote economic activity
245Source: CRISIL Intelligence
2.13.1 Steps to improve ease of doing business will promote economic activity
The measures undertaken for ease of doing business will promote economic activity and, thereby, boost road traffic
demand. Some of these key measures are:
• Applications for environment and forest clearances are to be submitted online through the Ministry of
Environment and Forests and Climate Change portals
• Application forms for industrial licence (IL) and industrial entrepreneur memorandum (IEM) have been
simplified
• Applications for IL and IEM are to be submitted online
• The eBiz portal has integrated 20 services and will function as a single-window portal to obtain clearances from
various governments and government agencies
• The Ministry of Labour and Employment has launched a unified portal to register units for Labour Identification
Number (LIN), report inspections, submit returns, and for grievance redressal
2.13.2 Overview of government initiatives
2.13.2.1 Toll act
The central government is authorised to levy a fee (toll) under Section 7 of the National Highways Act, 1956, for
public-funded projects and under Section 8-A of the said Act for private investment projects. The government can
levy fees on all sections of national highways (irrespective of four or two lanes), tunnels, bypasses, and bridges with
specific cost criteria.
2.13.2.2 Fee structure
In 2013, 2014, 2015, 2019, 2020, and 2022 some amendments were made to the National Highway Fee (determination
of rates and collection) Rules 2008, as follows:
• In the case of a four-lane highway being upgraded to a six-lane one, the increase in rate shall be limited to 75% of
the fee specified, revised as per the applicable rules calculated on and from the date of commencement of upgrade-
related work to the date of completion of the project, according to the agreement entered into with the
concessionaire without any annual revision
• In certain cases, fee collection is started when the project is 75% complete, but the fee is applicable only to 75%
of the operational length
• No user fee shall be levied on the delayed period between the date of completion as per the agreement entered into
with the concessionaire and the date of actual completion of the project. For the purposes of this rule, any
provisional completion shall not be treated as completion of the project.
• The tolls rates are calculated on the basis of the road length, excluding bypass (costing more than 100 million) and
structures (more than 60 metre). The road length fee is payable at 100% of the applicable rate for four lanes and at
60% for two lanes with paved shoulders
• Bypass (costing more than 100 million) length fee is payable at 150% of the applicable rate for four lanes and at
90% for two lanes with paved shoulders
• Structure (costing more than 100 million) length fee is payable at 100% of the applicable rate for four lanes and at
60% for two lanes with paved shoulders
• Commercial vehicles registered within the district are tolled at 50% discount, and local non-commercial vehicles
are issued a monthly pass for a certain amount
• The rate of fee for use of an expressway shall be 1.25 times the rate specified in the applicable rule
• The rate of fee for private investment projects shall be as specified under the applicable rule or as the concessionaire
may determine by issuing a public notice to users
246• The following method is used to calculate the rate of fee for highways/expressways with standalone structures and
structures forming part of linear highways/expressways:
Length of the structure* (L) X Factor “10” = Length in metres
* Structure of 60 metres of length or less
• To calculate fee for a linear highway/expressway, structures will be considered a part of the normal length of
highways/expressways
• In the December 2013 amendments, the NHAI empowered the concessionaire to collect 10 times the applicable
fee from overloaded vehicles. The December 2015 amendments allowed the concessionaire to stop vehicles plying
on National Highways unless they cleared their dues. Any vehicle loaded in excess of its maximum permissible
gross vehicle weight (GVW) is not permitted to use the National Highway or cross the toll plaza until the excess
load is removed or a fee of 10 times the applicable amount is paid. Moreover, the concessionaire can detain the
vehicle until all dues are cleared
• The May 2018 amendment stated that if a vehicle user with a valid, functional FASTag or any such device with
sufficient balance in the linked account crossing a fee plaza installed with Electronic Toll Collection infrastructure
is not able to pay the user fee through FASTag or any such device because of malfunctioning of Electronic Toll
Collection infrastructure, the vehicle user shall be permitted to pass the fee plaza without payment of any user fee
• In the National Highways Fee (Determination of Rates and Collection) Rules, 2008, in rule 11, in clause (e), the
word “disability” should be replaced with “DIVYANGJAN”
• The fee payable towards discounts shall be paid through pre-paid instruments, smart card or through FASTag or
on-board unit (transponder) or any other such device
• The executing authority or the concessionaire, as the case may be, provide for multiple journeys to cross a toll
plaza within the specified period at the rates specified
• The words “may opt for such pass” shall be omitted
• “A person who owns a mechanical vehicle”, the words, “with valid functional FASTag,” shall be inserted
• “A person who owns a commercial vehicle (excluding vehicle plying under National Permit)”, the words “with
valid functional FASTag,” shall be inserted.
• User of the vehicle not fitted with “FASTag” or vehicle without valid, functional “FASTag” entering into “FASTag
lane” of the Fee plazas shall pay a fee equivalent to two times of the fee applicable to that category of vehicles
• closed user fee collection system means a system under which the fee is levied based on the actual distance travelled
by a mechanical vehicle, on a national highway or expressway
• the executing authority or the concessionaire may establish fee plaza on the national highway or expressway on
which the closed user fee collection system has been installed
• Provided further that no such concession shall be provided for commuting on a national highway or expressway
on which fees is levied based on the closed user fee collection system.
2.13.3 Financial incentives for road developers
• Under section 80 IA of the Income Tax Act, profits and gains derived by an undertaking are subject to 100%
deduction for 10 consecutive assessment years out of 20, beginning from the year in which the undertaking begins
to operate the business, provided such profits and gains are derived from the business of: 1) developing, 2)
operating and maintaining, or 3) developing, operating, and maintaining a road, including tolls and bridges, a
highway project including housing or other activities being an integral part of the highway project. These criteria
shall not apply to any enterprise that starts development or operations and maintenance of the infrastructure facility
on or after April 1, 2017, as that enterprise shall be eligible for 100% deduction of capital expenditure under section
35AD
• Import duty has been completely exempted for public-funded needs on certain identified high-quality construction
plants and equipment
247• Import of bitumen is now permitted under the Open General Licence
• External commercial borrowings are permitted up to 35% of the project cost
2.14 Review and outlook of NHAI funding
2.14.1 Asset monetisation critical
The National Highways Authority of India (NHAI) has been grappling with burgeoning debt, which has been a major
concern for the authority's financial sustainability. As of March 2025, the NHAI's outstanding debt was ~Rs 2.7 lakh
crore. This significant debt burden has been a result of the authority's aggressive highway development programme,
which has led to a substantial increase in its borrowing requirements. However, in a positive development, the NHAI
has recently made significant repayments of ~Rs 58,900 crore, which has been supported by the successful
implementation of asset monetisation initiatives.
MoRTH has already achieved a significant milestone by raising ~Rs 1.4 lakh crore through various modes of
monetisation. This initial success is expected to be further bolstered by the National Monetisation Pipeline (NMP) 2.0,
which will likely provide an additional opportunity of Rs 3-3.5 lakh crore for road asset monetisation over the next 5-
6 years. The steady growth in traffic and toll collection is also expected to support investment momentum in the sector,
ensuring a stable revenue stream for investors. The asset monetisation programme is likely to play a crucial role in
supporting the sector's balanced growth by unlocking the value of existing infrastructure assets, attracting private
sector investment, and enabling the development of new projects. As a result, the road and highway sector is well-
positioned to achieve sustainable growth, driven by a combination of government support, private sector investment
and increasing demand for infrastructure development.
Due to higher awarding under EPC and HAM, NHAI's outflow toward milestone payments formed ~46% of
the total met through market borrowings.
Of the Rs 5,000-6,000 billion spent over the last five years (fiscals 2018-2022), 46% was toward milestone payments
for EPC and HAM (40% for HAM) projects, while ~29% was toward land acquisition expenditures and 19% toward
interest and repayment of borrowing.
NHAI application of funds: 46% of NHAI outflow towards construction
Source: NHAI, CRISIL Intelligence
During FY2018 to FY2022, as shown in the chart, 56% of the funds were raised via market borrowings, making it the
dominant source of finance. This was followed by cess funds (18%), asset-backed securitisation (ABS) and asset
monetisation initiatives (17%), and toll ploughback (9%).
These trends underline NHAI’s increasing reliance on off-budget borrowings and monetisation strategies while
maintaining a strong focus on asset creation and project delivery.
248NHAI sources of funds: market borrowings accounted for 56%
Source: NHAI, CRISIL Intelligence
Owing to the high dependence on market borrowings to fund asset creation through EPC and HAM projects, NHAI's
debt-to-equity ratio rose to 1.2x in fiscal 2021. Due to the reduction in dependence on external borrowings, NHAI's
leverage position saw a sharp improvement. The entity's debt-to-equity ratio dropped from 1.18 times in FY21 to 1.03
times in 2022, attributable to NHAI’s strategic importance to the government and the road sector being a key area of
reform to eliminate infrastructure bottlenecks and ensure a source of momentum for economic growth. Hence, the
sector is witnessing the implementation of significant initiatives, such as the BMP project. In 2025, 27% of debt
liability has been brought done by the NHAI.
NHAI’s borrowings reduce
4,000
3,485 3,428 3,352
3,500
3,067
3,000
2,483 2,445
2,500
2,000 1,789
1,500 1,219
1,000 747
500
-
FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
Source: NHAI PIB - 25 July 2024, CRISIL INTELLIGENCE
Note: Debt-to-equity ratio data for fiscals 2023 and 2024 is unavailable.
To limit the rise in borrowings, NHAI's budgetary support in the form of cess and toll plough-back increased 106%
for fiscal 2023 (budgeted), with nil IEBR (Internal & Extra Budgetary Resources). The trend continued in fiscal 2024
wherein the IEBR continued to be nil in the budgeted estimates for fiscal 2024. The overall support to NHAI marked
a 13% increase over the revised estimate for fiscal 2023. A NHAI press release of August 6, 2024, stated that in a
major step to reduce its overall debt liability, the entity achieved a significant financial milestone with the successful
)noilliB
.sR(
tbeD
FY18-22E
Rs 5-6 trillion
249pre-payment of bank loan amounting to Rs 157,000 million. Retiring this debt ahead of schedule will result in an
estimated interest savings of ~Rs 10,000 million. With this pre-payment, the outstanding debt liability of NHAI
dropped to ~Rs 3,200,000 million.
The government directs InvIT monetisation proceeds to be exclusively used for NHAI debt repayment. In fiscal 2024,
Rs 157,000 million was generated through InvIT. In fiscal 2025, NHAI intends to monetise projects worth Rs 150,000
– 200,000 million through InvIT. With this, the overall debt liability of NHAI is expected to further reduce to ~Rs
3,000,000 million by the end of fiscal 2025.
As part of the robust debt payment plan and use of InvIT monetisation proceeds, NHAI actively engaged with lender
banks to reduce interest rates. As a result, banks reduced their interest rate from 8.00-8.10% to 7.58-7.59%. In this
process, bank loans where interest rates could not be reduced have been repaid Rs 157,000 million and this will result
in significant interest savings of around Rs.10,000 million.
Budgetary support to NHAI up by 11% vis-a-vis FY25RE, IEBR remains absent in FY26 budget as well/
Reduction in IEBR led to improvement in NHAI’s leverage (in Rs. ‘000 crore)
FY19 36 61
FY20 32 75
FY21 46 65
FY22 57 65
FY23 142
FY24 167
FY25RE 169
FY26BE 188
Budgetary Support IEBR
Source: Budget documents, CRISIL Intelligence
Other modes of funding such as TOT have seen only limited success. With the implementation of Fastags, TOT
becomes more attractive as its able to eliminate cash handling and plug leakages in the system. However, of late, the
awarding of TOT bundles has encountered impediments with certain TOT bundles like TOT-6, TOT-8 and TOT-10
getting cancelled due to low bids. While NHAI annulled the original bidding process for TOT bundles 11 and 12 due
to low valuations, they were subsequently able to successfully award these bundles in the second round of bidding
during FY24. During FY24, NHAI has also successfully awarded TOT bundles 13 and TOT 14. Also, NHAI has
invited bids for TOT bundles 15, 17, 18 and 19. Bidding process of TOT 16 is completed, and Highway Infrastructure
Trust has emerged as highest bidder for TOT Bundle 16. The convergence of the expectations of the government
authorities and the private bidders remains a key monitorable as well as a major requirement for this mode of funding
to become truly successful.
The authority has also tied up debt via SPVs level funding for the Delhi-Mumbai expressway where it has already
raised Rs 97.31 billion.
250InvITs and SPV level financing
Source: NHAI, CRISIL Intelligence
The National Highways Infra Trust (NHIT), an InvIT set up by the NHAI in 2020, successfully concluded its fourth
round of fundraising in fiscal 2025, raising Rs 18,380 crore in enterprise value. This is the largest monetisation
transaction in the history of the Indian road sector.
In the fourth round, NHIT raised Rs 8,340 crore in unit capital from marquee domestic and international investors,
and Rs 10,040 crore in debt from domestic lenders. The funds will be used to acquire national highway stretches in
Andhra Pradesh, Uttar Pradesh, Uttarakhand, Gujarat, and Chhattisgarh at a concession value of Rs 17,738 crore.
The issue attracted strong demand from existing and new investors, including domestic pension and provident funds,
insurance companies, banks and mutual funds. The Employees’ Provident Fund Organisation made its first-ever
investment in an InvIT, subscribing to Rs. 2,035 crores. NHAI also subscribed to its share of 15% of the units at the
same price.
With the completion of this round, NHIT will hold a diversified portfolio of 25 operating toll roads with an aggregate
length of 2,345 km across 12 states, with concession periods ranging between 20 and 30 years.
The success of this fundraising round demonstrates the confidence of investors in the Indian road sector and NHIT. It
also highlights the government’s efforts to monetise its infrastructure assets and attract private sector investment in
the sector.
NHAI focuses on clearing land acquisition issues
Historically, cess was allocated towards land acquisition expenditure incurred by the NHAI. After the enactment of
Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013, the
shortfall in funds to meet the expenditure widened. However, with the authority's focus on clearing these issues and
on new greenfield alignments, the issues plaguing land acquisition have reduced.
In the Union Budget for fiscal 2019, road cess was replaced by the Central Road and Infrastructure Fund (CRIF).
Previously, road cess was split based on a fixed formula used and utilised for national highway construction,
maintenance, railways, Pradhan Mantri Gram Sadak Yojana, etc. So far, there has been no change in the split.
However, going forward, the share of cess for the roads sector could reduce given the increase in the overall scope
from roads to roads and infrastructure, increasing dependence on borrowings.
The compensation policy under the current land acquisition law requires the NHAI to pay four times the market value
for rural land and two times for urban land. This and the new rehabilitation and resettlement Act have almost tripled
land acquisition costs. In fiscal 2014, the average cost for acquiring land was Rs 9 million/ha. It increased to about Rs
30-32 million/ha in fiscal 2019 and declined to Rs 24-25 million/ha in fiscal 2020.
251Cost for Land acquisition for the authority has come down since FY20
Source: NHAI, CRISIL Intelligence
Greenfield projects offer support:
Source: NHAI, CRISIL Intelligence
The share of greenfield road projects in awarding has been increasing consistently in the past few years driven by
Bharatmala. As per CRISIL Intelligence estimates, the share of greenfield projects in awarding was above 25% in the
last few fiscals. The increase in the share of greenfield projects lowers the cost of land acquisition by 40%, compared
with brownfield projects. Also, these greenfield projects come with shorter alignments and 20% shorter length.
However, a key drawback of greenfield projects is the longer cycle time, typically extended by 6–12 months due to
more complex planning, land acquisition, and approval requirements. This delay can negatively affect NHAI by
causing execution bottlenecks, cost escalations, and slower disbursement cycles, ultimately impacting timely delivery
of strategic corridors.
Improvement in bank credit growth led by higher HAM execution
The trend in banks’ lending to the road sector over FY17–FY25 reflects significant fluctuations. Lending growth was
modest at 1% in FY17, before contracting sharply by 7% in FY18. A rebound followed, with growth peaking at 12%
in FY19, but it again dipped into negative territory at –1.6% in FY20. The sector then witnessed a sharp surge, with
lending growth reaching a decadal high of 27.6% in FY21, supported by strong government push for infrastructure
spending. However, momentum tapered thereafter, moderating to 17% in FY22 and further down to 5% in FY23. In
recent years, growth has stabilized at low single digits, 6% in FY24 and a projected 2% in FY25, reflecting a high
base effect, cautious bank lending, and greater reliance on budgetary and alternative funding mechanisms.
252For projects that were awarded in fiscal 2012, banks approved costs that were much higher than those approved by
the National Highways Authority of India (NHAI). As a result of the problems faced in these projects, bankers are
now very cautious while evaluating projects and are estimating project costs much closer to the NHAI estimates. They
demand that at least 80% land acquisition should be completed, and all clearances must be obtained at the beginning.
While this has increased the time taken by players to achieve financial closure, it will ensure participation only by
serious players. However, viable projects and those that have not gone through aggressive bidding should achieve
financial closure quite smoothly.
Bank credit growth to the roads sector moderated in fiscal 2024 due to the high base
Banks' lending to roads sector
(YoY Growth)
27.6%
17%
12%
6%
5%
2%
1%
FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25*
-7% -1.6%
Source: RBI, CRISIL Intelligence
2.15 Investments in National Highways: Review and outlook
2.15.1 NHAI awarding review
National Highways Authority of India (NHAI) awarding has witnessed a rise from merely 2,222 km in fiscal 2019 to
6,003 km in fiscal 2023. Fiscal 2021 was a pivotal year since despite the COVID-induced disruptions, the NHAI
awarded 4,818 kms in which was a three fiscal high back then. Additionally, favourable changes in the BOT and HAM
agreements, and relaxation of bidder eligibility criteria not only indicated a clear policy shift to improve private-sector
participation but also aided the spurt in the HAM awards. In fiscal 2023, NHAI's awarding volume remained above
the 6,000 km mark for the second consecutive year as 6,003 km was awarded during the fiscal year. The share of
HAM in awarding increased slightly from 54% in fiscal 2022 to 56% in fiscal 2023. On the other hand, the share of
EPC remained unchanged at 43%.
In fiscal 2024, awarding momentum has been marred by various roadblocks. NHAI's flagship Bharatmala Pariyojana
Programme (BMP) Phase-1 has witnessed significant cost overrun on account of costlier land acquisition and high
inflation. Notably, as per CAG audit report, while only 75% of the estimated project length has been awarded, 158%
of the original estimated financial cost has already been expended. Currently, the estimated cost of the BMP phase-1
is almost twice and the initial estimate and the ministry is awaiting cabinet approval for a revamped programme and
additional funds in order to undertake rapid awarding of projects in the pipeline. As a result, NHAI awarding was
~3,339 kms in fiscal 2024. Notably, the share of HAM dipped significantly due to the aforementioned issues regarding
the BMP. Further, on account of amendments in the BOT MCA, the awarding under the BOT model is also likely to
increase substantially. This is likely to be supported by the interest of developers in the revamped BOT model due to
the following factors:
• HAM was favored by the road developers due to lower risk and higher profitability. However, the competition in
HAM awarding has increased substantially leading to average bid premiums tumbling from a peak of 15-20% to
around 4-6% in the last few fiscals. As a result, the share of the larger developers have dropped substantially since
many large developers have refrained from bidding aggressively for HAM projects in order to protect their
margins. Given the amendment in BOT MCA and the scope of higher profitability due to lower bidding
competitiveness in the BOT space many large developers are keen on taking up BOT projects.
253• Furthermore, owing to the healthy balance sheets the developers are also in a comfortable position to undertake
BOT projects with high funding requirements.
• The increased traffic visibility vis-à-vis earlier years also augurs well for the BOT projects.
The shift towards the BOT model comes against the backdrop of NHAI facing funding challenges and moderation in
growth in the central government's budgetary outlay towards the roads & highways sector. Thus, the shift will have a
two-pronged benefit by not only alleviating funding challenges to a great extent but also increasing the private
investments in the sector.
The Indian Road and highway sector has also undergone significant changes in the mode of project execution over
the years. Between 2007 and 2014, build-operate-transfer (BOT) projects accounted for ~50% of total project awards,
indicating their popularity during that period. However, post-2014, the popularity of BOT projects declined due to
various challenges such as aggressive bidding, unrealistic traffic projections, land acquisition delays and disputes,
which led to project failures and non-performing assets (NPAs) for banks.
In response to these challenges, the government introduced the hybrid annuity model (HAM) in 2016, which
subsequently became a popular mode of execution. HAM allowed for a more balanced risk-sharing mechanism
between the government and private developers, making it a more attractive option for investors.
However, in fiscal 2025, the share of BOT projects ticked upwards, driven by favorable changes made in the model
concession agreement (MCA) for developers. The share of BOT projects is forecast to rise to 8-10% in the near future.
This is also driven by a strong pipeline of projects and further amendments in the MCA, which are expected to make
BOT projects more viable and attractive to investors.
The resurgence of BOT projects is a positive development for the sector since it indicates a renewed interest in private
sector participation and investment in road and highway development. The government's efforts to revamp the MCA
and make it more favourable for developers have paid off, and the sector is expected to benefit from increased private
sector investment and participation.
BOT model share in NH awards projected to increase to 8-10% in coming fiscals
Sources: NHAI, CRISIL Intelligence
Mode wise status of works awarded under Bharatmala Pariyojana (2024-2025)
Mode of Implementation Length (km) Awarded Total Capital Cost ( Rs. Cr) % Length
EPC 14,748 406,024 55.81%
HAM 11,269 436,522 42.64%
BOT Toll 408 11,111 1.55%
254Mode of Implementation Length (km) Awarded Total Capital Cost ( Rs. Cr) % Length
Total 26,425 853,657 100%
Sources: MoRTH Annual Report 2024-25, CRISIL Intelligence
2.15.2 NH construction activity to normalize; awarding anticipated to recover over the coming fiscals
Even though overall national highways construction at the MoRTH level remained flattish in fiscals 2022 and 2023,
NHAI execution witnessed strong momentum. NHAI execution sequentially rose from 4,175 km in fiscal 2021 to
4,882 km in fiscal 2023. Acceleration in project awards, sharper focus on resolving land acquisition issues, and the
‘Atmanirbhar Bharat’ initiatives to ease liquidity (monthly milestone payments, release of retention money, reduction
in performance security & extension of 3-6 months in milestones & SCODs) for EPC road players augured well for
the pace of execution of NHAI projects.
Higher awarding of the previous and many of those projects receiving appointed dates in a timely manner have further
boosted NHAI execution in fiscal 2024. As a result, 6,644 km of NHAI projects were executed during the year. In
other words, the construction per day stood at around 18 km.
The government has intensified its efforts in developing the national highway network, leading to a noticeable increase
in the number of highway projects being awarded and constructed over the past five fiscal years. Typically, it takes
approximately 9 to 18 months from the award of a project to the issuance of the appointed date, marking the
commencement of construction. This trend underscores the government’s commitment to enhancing road
infrastructure and suggests a continued focus on expanding and improving the national highway system in the
upcoming years.
Lower awarding in fiscals 2024 and 2025 to impact the pace of execution
Source: MoRTH, CRISIL Intelligence
Note: 11M of FY24, FY25
• National highway awards declined 31% in FY24 to 8,581 km.
• Apr–Feb FY25 awards remained at similar levels, indicating subdued momentum.
• NH awarding expected to stay in the 7,000–9,000 km range, similar to FY24.
• Due to an 18-month execution lag, lower awards will impact FY26 construction.
255• NH construction likely to dip to 10,000–11,000 km in FY26, down from 12,300 km in FY24
2.15.3 Policy push boosted HAM share in awarding
NHAI awards roads and highway projects under:
• EPC
• BOT
• HAM
Incorporating multiple suggestions from various stakeholders, the ministry and NHAI amended certain parameters in
the HAM MCA in October 2020. These were largely aimed at protecting developers' returns and ease their liquidity.
On the back of the higher HAM awarding, CRISIL Intelligence estimates of split for the NHAI capex mix indicates
that the share of HAM in NHAI capex is expected to rise. However, given that EPC has also cornered a large share in
awarding in the previous fiscals, its share in NHAI capex is expected to remain at ~50-55% in fiscal 2024. Overall,
the share of public funds in NHAI investments is likely to hover around the 70% range. Therefore, NHAI funding
would remain critical to sustain the sector forward.
2.15.4 Number of highway lanes increased over past five fiscals
The NHAI has also focused on increasing the number of lanes on national highways. Single lane roads decreased to
21% in fiscal 2016 from 32% in fiscal 2015, while two-lane roads increased to 56% from 47%, and four-lane roads to
25% from 12%.
National highways witness significant expansion in last decade
Source: MoRTH, Crisil Intelligence
National Highway length grew by 60%, from 91,287 km in 2014 to 1,46,195 km today; 4-lane+ NHs rose more than
2.5x to ~48,000 km.
2.15.5 Few HAM projects terminated due to land acquisition issues
Even though execution of HAM contracts has picked up, delays with regard to appointed date persists. In fact, a few
of these projects have also been terminated.
Terminated HAM projects
Name of asset Concessionaire Termination effective
Vizag Port road Sadbhav Infrastructure Jul-2019
Meensurutti to Chidambaram KNR Construction Apr-2019
256Puducherry-Poondiyankuppam Highway IRB Infrastructure Nov-2019
Poondiyankuppam-Sattanathapuram IRB Infrastructure Nov-2019
Source: Company report, CRISIL Intelligence
2.15.6 Changes in BOT MCA introduced
In an effort to improve private participation via the BOT-toll mode, the NHAI and the ministry introduced changes to
the BOT MCA, aimed at addressing key issues, such as land acquisition, revenue assessment in case of traffic shortfall
and stuck projects.
BOT MCA revamped to revive interest in the model
Source: MoRTH, NHAI, CRISIL Intelligence
Contractual reforms provide clarity and address some key issues
The ongoing reforms in contract structures represent a significant stride towards addressing critical issues within the
construction sector. These reforms aim to mitigate execution delays by granting access to 90% of the construction
zone on the appointed date. Additionally, proactive measures, including early intervention to rectify emerging issues,
closer monitoring of escrow accounts, and the implementation of new monthly reporting formats, are expected to
enhance progress tracking and provide lender protection in the event of concessionaire default during the construction
phase. The recent modifications in the Model Concession Agreement are designed to safeguard against potential traffic
diversion due to competing roadways. Notably, the revised provisions allow for a 30% increase in the concession
period to protect against lower-than-anticipated traffic volumes, which is a 10% increase over the earlier 20% limit
provided under the original model concession agreements, indicating enhanced protection for developers. These
adjustments are particularly pertinent given the current network expansion and the emergence of competing
multimodal developments. However, there remains a crucial market requirement for better delineation of competing
roadways. The inclusion of a clause mandating authority buyback in the event of capacity breaches over consecutive
years serves to mitigate risks associated with traffic spikes and ensures timely capacity augmentation, albeit with
limitations on potential upside. Furthermore, the reforms address various issues responsible for project disputes and
investor apprehension. Clarity on compensation amounts in the event of authority default or force majeure events, as
well as transparent methodologies for cost calculations and debt reconciliation, serve to remove ambiguities and foster
investor confidence.
Healthier stakeholder ecosystem may reignite private sector interest
Revitalized stakeholder ecosystem expected to rekindle private sector interest in infrastructure.
• Developers benefiting from:
o Improved operating cash flows.
257o Achievement of key project milestones.
• Capital unlocked through project monetization.
• Enhanced developer credit profiles and lender-friendly measures to boost financing environment.
• Shift from BOT-Toll (7–9 bidders) to TOT model has widened bidder pool (19–20 bidders in last 5 years).
The bankability imperative
Bankability is critical to attract private risk capital for BOT-Toll projects.
• Key requirements:
o Strong traffic potential.
o Sustainable traffic growth.
o Limited competition from alternative routes.
• Use of data and analytics (FASTag, e-way bills) to:
o Identify optimal alignments.
o Assess traffic profiles for BOT-Toll projects.
• Prudent capital structure essential to maximize BOT-Toll framework benefits.
• Revised NHAI financing approach:
o Combines revamped BOT-Toll with EPC-HAM models.
o Aims to cautiously reignite private sector participation.
Amendments to EPC contracts effective November 2018
Key implications Progress
To enable quicker execution by increasing the Deadline for approval/ clearance for forest area or a sanctuary lowered
obligation of the authority to 180 days from 240 days
If appointed date is not received within 90 days of signing the
agreement, the contract can be terminated. Here, the authority will pay
contractor damages to the tune of 1% of the contract price to the
contractor
If the project is not completed within 90 days of Specification Control
Ensure effective competition and focus on
Drawing (SCD), the contractor will be ineligible to bid for projects till
timely project completion
it is completed
The interest on mobilisation advance paid to the authority was
Increase in working capital requirement for
increased. Earlier recovery of mobilisation advance. Also, release of
contractors
retention money against bank guarantees has been discontinued
Compensation has been lowered and tenure for maintenance by the
Increased maintenance obligation of the
contractor increased – defect liability period raised to 10 years from 4
contractor
years
2.15.7 Bharatmala Phase 1 awarding has focused on expressways; likely to stretch till fiscal 2025
Bharatmala Pariyojana is an umbrella project introduced by the central government in 2015 to improve the efficiency
in the roads sector. The Bharatmala plan spans across two phases and envisages the construction of 65,000 km of
highways under the following categories: national corridor roads (north-south, east-west and Golden Quadrilateral),
economic corridor roads, inter-corridor roads and feeder roads. As per the ministry, Bharatmala, along with incumbent
schemes, would require a total outlay of Rs 6.9 trillion.
258Cost per km for expressways are highest
~Rs 330
million/km
~Rs 230
million/km
~Rs 280 ~Rs 600
million/km million/km
~Rs 120
~Rs 50
million/km
million/km
~Rs 220
million/km
Note: As of fiscal 2020
Source: NHAI, CRISIL Intelligence
Phase I of the scheme envisages development of ~24,800 km of national highways/roads as well as 10,000 km of
residual roads between fiscals 2018 and 2022 under NHDP. Awarding under Bharatmala has begun from fiscal 2018
and we believe it will stretch till fiscal 2025 for Phase 1. Awarding under Bharatmala began in fiscal 2018, with Phase
1 expected to stretch till fiscal 2025.
Share of different schemes under national highways (fiscals 2023 to 2027P)
100%
15%
90%
30%
80%
70% 30%
60%
50%
50%
40%
30%
55%
20%
10% 20%
0%
Length Investment
MoRTH Bharatmala NHDP
P: Projected
Note: National highway investments do not include land acquisition costs
Source: CRISIL Intelligence
2.15.8 Pradhan Mantri Gram Sadak Yojana (PMGSY)
The Pradhan Mantri Gram Sadak Yojana (PMGSY), a flagship programme of the Indian government, aims at
connecting rural areas by constructing roads. As of now, a total of 8,34,716 km of road length has been sanctioned
259under various ongoing interventions/ verticals of PMGSY. Of this, 7,71,641 km road has already been completed and
upgraded.
However, in fiscal 2025, the overall construction under PMGSY declined 31% on-year. Despite this, the programme
has made significant progress, except PMGSY-III during which it achieved only 40% of its target. While PMGSY-I
achieved 97% of its target, PMGSY-II covered 75-80%.
To further boost the programme, the Union Cabinet has approved the implementation of PMGSY-IV over fiscal 2024-
25 to fiscal 2028-29. Under the phase, financial assistance will be provided for the construction of 62,500 km of road
length to enable new connectivity to eligible isolated habitations. The total outlay of the scheme is set at Rs 70,125
crore.
The pace of execution of projects under the phase will be closely monitored. The government's focus on providing
connectivity to rural areas through PMGSY is expected to have a positive impact on the economy, particularly in rural
areas, improving the overall quality of life for citizens.
State-wise Road length completed under PMGSY
Source: Pradhan Mantri Gramsadak Yojana, CRISIL Intelligence
2.15.9 Outlook of toll collection and remittance on national highways
As per IHMCL data, the electronic toll collection on national highways is estimated to have reached ~₹ 496.89 billion
in the fiscal year 2024. Further, toll collections are expected to grow at a CAGR of 9.5-10.0% between fiscal years
2023 and 2028 on a like-to-like basis and to grow at 18-19% considering new road additions and subsequent tolling
on them over the same period. The growth will be driven by factors such as improvement in overall economic activity,
efficiency gains due to removal of check posts post implementation of GST, increase in both passenger and
commercial vehicles, strong execution pipeline of road and highway projects, better compliance and blocking of
leakages due to electronic toll collection.
2602.16 Key transactions in road sector
Recent key asset sales and private equity transactions
Deal value
Date Target Buyer Seller % sought
(Rs mn)
2 NHAI road assets in Haryana and
Mar-2025 Neo Assets Fund CDS Infra 15,000 100%
Punjab
The two assets being transferred,
Quazigund Expressway Pvt. Ltd.
National Investment and
Mar-202(“5Q B”) and Athaang Jammu Cube Highways 41,850 NA
Infrastructure Fund
Udhampur Highway Pvt. Ltd.
(“JU”)
4-lane highway along Aligarg- Bharat Highways
Dec-2024 G R Infraprojects Limited 990 NA
Kanpur section InvIT
Acquired five build-operate-
transfer (BOT) toll road assets of
CDPQ (Canadian
Dec-202A4s hoka Concessions, a subsidiary Ashoka Buildcon 45,000 NA
Pension Fund)
of highway builder Ashoka
Buildcon
Portfolio of 11 HAM & 1 BOT
Jan-2024 KKR & Co PNC Infrastructure 90,057 100%
(UPSHA)
Kundapur-Surathkal section (90.1
km road project in Karnataka,
Apr-202c3o mprising 74.8 km Kundapur- KKR & Co Navayuga Udupi Tollways 9240 NA
Surathkal section and 15.3 km
Mangaluru-Kerala border section
Cube Highways
Baharampore-Farakka Highways
Apr-2023 and Infrastructure HCC Group 13,230 NA
Ltd
Pte Ltd
Aurang Tollway (section of NH 6
Mar-202b3et ween Aurang in Chhattisgarh Macquarie Group BSCPL 16,000 NA
and Odisha border)
5 completed HAM assets (Welspun 5 completed HAM assets
Delhi Meerut Expressway Pvt Ltd, (Welspun Delhi Meerut
Welspun Road Infra Pvt Ltd, MBL Expressway Pvt Ltd, Welspun
(CGRG) Road Ltd, MBL (GSY) Actis and Welspun Road Infra Pvt Ltd, MBL
Feb-2023 NA NA
Road Ltd, Chikhali Tarsod Enterprises (CGRG) Road Ltd, MBL (GSY)
Highways Pvt Ltd) and one Road Ltd, Chikhali Tarsod
operating BOT toll asset (Welspun Highways Pvt Ltd), and
Infrafacility Pvt Ltd) Welspun Infrafacility Pvt Ltd
CDPQ-backed
Nov-20E22a stern Peripheral Expressway NHAI 62,670 NA
Maple Highways
InvIT (across 7 states: Gujarat, CPPIB and
Karnataka, Madhya Pradesh, Ontario Teachers'
Oct-2022 National Highways Infra Trust NA NA
Maharashtra, Rajasthan, Uttar Pension Plan
Pradesh, Telangana) Board
Andhra Pradesh and Gujarat assets
Sep-2022 Adani Group Macquarie Group 31,100 NA
(Tada Nellore)
Aug-20S22P Jammu-Udhampur Highway Ltd NIIF Shapoorji Pallonji Group 22,800 100%
Navayuga Quazigund Expressway Navayuga Quazigund
Jul-2022 NIIF 30,350 NA
Pvt. Ltd Expressway Pvt Ltd
Actis’ Long Life
Jun-202S2i x operating highway toll projects Infrastructure Welspun Enterprises Ltd 60,000 100%
Fund
261Deal value
Date Target Buyer Seller % sought
(Rs mn)
IndInfravit Trust,
an InvIT led by
Jun-202F2i ve operational road projects Canada Pension Brookfield 93,750 100%
Plan Investment
Board
Ontario Teachers' Pension Plan
Committed
Board committed an investment
April – Rs 13.33
KKR & Co’s road platform in India Ontario Teachers to boost alternative investment -
2022 billion ($175
company KKR & Co’s road
million)
platform in India.
Source: Industry, CRISIL Intelligence
2.17 Overview of investments in road platforms
Investments by private sector to grow 3x over the next five years
CRISIL Intelligence projects that private sector investment in national highway construction will double to ₹2.7
trillion during fiscals 2024 to 2028, compared to the preceding five-year period. This growth is expected to be driven
primarily by the Hybrid Annuity Model (HAM), as the Build-Operate-Transfer (BOT) toll model is likely to attract
limited interest.
Over recent years, policy reforms especially changes in the Model Concession Agreement (MCA) and related standard
RFP/contract documents have addressed key risk, financial, and procedural impediments faced by private players.
These reforms have improved project viability, lowered investor risk, and made bidding / financing more predictable,
resulting in renewed interest / participation under BOT (Toll) and HAM formats.
Asset monetisation, equity infusion key to support private investment in the long run
Currently, there are two broad drivers of asset sales in the roads sector - rationalisation of financial position to improve
balance sheet strength and asset churning to be able to participate in the upcoming projects. The erstwhile major BOT
players are selling off assets to reduce their debt burden and free up equity, which can be infused in under-execution
projects.
The players present in HAM are currently selling off HAM assets to participate further in upcoming HAM projects.
Some players intend to sell off under-construction projects to financial investors with projects being executed by the
same player. Thus, they are able to convert HAM projects to EPC without facing the cut-throat competition they deal
with currently in the EPC mode. This will help them retain margins.
About Rs 700-800 billion has already been invested through these models. CRISIL's analysis of BOT and HAM
projects indicates a potential of ~Rs 2.0-2.5 trillion in terms of enterprise value.
262Asset monetization aids new asset creation and repayment of debt
Source: CRISIL Intelligence
2.18 Overview of National Highways Development Project (NHDP)
The NHDP encompasses building, upgradation, rehabilitation and broadening of national highways. The project is
being executed by the NHAI, in coordination with the public works departments of various states. The NHAI also
collaborates with the Border Roads Organisation to develop certain stretches. The NHDP is being implemented in
seven phases.
The projects are awarded to private players either on EPC (cash) or on BOT basis and now on HAM. NHDP cash
contracts are mainly financed through budgetary allocations from the Central Road Fund (CRF), negative
grants/premium received, and toll revenue. Loans and grants are also received from the World Bank and ADB.
2.18.1 Bharatmala Pariyojana
Bharatmala Pariyojana (BMP), an umbrella project of the central government since 2015, aims to improve efficiency
in the roads sector. It is expected to supersede the NHDP and envisages the construction of 65,000 km of highways
under the national corridor (north-south, east-west, and golden quadrilateral), economic corridor, inter-corridor roads,
and feeder roads categories. As per the ministry’s announcements in 2017, Bharatmala, along with the other schemes
being undertaken, was estimated to have required a total outlay of Rs 6,900,000 million.
Total aggregate length of 26,425 km with a total capital cost of Rs. 8,53,656 crores have been approved and awarded
till date under Bharatmala Pariyojana (including 6,758 km length of residual NHDP). No further projects are now
being taken up under Bharatmala Pariyojana. The status of various components of Bharatmala Pariyojana as on 31st
December 2024 is as given below.
Status of Bharatmala Pariyojana
Components Length (in km) Total Length Completed (in Km)
Economic Corridors 8,737 5,986
Inter-Corridors Roads 2,889 2,108
Feeder Roads 973 540
National Corridors 1,777 1,394
National Corridors Efficiency Improvement 824 732
Expressways 2,422 1,791
Border Roads & International Connectivity Roads 1,619 1,400
Coastal Roads 77 72
Port Connectivity Roads 348 120
Balance Road Works under NHDP 6,758 5,058
Total- Bharatmala 26,425 19,201
Source: MoRTH 2024-25, CRISIL Intelligence
2632.18.2 Status of BMP-1
National highways measuring 34,800 km in length were planned under BMP phase 1, according to a MoRTH press
release, out of which, 26,425 km (76%) were awarded for construction as of February 2025 and ~19,826 km have
been completed so far. The projects under BMP are mainly funded by the centre, while MoRTH manages resource
mobilisation.
State-wise summary of BMP
Total Awarded Total
Length Awarded Length
project project project
State completed State project completed
length length length
(km) length (km) (km)
(km) (km) (km)
Andhra Pradesh 2,525 1,936 641 Maharashtra 3,029 2,174 1,628
Assam 433 431 312 Manipur 635 635 332
Bihar 1,572 1,152 571 Meghalaya 170 170 81
Chhattisgarh 571 471 134 Mizoram 593 593 363
Delhi 203 203 158 Nagaland 208 208 131
Goa 26 26 26 Odisha 1,586 967 785
Gujarat 1,577 1,194 742 Punjab 1,764 1,553 424
Haryana 1,058 1,058 776 Rajasthan 2,503 2,360 2,152
Himachal Pradesh 167 167 105 Tamil Nadu 2,414 1,476 1,011
Jammu & Kashmir 433 251 88 Telangana 1,719 1,026 492
Jharkhand 1,000 801 367 Tripura 94 94 66
Karnataka 2,059 1,603 855 Uttar Pradesh 3,127 2,496 1,612
Kerala 1,126 708 172 Uttarakhand 273 264 112
Madhya Pradesh 3,063 2,017 1,137 West Bengal 874 385 277
Source: MoRTH, PIB, CRISIL Intelligence
2.19 Overview of National Highways and Infrastructure Development Corporation Limited (NHIDCL)
The National Highways and Infrastructure Development Corporation Limited (NHIDCL) was established under the
MoRTH, on July 18, 2014. It aims to boost construction of national highways and infrastructure in the Northeastern
Region and strategic border areas. NHIDCL facilitates economic development in these regions by integrating them
more robustly with the mainstream, providing economic benefits to the local population.
As of March 31, 2022, NHIDCL employs 345 individuals across 13 states/UTs and Kathmandu, Nepal. It has also
ventured into other infrastructure projects such as multi-level car parking, logistic parks, and bus ports. NHIDCL's
projects are enhancing accessibility to remote areas, constructing safer roads, tunnels, and bridges, particularly in
challenging terrains like Jammu and Kashmir, Uttarakhand, North-East, West Bengal, and Andaman & Nicobar
Islands. Additionally, NHIDCL is contributing to socio-economic growth through skill development programs,
improving livelihoods, fostering trade, tourism, and supporting states in by providing financial aid and basic life care
ambulances during pandemic.
2.19.1 NHIDCL portfolio for road development in Northeast Regions of India and Jammu & Kashmir
As of FY 2025, NHIDCL is managing a robust portfolio of 262 ongoing projects, covering 5,338 km of highways,
with a cumulative estimated cost of approximately ₹1.3 lakh crore. In addition, the corporation has successfully
completed 90 projects spanning 1,681 km, with a total expenditure of around ₹21,851 crore.
In the current financial year alone, NHIDCL:
• Constructed 1,160 km of national highways
• Awarded works for 1,000 km of road length worth ₹23,055 crore
264• Completed 29 projects in the Northeastern region
The corporation is currently tasked with developing and upgrading road connectivity across an aggregate length of
approximately 8,857 km, including corridors in the North Eastern states, Andaman & Nicobar Islands, North Bengal,
and hill states/UTs like Jammu & Kashmir, Ladakh, and Uttarakhand.
Order Book of NHIDCL (Split of 5,465 kms Length entrusted)
2%
2%
4%
8%
16%
5%
27%
13%
17% 7%
Jammu & Kashmir Ladakh Manipur Meghalaya Mizoram
Nagaland Sikkim Tripura Uttarakhand West Bengal
Source: NHIDCL Annual Report 2023-24, CRISIL Intelligence
2.20 PM Gati Shakti - National Master Plan for Multi-modal Connectivity
Gati Shakti Scheme or National Master Plan for multi-modal connectivity plan, was unveiled in October 2021, with
an objective of curtailing the logistics cost for the country, by coordinating the infrastructure creation activity different
government entities. Major characteristics of the scheme are
• Digital platform for coordination across 16 ministries, including roadways and railways
• ‘Gati Shakti’ platform will subsume the infrastructure projects announced under National Infrastructure Pipeline
(valued at Rs 111 trillion)
• Existing infrastructure schemes across ministries, such as Bharatmala (Roads), Sagarmala (Ports), UDAN (Air),
Inland Waterways, Dry ports etc. will be incorporated in the platform
• The platform will also provide spatial data and implementation status for different projects
• Eleven industrial corridors and two defence corridors are also planned in the scheme, covering clusters for textile,
pharmaceutical, fishing, electronics, agriculture etc.
Key targets set for different heads under the scheme are:
Previous Level
Sectors Ministry Involved Target by FY25
(FY20/FY21)
Ministry of Ports, Shipping & Increase capacity to 1,759 1,282 million tonnes
Ports
Waterways million tonnes (FY20)
Ministry of Ports, Shipping & Ramp up cargo movement to
National Waterways 74 million tonnes (FY20)
Waterways 95 million tonnes
Freight movement target: 1,210 million tonnes
Railways Ministry of Railways
1,600 million tonnes (FY20)
Multimodal Logistics Develop 500 multimodal
Ministry of Railways -
Parks (MMLPs) cargo terminals
Ministry of Petroleum and Natural Double pipeline length to
Gas Pipelines 17,000 km (FY20)
Gas 34,500 km
Ministry of New and Renewable Add 150 GW incremental
Renewable Energy -
Energy renewable capacity
265Previous Level
Sectors Ministry Involved Target by FY25
(FY20/FY21)
Expand transmission capacity
Power Transmission Ministry of Power -
to ~452,000 circuit km
An integrated platform to monitor the progress of projects and logistics initiatives spanning across different ministries
will certainly aid in increasing coordination and planning infrastructure creation and connectivity.
2.21 Overview of Tunnelling Projects
Tunnelling projects in India are playing a crucial role in improving connectivity, enhancing defence preparedness, and
fostering regional economic growth. These projects are being developed in geographically challenging areas, urban
centres, and along strategic borders.
Key Areas of Tunnelling Projects in India:
Transportation (Road & Rail Tunnels): Many tunnelling projects aim to reduce travel time, enhance connectivity, and
improve safety in regions with difficult geographical conditions, such as mountainous terrains.
Metro and Urban Development: Tunnels for metro networks are critical to reducing congestion in urban areas like
Delhi, Mumbai, and Bengaluru.
Hydroelectric Projects: Tunnels are also constructed for water diversion and storage in hydropower projects.
Water and Sewage Infrastructure: Many cities require tunnelling for underground water supply and sewage systems
to support growing populations.
Key Projects:
Zojila Tunnel (Jammu & Kashmir)
The Zojila Tunnel is being built with the aim to connect Srinagar to Leh via Kargil. It will be covering a span of 13.15
km and includes 17 km of approach roads, totalling 30.18 km. With a project cost of ₹6,809.69 crore, it is expected to
be completed by September 2026. Over 52% of the physical work has been achieved.
Shinkun La Tunnel (Ladakh)
The Shinkun La Tunnel, a 4.1 km twin-tube project located at an altitude of 15,800 feet, is set to become the highest
tunnel in the world upon completion. This tunnel, part of the Nimu-Padum-Darcha Road, will provide all-weather
connectivity to Leh, bolstering both defence logistics and socio-economic development in the Ladakh region. The
project was initiated by the Prime Minister in July 2024.
Sela Tunnel (Arunachal Pradesh)
This 1.5 km long tunnel is located on the Balipara-Charduar-Tawang Road and is designed to ensure all-weather
access to Tawang, a strategic area bordering China. The tunnel has been completed and inaugurated, showcasing
India’s infrastructure capabilities in challenging terrains.
Chenani-Nashri Tunnel (Jammu & Kashmir)
Stretching 9.2 km, this is India’s longest road tunnel. It connects Chenani and Nashri, bypassing the challenging terrain
of the Patnitop region. Designed as an all-weather route, it significantly improves connectivity between Jammu and
Srinagar.
Atal Tunnel (Himachal Pradesh)
Located at an altitude of 3,000 meters in the Rohtang Pass, this 9.02 km marvel is the world’s highest tunnel. It
provides year-round access to the Lahaul and Spiti Valley, which was previously cut off during the harsh winter
months.
Eastern Peripheral Expressway (Delhi)
This 135 km ring road around Delhi includes underground sections that help bypass urban areas, easing traffic
congestion and reducing pollution in the capital.
266Kolkata East-West Metro Corridor
An ambitious metro project, this includes tunnels running beneath the Hooghly River. It connects Kolkata’s central
areas to its eastern suburbs, enhancing urban mobility.
Udhampur-Srinagar-Baramulla Rail Link Project (Jammu & Kashmir)
A strategic initiative to improve rail connectivity in the region, this project involves several tunnels cutting through
rugged terrains, ensuring better access and integration for remote areas.
Mumbai Metro Tunnel Projects (Maharashtra)
In urban settings, tunnelling projects such as the Goregaon-Mulund Link Road and the Thane-Borivali Twin Tunnel
aim to ease traffic congestion and improve urban mobility. These projects are part of the larger urban infrastructure
upgrade in Mumbai.
2.22 Overview of Cable Stayed Bridges
Cable-stayed bridges are a type of bridge where the deck is supported by cables attached to vertical towers known as
pylons. Unlike suspension bridges, where cables are primarily horizontal, cable-stayed bridges have cables that
connect directly from the deck to the pylons, allowing for greater stability and a more compact design. This makes
these bridges suitable for areas with limited space or challenging terrains.
Some Notable Cable-Stayed Bridges in India
1. Bandra-Worli Sea Link (Mumbai): A prominent example featuring stylish pylons and efficient design,
showcasing advancements in Indian bridge engineering.
2. Chenab Bridge: Currently under construction, this bridge is set to be one of the tallest and longest cable-
stayed bridges in the world, connecting important regions in Kashmir.
3. New Yamuna Bridge (Allahabad): An impressive cable-stayed structure aimed at enhancing connectivity
in urban areas.
4. Chennai's Durgam Cheruvu Cable Bridge: A key bridge connecting important transit routes, highlighting
modern architectural trends in India.
2.23 Overview of Elevated Roads
Elevated roads, often designed as flyovers or overpasses, are roadways that are built above ground level to allow for
the uninterrupted flow of traffic. They play a crucial role in urban planning and traffic management by reducing
congestion at critical junctions, maintaining traffic speeds, and providing a smoother transit experience for commuters.
One notable example is the 114 km elevated road corridor announced for Bengaluru, aimed at mitigating traffic woes
in the city as part of the Swachha Bengaluru initiative. This project emphasizes the growing trend of integrating
elevated roads into urban development plans to alleviate congestion and improve air quality.
Some Notable Elevated Road Projects
1. Mumbai-Pune Expressway: Recognized as India's first access-controlled expressway, it includes elevated
sections to facilitate high-speed travel between these two major urban centres.
2. Yamuna Expressway: A prominent example of an elevated road that connects Greater Noida to Agra,
showcasing the effectiveness of elevated systems in facilitating long-distance travel.
2673 State Roads
3.1 Review and Outlook of State Road
3.1.1 State road capex to continue growth in fiscal 2026
State roads, which comprise highways, major district roads and rural roads, play a crucial role in India's economic
development, particularly in mid-sized towns and rural areas. These roads, which account for over 20% of the overall
road network, handle ~40% of road traffic, facilitating the movement of raw materials and products to and from the
hinterland. The importance of state roads cannot be overstated, as they aid industrial development and contribute
significantly to economic growth.
Fiscal 2026 outlay for top 15 states 10-12% up on-year even on a high base
Note: E: Estimated; State budget data for 15 states that account for 85% of total state road capex outlay
Source: State budget documents, CRISIL Intelligence
Budget for fiscal 2026 for the top 15 states, which account for 85% of the overall capex outlay for roads, is estimated
to see an increase of 10-12% on-year even on a high base. The hike in allocation is expected to help retain the strong
momentum in state spending toward road infrastructure. The state budget data for the 15 states indicates that the
spending on road infrastructure is projected to increase to Rs 180-184 thousand crore in fiscal 2026 from ~Rs 163
thousand crore in fiscal 2025.
Looking at the state-wise expenditures on the roads & highways sectors, it is evident that the top spenders on roads &
highways setcor have budgeted for higher capital outlay this fiscal as well. The top 3 states - Uttar Pradesh,
Maharashtra & Tamil Nadu together account for close to 50% of the total state outlay on the roads & highways sector.
On the other hand, the top 5 states together account for 70% of the total state capital outlay on the roads & highways
sector. Given these states have relatively strong fiscal deficit profiles as well, the actual expenditure by these states is
also likely to be high leading to new investment opportunities.
268Traditional top road spenders have budgeted for high capital outlay this fiscal as well
Note: Fiscal deficit: <3% green, 3-3.6% yellow and >3.6% red
Source: NHAI, MoRTH, State budget documents, PMGSY, CRISIL Intelligence
3.1.2 State roads financed by state governments, private participation in state-level HAM projects, a
monitorable
State roads are largely financed through budgetary allocations by respective state governments. These are
supplemented by funds from the National Bank for Agriculture and Rural Development (Nabard), Housing and Urban
Development Corporation Ltd, Rural Infrastructure Development Fund, and the state's portion of Central Road Fund
(CRF).
State governments will finance most state road projects (via budgetary allocation, external assistance, and CRF). Some
states have a favourable policy framework to attract private participation. Going forward, the share of private
participation in state roads is expected to be at 12-15% as the success of the HAM projects introduced across various
states are monitorable.
269Budgetary support and lender comfort — key success factors for states
Source: State budget documents, CRISIL Intelligence
3.1.3 Central assistance to state roads
State roads come under the jurisdiction of the respective state governments. However, the central government may
provide financial assistance to state governments through various schemes for the development of the road network.
The responsibility of awarding contracts for road development is entrusted with two state government divisions,
namely, the PWD and Road Development Corporation (RDC). Generally, cash contracts are awarded by the state
PWDs, while BOT-annuity and BOT-toll contracts are awarded by state RDCs.
The central government has set up the CRF to provide financial assistance to state governments for road development
and railway safety works within the states.
2704 Competitive landscape for EPC players
4.1 Operational Parameters
In the intensely competitive landscape of India's road infrastructure sector, operational efficiency and execution
prowess are the primary differentiators among major players. This analysis provides a comparative review of the
leading EPC companies, focusing on their operational strengths as evidenced by key metrics. By examining factors
such as the total number of projects completed, number of ongoing projects, this section aims to highlight the execution
capabilities and market dominance of each company, thereby offering a comprehensive understanding of their
operational footprint and track record in driving the nation's road development agenda.
4.1.1 Ceigall India Limited
Ceigall India Limited is a leading player in the infrastructure and construction sector, known for delivering complex
engineering, procurement, and construction (EPC) projects across India. The company specializes in creating critical
transportation infrastructure, including highways, expressways, bridges, flyovers, railway over bridges (ROBs),
tunnels, and runways. With a strong presence across the country, Ceigall India has made significant contributions to
improving connectivity and transportation networks. As of 2025, the company has successfully completed 34 projects
and is actively working on 19 ongoing projects.
4.1.2 GR Infra Projects Limited
G R Infra projects Limited (GRIL) is a prominent player in India’s infrastructure sector, specializing in engineering,
procurement, and construction services. With over 25 years of experience, the company focuses on developing
highways, bridges, airport runways, railways, metro projects, power transmission lines, and tunnels. The company has
a presence in 23 states and has 8 manufacturing units. As of 2025, their highways and bridges portfolio includes 63
projects, and have an ongoing pipeline of 16 projects.
4.1.3 HG Infra Engineering Limited
HG Infra Engineering Limited (HGIEL), established in 2003, is a prominent Indian infrastructure company
specializing in engineering, procurement, and construction (EPC) services. The company focuses on developing and
executing projects in sectors such as roads and highways, bridges, flyovers, and other civil construction works.
Operating across various states in India, HGIEL has significantly contributed to the nation’s infrastructure
development. As of 2024, the company has completed numerous projects and continues to work on several ongoing
developments, enhancing connectivity and supporting economic growth. Their roads and highways portfolio includes
over 44 completed projects as of Sep 2025.
4.1.4 KNR Construction
KNR Constructions Limited (KNRCL), founded in 1995, is a leading infrastructure development company in India,
specializing in engineering, procurement, and construction (EPC) services. The company operates across various
sectors, including roads and highways, irrigation, and urban water infrastructure. With a strong presence in multiple
states, KNRCL has successfully completed numerous projects, contributing significantly to India’s infrastructure
landscape. As of 2025, the company continues to execute several ongoing projects, further enhancing the nation’s
connectivity and water management systems. Their roads and highways portfolio includes 13 ongoing projects, almost
39 completed projects.
4.1.5 PNC Infratech
PNC Infratech Limited, incorporated in 1999, is a leading Indian infrastructure development, construction, and
management company. The company specializes in executing projects across sectors such as highways, bridges,
flyovers, airport runways, industrial area development, and water supply infrastructure.
4.1.6 J Kumar Infra
J. Kumar Infraprojects Limited, founded in 1980, has emerged as a premier Indian infrastructure player specializing
in complex urban projects, metros (both underground and elevated), bridges, flyovers, tunnels, canals, and dams. With
end‑to‑end capabilities in planning, engineering, procurement and construction, it partners with major government
bodies like DMRC, NHAI, MMRDA, and state corporations to deliver high‑quality, sustainable projects. The
company emphasizes safety, excellence, and innovation, backed by a skilled workforce and modern equipment. It also
maintains strong ESG policies and corporate governance frameworks. As of 2025, they have worked on 11 road
projects, 13 bridges, 30 flyover projects.
2714.1.7 Dhariwal Buildtech Limited
Dhariwal Buildtech Limited is an infrastructure construction company specializing in the construction of roads,
highways, state highways, PMGSY roads, bridges, railway over bridges, tunnels, railways, irrigation, rural
infrastructure and other civil works
Dhariwal Buildtech Limited is one of the fastest growing and leading road engineering procurement and construction
companies in India with a revenue CAGR of 36.53% between fiscal 2023 to 2025. Dhariwal Buildtech Limited is a
diversified and pan India player with geographical footprint spanning 13 states including Haryana, Bihar, Madhya
Pradesh, Maharashtra, Meghalaya, Uttar Pradesh, Assam, Mizoram, Himachal Pradesh, Ladakh, Kerala, Karnataka
and Rajasthan.
The company has established itself as a key player in the road engineering, procurement, and construction (EPC)
segment, backed by a proven track record of efficient and timely project delivery. With a pan-India presence and a
healthy, diversified order book, Dhariwal Buildtech has consistently demonstrated its ability to cater to varied client
requirements. Strong promoter experience, a qualified management team, and a skilled workforce form the backbone
of its operations. These are complemented by advanced in-house capabilities, modern machinery, and robust human
resource practices. The company’s efficient business model, strategic equipment base, and commitment to operational
excellence position it as a trusted partner in India’s infrastructure development.
4.2 Financial Parameters (FY 2022-25)
Beyond operational success, the financial health and stability of EPC companies are crucial indicators of their long-
term viability and growth potential. This competitive analysis delves into the financial performance of key players in
the Indian road infrastructure industry, using a range of critical financial metrics. By comparing parameters such as
revenue, EBITDA, PAT, and Net Debt-to-Equity, this section provides an in-depth financial perspective. It seeks to
illuminate each company's profitability, capital structure, and ability to generate sustainable returns, offering
stakeholders a clear view of their financial strengths and resilience in a capital-intensive and dynamic market.
4.2.1 Ceigall India Limited
Parameters 2022 2023 2024 2025
Revenue 11337.88 20681.68 30302.03 34376.42
EBITDA 1858.62 2955.90 5185.13 5192.87
EBITDA Margin 16.39% 14.29% 17.11% 15.11%
PAT 1254.52 1624.58 3043.06 2865.75
PAT Margin 11.06% 7.86% 10.04% 8.34%
Inventory Days 14.86 22.02 75.72 119.08
Debtor Days 31.91 57.85 51.78 182.02
Payable Days 50.28 190.58 53.35 95.84
NWC days -3.51 -110.71 74.16 205.26
Gross Block 1884.92 3422.15 4317.29 4886.81
Total Debt 3163.09 7026.46 10611.21 13966.86
Net Debt 1242.01 3419.35 6930.57 7627.63
Networth 3914.97 5451.87 9063.12 18435.09
Ratios
ROE% 64.09% 34.69% 41.93% 20.84%
ROCE% 51.01% 28.42% 31.21% 19.98%
Asset Turnover 12.03 7.79 7.83 7.47
Net Debt/EBITDA 66.82% 115.68% 133.66% 146.89%
Net Debt/Equity 31.72% 62.72% 76.47% 41.38%
Note: All the values are in millions
Note: Consolidated financial data has been used
Source: MCA database, CRISIL Intelligence
4.2.2 GR Infra Projects Limited
Parameters 2022 2023 2024 2025
Revenue 84709.30 94905.38 89889.01 73999.29
272Parameters 2022 2023 2024 2025
EBITDA 17491.90 25561.73 21150.64 16416.30
EBITDA Margin 20.65% 26.93% 23.53% 22.18%
PAT 8319.13 14544.27 13229.66 10153.95
PAT Margin 9.82% 15.33% 14.72% 13.72%
EBIT 10473.01 18675.10 13062.24 9490.04
Inventory Days 118.87 148.55 295.07 34.10
Debtor Days 28.80 242.31 62.67 11.23
Payable Days 48.21 57.79 82.17 1048.53
NWC days 99.45 333.07 275.58 -1003.20
Gross Block 24,525.20 25,967.09 26,811.39 25,209.77
Total Debt 52,505.40 56,789.77 38,027.61 49,661.61
Net Debt 46,377.64 53,209.06 31,225.08 40,704.99
Networth 48,089.17 62,632.67 76,013.30 85,006.03
Ratios
ROE% 18.93% 26.27% 19.08% 12.61%
ROCE% 16.12% 21.19% 19.27% 14.20%
Asset Turnover 3.76 3.76 3.41 2.84
Net Debt/EBITDA 265.14% 208.16% 147.63% 247.95%
Net Debt/Equity 96.44% 84.95% 41.08% 47.88%
Note: All the values are in millions
Note: Consolidated financial data has been used
Source: MCA database, CRISIL Intelligence
4.2.3 HG Infra Engineering Limited
Parameters 2022 2023 2024 2025
Revenue 37,171.95 44,546.91 51,563.59 50,562.62
EBITDA 7,108.63 7,637.57 8,833.83 10,582.68
EBITDA Margin 19.12% 17.15% 17.13% 20.93%
PAT 3,800.36 4,931.90 5,385.86 5,054.01
PAT Margin 10.22% 11.07% 10.45% 10.00%
EBIT 5,095.64 5,150.78 5,257.96 6,491.74
Inventory Days 65.83 81.09 113.78 41.21
Debtor Days 183.02 217.71 161.60 51.25
Payable Days 88.71 126.63 147.29 207.93
NWC days 160.14 172.17 128.08 (115.48)
Gross Block 8,108.74 10,398.33 12,444.32 15,132.06
Total Debt 11,832.39 19,067.51 15,044.20 40,918.64
Net Debt 10,921.93 16,977.50 13,521.10 38,949.67
Networth 14,341.49 19,203.30 24,533.64 29,471.32
Ratios
ROE% 30.47% 29.40% 24.63% 18.72%
ROCE% 28.37% 25.29% 24.57% 17.25%
Asset Turnover 4.71 4.81 4.51 3.67
Net Debt/EBITDA 153.64% 222.29% 153.06% 368.05%
Net Debt/Equity 76.16% 88.41% 55.11% 132.16%
Note: All the values are in millions
Note: Consolidated financial data has been used
Source: MCA database, CRISIL Intelligence
4.2.4 KNR Construction
Parameters 2022 2023 2024 2025
Revenue 36184.21 40690.81 44303.80 47548.45
EBITDA 9546.69 9248.81 10496.65 16270.56
273Parameters 2022 2023 2024 2025
EBITDA Margin 26.38% 22.73% 23.69% 34.22%
PAT 3663.93 4394.09 7522.97 10018.74
PAT Margin 10.13% 10.80% 16.98% 21.07%
Inventory Days 66.67 27.19 24.66 18.72
Debtor Days 87.05 58.62 58.98 73.13
Payable Days 58.56 94.67 61.82 76.19
NWC days 95.16 -8.86 21.81 15.66
Gross Block 20323.76 16471.43 16681.98 16711.47
Total Debt 14571.24 6464.00 12582.21 18466.32
Net Debt 13097.50 4262.02 8473.28 15241.14
Networth 25591.02 24450.13 32364.08 45411.36
Ratios
ROE% 16.16% 17.56% 26.48% 25.76%
ROCE% 25.99% 23.39% 28.55% 27.64%
Asset Turnover 1.78 2.47 2.66 2.85
Net Debt/EBITDA 137.19% 46.08% 80.72% 93.67%
Net Debt/Equity 51.18% 17.43% 26.18% 33.56%
Note: All the values are in millions
Note: Consolidated financial data has been used
Source: MCA database, CRISIL Intelligence
4.2.5 PNC Infratech
Parameters 2022 2023 2024 2025
Revenue 66761.42 73666.69 79098.30 67686.84
EBITDA 12223.15 10683.65 12559.76 20660.61
EBITDA Margin 18.31% 14.50% 15.88% 30.52%
PAT 5804.30 6584.50 9094.21 8154.18
PAT Margin 8.69% 8.94% 11.50% 12.05%
Inventory Days 32.18 47.28 45.59 66.83
Debtor Days 318.31 395.33 460.18 593.18
Payable Days 92.87 86.93 100.95 82.74
NWC days 257.62 355.68 404.82 577.27
Gross Block 35284.33 35709.55 35985.16 12286.78
Total Debt 47788.37 62713.30 80164.58 93445.55
Net Debt 42,575.68 58,561.15 70,148.22 77,009.00
Networth 36043.06 42534.58 51529.96 54088.22
Ratios
ROE% 17.48% 16.76% 19.34% 15.44%
ROCE% 15.88% 15.01% 16.17% 14.65%
Asset Turnover 1.90 2.08 2.21 2.80
Net Debt/EBITDA 390.97% 587.00% 638.27% 452.29%
Net Debt/Equity 348.32% 548.14% 558.52% 372.73%
Note: All the values are in millions
Note: Consolidated financial data has been used
Source: MCA database, CRISIL Intelligence
4.2.6 J Kumar Infra
Parameters 2022 2023 2024 2025
Revenue 35,304.21 42,031.43 48,792.05 56,934.88
EBITDA 5,078.14 5,970.72 7,040.62 8,264.00
EBITDA Margin 14.38 14.21 14.43 14.51
PAT 2,058.76 2,743.91 3,285.93 3,904.49
PAT Margin 5.83 6.53 6.73 6.86
274Parameters 2022 2023 2024 2025
Inventory Days 110.10 94.74 90.44 37.76
Debtor Days 92.62 100.31 91.60 95.43
Payable Days 90.81 81.42 66.87 81.68
NWC days 111.92 113.62 115.18 51.50
Gross Block 14,809.86 17,242.56 19,377.34 21,776.54
Total Debt 4,455.54 5,214.04 6,618.94 6,662.57
Net Debt 1,864.57 2,628.07 3,849.10 (1731.43)
Networth 20,866.50 23,397.28 26,419.16 30,047.51
Ratios
ROE% 9.87 11.73 12.44 13.83
ROCE% 15.21 17.38 18.20 19.71
Asset Turnover 2.38 2.44 2.52 2.77
Net Debt/EBITDA 36.72% 44.02% 54.67% -20.95%
Net Debt/Equity 8.94% 11.23% 14.57% -5.76%
Note: All the values are in millions
Note: Standalone financial data has been used
Source: MCA database, CRISIL Intelligence
4.2.7 Dhariwal Buildtech Limited
Parameters 2023 2024 2025
Revenue 6190.86 9215.51 11539.30
EBITDA 1058.62 1698.68 2475.18
EBITDA Margin 17.10% 18.43% 21.45%
PAT 643.88 1101.45 1605.89
PAT Margin 10.40% 11.95% 13.92%
Inventory Days 26.08 32.19 56.75
Debtor Days 21.67 30.51 24.16
Payable Days 35.95 51.24 33.60
NWC days 11.80 11.46 47.30
Gross Block 920.62 1445.01 1872.02
Total Debt 756.77 1611.65 4840.88
Net Debt -204.94 -52.18 3782.93
Networth 1375.96 2569.97 4165.18
Ratios
ROE% 93.59% 55.83% 47.69%
ROCE% 87.22% 50.11% 35.20%
Asset Turnover 13.45 7.79 6.96
Net Debt/EBITDA -19.36% -3.07% 152.83%
Net Debt/Equity -14.89% -2.03% 90.82%
Note: All the values are in millions
Note: Consolidated financial data has been used
Source: MCA database, CRISIL Intelligence
4.2.8 Parameter wise Formulas
Parameters Formulas
Revenue Operating Income
EBITDA Operating Profit Before Depreciation. Interest and Taxes (OPBDIT)
EBITDA Margin OPDIT/Operating Income*100
PAT Profit After Tax (PAT)
PAT Margin PAT/Operating Income*100
Inventory Days Days Inventory: as cost of sales
Debtor Days Debtors & Bills Disc.: as days Gross & Traded Sales
275Parameters Formulas
Payable Days Days Payables: as days consumption
No. of working capital days = Debtors days (receivable) + inventory days – payable
NWC days
days
Gross Block Gross Block
Total Debt Long Term Debt + Short Term Debt + Current Maturities of Long-Term Debt
Net Debt Net debt = Long term debt+ short term debt - cash and bank balances
Networth Equity Share Capital + Reserves except Revaluation Reserves-Intangible Assets
Ratios
ROE% PAT/Tangible Net Worth
ROCE% PBIT/Tangible Net worth + Total Debt
Asset Turnover Operating Income/ avg gross block
Net Debt/EBITDA Net Debt/EBITDA
Net Debt/Equity Net Debt/Equity
Source: Crisil Intelligence
2765 Threats and Challenges
The following section frames out some of the threats and challenges in the industry.
5.1.1 Market and Economic Challenges
• Economic Slowdowns: A slowdown in the broader economy can lead to a reduction in government spending on
infrastructure projects, fewer new tenders being floated, and a general tightening of credit, all of which adversely
impact the civil construction sector.
• Commodity Price Volatility: The civil construction sector is highly dependent on key raw materials like steel,
cement, bitumen, and aggregates. Fluctuations in the prices of these commodities can significantly impact a
company's project costs and profitability.
• Intense Competition and Bid Price Pressure: The Indian Road construction sector is highly competitive, with
many domestic and international players vying for projects. This leads to aggressive bidding and can compress
profit margins. Companies might be forced to bid for projects at lower-than-ideal margins just to secure a healthy
order book and maintain market share.
• Funding and Liquidity Issues:
o Delayed Fund Disbursement: In case of any delays in payment from government agencies and state road
development corporations, it can strain a company's working capital and cash flow. This often leads to
increased borrowing and higher interest costs.
o Capital-Intensive Nature: Road projects require significant initial capital for equipment, manpower, and
materials. Companies must have access to adequate funding, both from banks and from their own cash
flows, to sustain operations.
5.1.2 Operational and Execution Challenges
• Land Acquisition Delays: This remains one of the most significant and persistent challenges. The process of
acquiring land for new road alignments is often slow, complex, and can be mired in legal disputes and community
resistance. Delays in land acquisition directly affect project timelines, leading to cost overruns and financial
penalties.
• Regulatory and Environmental Hurdles: Obtaining various statutory clearances, including environmental,
forest, and wildlife approvals, can be a time-consuming and bureaucratic process. This can cause significant
project delays.
• Inconsistent Policies: Changes in government policies, tax regimes (e.g., GST), and regulatory frameworks can
create uncertainty and impact project economics.
• Shortage of Skilled Labor and Manpower Management: The road construction sector heavily relies on a large
workforce, including skilled engineers, technicians, and migrant laborers. Challenges include a shortage of skilled
personnel, high labor turnover, and managing a dispersed workforce across multiple project sites.
• Project Management and Execution Risks:
o Lack of Timely Approvals: Projects often get delayed due to slow approval processes for design changes,
material specifications, or other on-site issues.
o Sub-Contractor and Supply Chain Risks: Over-reliance on sub-contractors can introduce risks related to
quality control, project timelines, and contractual disputes. Disruptions in the supply chain for key
materials can also lead to delays.
5.1.3 Technology and Innovation Threats
• The Need for Technology Adoption: The industry is experiencing a rapid shift towards new technologies, and
companies that fail to adapt risk falling behind.
277• Automation and Robotics: The use of robotics, drones for site monitoring, and other forms of automation is
improving speed, precision, and safety. A lack of investment in these technologies can impact a company's
competitiveness.
• Sustainability and Green Technologies: Growing concerns about environmental impact are driving a demand
for more sustainable construction methods and materials. Companies that are not prepared to integrate green
building materials and eco-friendly practices may face regulatory pressures and lose out on projects where
sustainability is a key criterion.
• Data and Digital Transformation: The future of infrastructure lies in 'smart' roads and digital project
management. Companies need to invest in data analytics, IoT sensors for monitoring road conditions, and digital
platforms for real-time project tracking. This requires a significant cultural and technological shift, which can be
a major challenge for traditional players.
278OUR BUSINESS
Some of the information in this section, including information with respect to our business plans and strategies,
contain forward-looking statements that involve risks, assumptions, estimates and uncertainties. You should read
“Forward-Looking Statements” on page 17 for a discussion of the risks and uncertainties related to those statements
and also the section “Risk Factors” on page 28 for a discussion of the risks that may affect our business, financial
condition, or results of operations, and “Restated Consolidated Financial Information” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 374 and 440, respectively, for
a discussion of certain factors that may affect our business, financial condition or results of operations. Our actual
results may differ materially from those expressed in or implied by these forward-looking statements.
We have included various operational and financial performance indicators in this Draft Red Herring Prospectus,
many of which may not be derived from our Restated Consolidated Financial Information or otherwise be subject to
an examination, audit or review by our statutory auditors or any other expert. The manner in which such operational
and financial performance indicators are calculated and presented, and the assumptions and estimates used in such
calculations, may vary from that used by other companies in India and other jurisdictions. Investors are accordingly
cautioned against placing undue reliance on such information in making an investment decision and should consult
their own advisors and evaluate such information in the context of the Restated Consolidated Financial Information
and other information relating to our business and operations included in this Draft Red Herring Prospectus.
Unless otherwise indicated, industry and market related data used in this section have been derived from the report
titled “Assessment of the Indian roads sector” dated September 2025 (the “CRISIL Report”) prepared and released
by CRISIL Intelligence (formerly known as CRISIL Market Intelligence & Analytics) (“CRISIL Intelligence”)which
has been exclusively paid and commissioned for by our Company pursuant to an engagement letter dated November
19, 2024, for the purpose of confirming our understanding of the industry we operate in, in connection with the Issue.
The CRISIL Report will form part of the material documents for inspection and a copy of the CRISIL Report will be
available on the website of our Company at http://www.dhariwalbuildtech.com. The data included herein includes
excerpts from the CRISIL Report and may have been re-ordered by us for the purposes of presentation. Unless
otherwise indicated, financial, operational, industry and other related information derived from the CRISIL Report
and included herein with respect to any particular year refers to such information for the relevant Fiscal Year. See
“Certain Conventions, Use of Financial Information and Market Data and Currency of Presentation – Industry and
Market Data” and “Risk Factors — Industry information included in this Draft Red Herring Prospectus has been
derived from an industry report commissioned and paid for by us as well as exclusively prepared for the purposes of
the Issue. There can be no assurance that such third-party statistical, financial and other industry information is either
complete or accurate” on pages 14 and 55, respectively.
Our Company’s Fiscal commences on April 1 and ends on March 31 of the immediately subsequent year, and
references to a particular Fiscal 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 derived from the Restated Consolidated Financial Information included in this Draft Red Herring Prospectus.
For further information, see “Restated Consolidated Financial Information” on page 374. Unless otherwise indicated
or the context otherwise requires, in this section, references to “we”, “us”, “our” and “our Company”, are to our
Company together with its Subsidiaries on a consolidated basis.
Overview
We are an infrastructure construction company specializing in the construction of roads, highways, state highways,
PMGSY roads, bridges, railway over bridges as well as tunnels, railways, irrigation, rural infrastructure and other civil
works. According to the CRISIL Report, we are one of the leading and fastest growing road engineering, procurement
and construction company (“EPC”) with a revenue CAGR of 36.53% between fiscal 2023 and 2025. Our Company
has established itself as a key player in the road EPC segment, backed by a proven track record of efficient and timely
project delivery. Our efficient business model, strategic equipment base and commitment to operational excellence
position us as a trusted partner in India’s infrastructure development. With a pan-India presence and a healthy,
diversified Order Book, we have consistently demonstrated our ability to cater to varied client requirements.
279Our revenue from operations has grown from ₹ 6,185.11 million in Fiscal 2023 to ₹ 11,529.80 million in Fiscal 2025,
with CAGR of 36.53%. Our EBITDA has increased from ₹ 1,052.87 million in Fiscal 2023 to ₹ 2,465.68 million in
Fiscal 2025, with CAGR of 53.03%. Our PAT has grown from ₹ 643.88 million in Fiscal 2023 to ₹ 1,605.90 million
in Fiscal 2025, with CAGR of 57.93%. This consistent growth trajectory reflects our ability to scale operations
efficiently while maintaining strong profitability margins.
Since the commencement of our business in 2017, until as of March 31, 2025, our Company has completed over 29
projects across 8 states with a consolidated contract value of around ₹ 21,176.24 million. We commenced our first
project in 2017 in Uttar Pradesh, on a sub-contractor basis, with a contract value of ₹ 516.20 million, while one of our
recent projects (as a lead member of joint venture with 95% share in the joint venture) at Shinkun La Pass between
Himachal Pradesh and the Union Territory of Ladakh for the construction of uni-directional two-lane twin tunnels has
a contract value of ₹ 10,932.20 million, displaying the rapid growth of our Company as well as enhancement in our
ability to progressively undertake complicated and unique projects. As on the date of this Draft Red Herring
Prospectus, we are eligible to bid for single EPC / HAM road construction projects up to a value of ₹ 14,093.29
million.
We have a consistent track record of executing numerous intricate and unique projects across India. As of March 31,
2025, our Company have 27 ongoing projects spread across India, wherein the clientele comprises of various
government-owned entities and departments within the specific states. As on March 31, 2025, we had an Order Book
of ₹ 47,669.98 million with projects spread across 10 states.
Set out below is our revenue from operations by each of our business segment for Fiscals 2025, 2024 and 2023. Our
business is primarily focused on roadways construction through EPC and HAM projects, which together constitute
the majority of our revenue from operations:
(₹ in million, except percentages)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from As a Revenue from As a Revenue from As a
operations percentage of operations percentage of operations percentage of
revenue from revenue from revenue from
operations operations operations
Roadways 5,286.86 45.85% 7,016.45 76.17% 6,092.13 98.50%
EPC
Roadways 4,974.64 43.15% 1,660.27 18.02% Nil NA
HAM
Railways over 363.38 3.15% 173.97 1.89% Nil NA
bridges and
tunnels
Others(1) 904.92 7.85% 360.54 3.92% 92.98 1.50%
Total 11,529.80 100.00% 9,211.23 100.00% 6,185.11 100.00%
(1) Others include transportation income and sale of material such as steel, cement, bitumen etc. to our sub-contractors.
Set forth below is a graphical representation of our geographic presence across various states in India as on March 31,
2025.
280Note: The number of ongoing and completed projects include EPC, HAM, BOQ and others including pond ash transportation.
Our Company, from time to time, enters into various agreements with other parties for the purposes of bidding and
execution of projects, whereby certain unincorporated vehicles are formed. For details of our Joint Operations, see
“Our Subsidiaries and Joint Operations – Joint Operations” on page 344.
We are guided by the expertise of our Promoter, Chairman and Managing Director, Chet Ram Dhariwal, who has been
part of the civil construction industry in India since 1986. His association with the Engineering Wing of the Panchayati
Raj, Government of Haryana for over 21 years as a draftsman has provided a solid foundation to his knowledge and
prowess in the area of civil construction. He has received a certificate of commendation in appreciation of his
significant contribution in the timely completion of work in the “Mohammadpur-Chaapra Road” by the Bihar State
Road Development Corporation Limited, Patna and has received appreciation from NHAI for his contribution towards
the construction of the four-lane highway of Ujjain Dewas NH-752 D in the state of Madhya Pradesh as a testament
to his experience in civil construction works, project planning and execution and the ability to manage and grow
operations. According to the CRISIL Report, the backbone of our operations is strengthened with our strong Promoter
experience, a qualified management team and a skilled workforce which are complemented by advanced in-house
capabilities, modern machinery, and robust human resource practices. For further information, please see “Our
Promoters and Promoter Group” and “Our Management” on pages 367 and 346, respectively. Our market position
and the growth of our operations has been a result of the industry experience, vision and guidance of our Promoters
and management team.
Our key clientele comprises of government-owned entities and departments. Our Order Book as of a particular date is
calculated on the basis of the aggregate contract value of our ongoing projects as of such date, adjusted for any change
in scope of our work for such projects, reduced by the value of work executed by us until such date, as certified by the
relevant client and after excluding goods and service tax. Our Order Book, as on March 31, 2025, March 31, 2024,
and March 31, 2023 was ₹ 47,669.98 million, ₹ 24,879.46 million and ₹ 22,440.26 million, respectively.
Set out below is our client-wise Order Book composition, as on March 31, 2025:
281Client Project Type Order Book Value (₹ Percentage of Total
million) Order Book
NHAI EPC Projects 11,168.07 23.43%
HAM Projects 16,467.08 34.54%
BRO EPC Projects 12,086.49 25.36%
NHIDCL EPC Projects 4,696.20 9.85%
Sub-total 44,417.84 93.18%
Others Others(1) 3,252.14 6.82%
Total Order Book 47,669.98 100.0%
(1) Comprises of railway contracts and EPC contracts with clients other NHAI, BRO, NHIDCL.
Our Book-to-Bill ratio for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 4.13 times, 2.70 times and 3.63 times,
respectively.
The following table sets out the key events and milestones in our Company’s history displaying the consistent growth
of our Company:
Fiscals Particulars
2017 Incorporation of our Company as SKC Infra Projects Limited
2018 Commenced construction operations with the project awarded in the state of Bihar.
Awarded our first project in the state of Maharashtra for four-lanning of Chikhali - Tarsod package -
2019
IIA section of National Highway – 6.
Awarded the first prime contractor project in the name of the Company for Bye Pass /Periphery road
2020
at Tohana in Fatehabad District.
2021 Awarded the first “largest” prime contractor project in the state of Mizoram for upgradation to two
lane with paved shoulders of the Kwalkuth - Champhai road (International Corridor) of NH-6.
2022 Awarded the construction of six lane flyovers at Boragaon, Gorchuk, Lokhra and Basistha Junction
along with six-laning of approaches on Guwahati Bypass, which was its second largest project as a
“prime contractor” in the state of Assam. The project was completed by March 20, 2024 before the
scheduled completion date resulting in receipt of a bonus amount by our Company. This resulted in
increase of our Company’s bidding technical capacity.
2023 Awarded our first project in the railways sector as a “lead member of a joint venture”.
2023 Awarded our first project in the state of Meghalaya for construction of Major Bridge on Shillong
Bypass connecting National Highway-40 and National Highway-44. The project was completed on
May 24, 2023 before the scheduled completion date and the Company received a bonus amount for
the same.
2023 Awarded our first project in Ladakh for mirror bridge and tunnels, with Boarder Roads Organisation,
Ministry of Defence.
2023 Completion of project before scheduled date in relation to construction of long-term measure of three
black spots location at Sundari, Kishanbazar and Manikpur in the state of Assam on March 18, 2024
. This resulted in increase of the Company’s bidding technical capacity.
2023 Awarded with two hybrid-annuity model based projects in the state of Bihar for a total value of ₹
9,446.20 million for which our Material Subsidiaries, namely Mahishi Bakaur Highways Private
Limited and Chorma Bairgania Highways Private Limited, were incorporated.
2024 Awarded construction works in the states of Rajasthan and Himachal Pradesh.
Awarded EPC project for correction of 17 blacspots/accidental spots under the annual safety road
2025
plan in Kerala,
Awarded the Shinkula tunnel project which will be a high altitude highway tunnel in the world after
2025 completion. Project taken up with Boarder Roads Organization as a lead member of joint venture with
95% share for which it has set up the jointly-controlled operation, M/s Dhariwal Evarscom (JV)
2025 Completion of a standalone work in Assam for construction of six lane standalone flyovers at Raha
Demow Borghat Kathiatali junctions and ROB at Jagiroad and the Company became eligible for
“Bridges & ROBs”
2025 Awarded three hybrid annuity model projects in Uttar Pradesh (Chandannagar-Bareilly) (of contract
value ₹ 6,952.10 million), Bihar (Kishanganj-Bahadurganj) (of contract value ₹ 6,580.00 million) and
in Karnataka (of contract value ₹ 2,930.00 million)
2026 Awarded EPC project for construction of additional major bridge with 4-lane configuration over
rivers Kangshabati and Shilabati in the district of Paschim Medinipur of West Bengal under annual
plan of contract value ₹ 1,580 million,
282Fiscals Particulars
2026 Awarded an EPC project for securing right of way for construction of four-lane greenfield expressway
for connection of Amritsar with Delhi-Amritsar-Katra expressway in the state of Punjab
Our Company’s position in the civil construction works is exemplified by its ahead-of-schedule completion of various
projects, such as the construction of the six lane flyovers at Boragaon, Gorchuk, Lokhra and Basistha junction along
with six laning of approach roads on Guwahati Bypass (NH-37) in the state of Assam, construction of long term
measures for black spots locations at Sundari, Kishanbazar and Manikpur in the state of Assam, and construction of
the bridge at KM 12+865 on the Shillong bypass connecting NH 40 and NH 44 in the state of Meghalaya. We have
demonstrated our ability to execute projects on or ahead of schedule in the past and we believe that we have the
requisite capabilities and expertise to take advantage of the industry’s growth. As on March 31, 2025, our Company
has earned ₹ 173.00 million (including GST) in the form of Early Completion Bonus.
The details of certain key ongoing and completed projects which have established our Company’s presence in the
market, as of March 31, 2025, are as follows:
(Remainder of the page is intentionally left blank)
283Description of the project Client Year of Year of Project Type Contract Percentage of Particulars of the
awarding completion Value work project
of contract (completed (HAM/EPC) (in ₹ completed
/scheduled) million)
Design and construction of unidirectional two BRO 2024 2028 EPC 10,932.20 1.43% This will be the
lane twin tunnels at Shinkun La Pass including longest high-
civil and electrical/mechanical work along with altitude highway
approaches connecting Darcha-Padam Highway tunnel in the world
(Himachal Pradesh and the Union Territory of upon completion.
Ladakh)
It will provide all-
weather road
connectivity to
Ladakh, and this
will be the shortest
route to the border
areas of Ladakh.
It is expected to
streamline the
transportation of
heavy machinery to
strategic locations
such as Kargil,
Siachen, and the
Line of Actual
Control (LoAC).
Construction of six lane flyovers at Boragaon, NHAI 2021 2024 EPC 3,000.00 100% The project was
Gorchuk, Lokhra and Basistha Junction along successfully
with the construction of six lane approaches on completed 6
Guwahati Bypass (NH-37) months ahead of
(Assam) schedule
accommodating
more traffic and
vehicles due to the
six lane capacity.
284Description of the project Client Year of Year of Project Type Contract Percentage of Particulars of the
awarding completion Value work project
of contract (completed (HAM/EPC) (in ₹ completed
/scheduled) million)
Rehabilitation, upgradation and construction of NHAI 2022 2025 HAM 5,515.10 69.94% Contributing to the
two lane with paved shoulder of selected road enhancement of
stretches from Bakaur to Parsarma Section-I vital roads that
(NH-527A), Parsarma to Bariyahi Section-II support economic
(NH-327E), Bangaon Bypass Section-III and growth and
Mahishi Spur Road Section-IV under Bus Rapid regional
Transit Scheme Bharatmala Pariyojna Phase-I connectivity by
(Bihar) incorporating eco-
friendly
construction
practices to
minimize
environmental
impact, including
the use of durable
materials and the
management of
road drainage
systems to prevent
waterlogging,
removing road
conditions and
safety.
Design-construction of 26 vehicle underpasses NHAI 2023 2025 EPC 4,345.10 43.32% Improving
and installation of metal beam crash barrier and connectivity
demolition and reconstruction of distressed between Lalitpur,
bridge on Lalitpur-Sagar-Lakhnadone of NH-44 Sagar, Lakhnadone
(Madhya Pradesh) and fostering better
trade and
transportation
links.
285Description of the project Client Year of Year of Project Type Contract Percentage of Particulars of the
awarding completion Value work project
of contract (completed (HAM/EPC) (in ₹ completed
/scheduled) million)
Rehabilitation and upgradation of Chorma- NHAI 2023 2025 HAM 3,931.10 67.52% The Chorma-
Bairgania section of NH-227F to two lanes with Bairgania section
paved shoulders (Bihar) of NH-227F
rehabilitation and
upgradation project
aims to enhance
road infrastructure,
improve
connectivity, and
boost the regional
economy.
4L of NH530B from Chandan Nagar(Existing NHAI 2025 2026 HAM 6952.10 0% It enhances
Km96.200 of NH530B Design Km.179.500) to connectivity, traffic
Bareilly Bypass(End)(Existing Km267.000 of capacity, and safety
NH30 Design Km227.680) including Trumpet with modern
Interchange at end connecting NH30 in Uttar highway standards.
Pradesh on HAM(Pkg4) The project
features efficient
traffic flow design
and is supervised
for quality and
t imely execution
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286A list of our operating and financial metrics for Fiscals 2025, 2024 and 2023 is set out below:
As of and for periods
Sr.No. KPIs Unit
March 31, 2025 March 31, 2024 March 31, 2023
Operational Metrics
1 Order Book (1) ₹ (in million) 47,669.98 24,879.46 22,440.26
2 HAM Order Book (2) ₹ (in million) 16,467.08 7,796.32 9,446.20
3 Book to Bill Ratio (3) Times 4.13 2.70 3.63
4 Employee Count (4) Number 1,090 999 796
Financial Metrics
5 Revenue from operations ₹ (in million) 11,529.80 9,211.23 6,185.11
6 EBITDA (5) ₹ (in million) 2,465.68 1,694.40 1,052.87
7 EBITDA Margin (%)(6) % 21.39 18.39 17.02
8 Profit after tax (“PAT”) ₹ (in million) 1,605.90 1,101.45 643.88
9 PAT Margin (%)(7) % 13.93 11.96 10.41
10 Cash Profit Margin (%)(8) % 15.99 13.66 12.64
11 Net Worth (Total Equity) (9) ₹ (in million) 4,165.18 2,569.97 1,375.96
12 Total Debt(10) ₹ (in million) 4,840.88 1,611.64 756.77
13 Net Debt(11) ₹ (in million) 3,782.93 (52.19) (204.94)
14 Net Debt to EBITDA (12) Times 1.53 (0.03) (0.19)
15 Total Debt to Equity (13) 1.16 0.63 0.55
Times
Net Working Capital (in Number of
16 32 12 8
days) (14) Days
17 Gross Block(15) ₹ (in million) 1,833.08 1,409.31 897.84
Return on Equity (RoE)
18 % 38.56 42.86 46.79
(%)(16)
Return on Capital Employed
19 % 24.64 36.62 42.79
(RoCE) (%)(17)
20 EPS ₹ 16.91 11.94 7.91
* Certified by TATTVAM & Co., Chartered Accountants, by way of their certificate dated September 27, 2025.
Notes:
1. Order Book represents the estimated contract value of the unexecuted portion of existing assigned EPC contracts and is an indicator of
visibility of future revenue for our Company.
2. HAM Order Book means an unexecuted portion of a captive order where an EPC contract is entered into by project SPVs.
3. Book-to-Bill Ratio is calculated as the Order Book at a particular period divided by the Revenue from operations for that period.
4. Employee count shows Employees strength of our Company.
5. EBITDA is calculated as Restated profit before exceptional items and tax minus Other Income plus Finance Costs, Depreciation and
amortisation expense.
6. EBITDA Margin (%) is the percentage of EBITDA divided by Revenue from Operations.
7. PAT Margin (%) is calculated as Restated profit (after tax) for the period/year as a % of Revenue from Operations.
8. Cash Profit is calculated as PAT plus depreciation/amortization expense. Cash Profit Margin is calculated as Cash Profit as a % of
Total Income.
9. 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 restated consolidated balance sheet,
but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation in accordance with
287Regulation 2(1)(hh) of the SEBI ICDR Regulations, as amended. It includes NCI.
10. Total Debt is computed as Non-Current Borrowings plus Current Borrowings.
11. Net Debt has been defined as Total Debt minus cash and cash equivalents, bank balances other than cash and cash equivalents
(including bank balances in margin money and DSRA Account).
12. Calculated as Net Debt divided by EBITDA.
13. Calculated as Total Debt divided by Total Equity.
14. Net Working Capital (in days) is calculated as (Inventory Days + Debtor's Days - Payable days)
While calculating Net working capital inventory days, debtor days and payable days following formula is used
(i) Inventory days = 365/Inventory Turnover ratio ((Raw material consumed + Construction costs)/Average inventory);
(ii) Debtor Days =365/Debtors Turnover ratio (Revenue from Operations/Average Debtors); and
(iii) Payable days =365/Payable Turnover ratio ((Raw material consumed + Construction costs)/Average payables)
15. Gross Block is calculated as gross value of property, plant and equipment i.e. before depreciation
16. ROE is calculated as PAT as a % of Total Equity at the end of respective reporting period.
17. ROCE is calculated as EBIT as a % of Capital employed wherein capital employed refers to net worth plus total debt at the end of the
respective reporting period and EBIT represents the operating profit of a company before deducting finance cost and Tax expenses.
On account of efficient utilisation of resources and low working capital cycle, effective control over operational
expenses, high external credit rating and low financial cost, our Company has been able to generate RoCE of 24.64%,
36.62% and 42.79%, along with a Book-to-Bill Ratio of 4.13 times, 2.70 times and 3.63 times for Fiscals 2025, 2024
and 2023, respectively.
We also maintain and own our own fleet of modern construction machinery and equipment which reduces our
dependence on third party suppliers for such construction machinery and equipment and enables us in efficient
execution. As of March 31, 2025, we owned a fleet of more than 1,307 major construction equipment (such as loaders,
pavers and excavators excluding vehicles and other equipment) with an aggregate net block value of ₹ 1,202.67 million
(with gross block value of ₹ 1,676.98 million). In addition to our owned fleet of construction equipment, we
strategically lease additional machinery and equipment such as tractors, transport vehicles, dozers, excavators etc on
a project-specific basis to meet varying project requirements and optimize operational efficiency. The amount incurred
by our Company under such leasing agreements stood at ₹ 109.34 million, ₹ 87.18 million and ₹ 117.86 million for
Fiscals 2025, 2024 and 2023, respectively.
The table below indicates the details of our owned equipment for the relevant periods.
Particulars As of
Fiscal 2025 Fiscal 2024 Fiscal 2023
Equipment Cost (net of gross block
1,202.67 937.96 584.05
value) ( ₹ million)
As a % of total revenue from
10.43% 10.18% 9.44%
operations ( %)
As a % of total assets (%) 11.42% 15.52% 20.37%
We have developed competencies to deliver a project from conceptualization to completion in a cost efficient manner,
thereby, achieving a net profit of ₹ 1,605.90 million for Fiscal 2025 and delivered return on equity of 38.56 % for
Fiscal 2025.
Our Strengths
One of the leading and fastest growing companies in the road engineering, procurement and construction segment
We are an infrastructure construction company specializing in the construction of roads, highways, state highways,
PMGSY roads, bridges, railway over bridges as well as tunnels, railways, irrigation, rural infrastructure and other civil
works. With a pan-India presence and a healthy, diversified Order Book, we have consistently demonstrated our ability
to cater to varied client requirements. We have an Order Book value of ₹ 47,669.98 million as on March 31, 2025,
translating into Book to Bill ratio of 4.13 times, which provides us strong revenue visibility. Our revenue from
operations has increased significantly from ₹ 6,185.11 million in Fiscal 2023 to ₹11,529.80 million in Fiscal 2025,
with CAGR of 36.53%. Over the years, we have gained technical expertise in undertaking projects of different sizes
involving varying degree of complexity.
Since the commencement of our business in 2017, our Company has transitioned from a small construction company
to an established EPC player demonstrating expertise in the construction of various EPC projects and commencement
288of certain hybrid annuity model (“HAM”) projects spread across 13 states. We commenced our first project in 2017
in Uttar Pradesh, on a sub-contractor basis, with a contract value of ₹ 516.20 million, while one of our recent projects
(as a lead member of joint venture with 95% share in the joint venture) at Shinkun La Pass between Himachal Pradesh
and the Union Territory of Ladakh for the construction of uni-directional two-lane twin tunnels has a contract value
of ₹ 10,932.20 million, displaying the rapid growth of our Company as well as enhancement in our ability to
progressively undertake complicated and unique projects.
Our business growth during the last three Fiscals has contributed significantly to our financial strength. In Fiscals
2025, 2024 and 2023, our total revenue from operations was ₹ 11,529.80 million, ₹ 9,211.23 million and ₹ 6,185.11
million, our EBITDA was ₹ 2,465.68 million, ₹ 1,694.40 million and ₹ 1,052.87 million, respectively, and we
generated a net profit of ₹ 1,605.90 million, ₹ 1,101.45 million and ₹ 643.88 million, respectively, for such periods.
Our Company has also been consistently profitable in the last three Fiscals, with the net profit margin improving from
10.41% in Fiscal 2023 to 13.93% in Fiscal 2025.
The table below sets forth certain key financial parameters on a consolidated basis for the last three Fiscals:
(in ₹ million, unless indicated otherwise)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations 11,529.80 9,211.23 6,185.11
EBITDA (1) 2,465.68 1,694.40 1,052.87
EBITDA Margin (%)(2) 21.39% 18.39% 17.02%
Profit after tax (“PAT”) 1,605.90 1,101.45 643.88
PAT Margin (%)(3) 13.93% 11.96% 10.41%
Order Book(4) 47,669.98 24,879.46 22,440.26
Book to Bill (times) (5) 4.13 2.70 3.63
Net Working Capital (in 32 12 8
days) (6)
Return on Equity (%)(7) 38.56 42.86 46.79
Return on Capital Employed 24.64 36.62 42.79
(%)(8)
Notes:
1. EBITDA is calculated as Restated profit before exceptional items and tax minus Other Income plus Finance Costs, Depreciation and
amortisation expense.
2. EBITDA Margin (%) is the percentage of EBITDA divided by Revenue from Operations.
3. PAT Margin (%) is calculated as Restated profit (after tax) for the period/year as a % of Revenue from Operations
4. Order Book represents the estimated contract value of the unexecuted portion of existing assigned EPC contracts and is an indicator of
visibility of future revenue for our Company.
5. Book-to-Bill Ratio is calculated as the Order Book at a particular period divided by the Revenue from operations for that period.
6. Net Working Capital (in days) is calculated as (Inventory Days + Debtor's Days - Payable days)
While calculating Net working capital inventory days, debtor days and payable days following formula is used
(i) Inventory days = 365/Inventory Turnover ratio ((Raw material consumed + Construction costs)/Average inventory);
(ii) Debtor Days =365/Debtors Turnover ratio (Revenue from Operations/Average Debtors); and
(iii) Payable days =365/Payable Turnover ratio ((Raw material consumed + Construction costs)/Average payables)
7. ROE is calculated as PAT as a % of Total Equity at the end of respective reporting period.
8. ROCE is calculated as EBIT as a % of Capital employed wherein capital employed refers to net worth plus total debt at the end of the
respective reporting period and EBIT represents the operating profit of a company before deducting finance cost and Tax expenses.
We emphasise on maintaining a strong balance sheet and a robust financial position. Our balance sheet coupled with
low levels of debt enable us to fund our strategic initiatives, pursue opportunities for growth and better manage
unanticipated cash flow variations.
The table below sets forth our solvency and financial ratios on a consolidated basis for the last three Fiscals:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Current ratio (Number) 1.36 1.39 1.60
Interest coverage ratio (Number) 5.58 11.05 13.29
Debt equity ratio (Number) 1.16 0.63 0.55
Gross Block ₹ (in million) 1,833.08 1,409.31 897.84
289Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Gross Block/Revenue from 0.16 0.15 0.15
Operations (Times)
1. Current ratio: Measures the company’s ability to meet its short-term obligations with its short-term assets. Calculated as Current Assets
divided by Current Liabilities.
2. Interest coverage ratio: Indicates the company’s ability to pay interest on its outstanding debt. Calculated as Earnings Before Interest and
Taxes (EBIT) divided by Finance Costs.
3. Debt equity ratio: Shows the proportion of debt and equity used to finance the company’s assets. Calculated as Total Debt divided by Net
Worth.
4. Gross Block: Represents the total value of a company’s fixed assets (tangible assets like plant, machinery, and buildings) before deducting
accumulated depreciation.
5. Gross Block/Revenue from Operations: Indicates the ratio of gross block to revenue, showing the level of asset investment relative to operating
revenue.
Further, our financial strength enables us to access bank guarantees at reasonable terms. We have never defaulted in
the repayment of our borrowings, which, together with our strong financial performance and substantial assets, helps
us present a strong credit profile to our lenders and keeps alternatives sources of financing available to us. Our credit
ratings and our relationships with the lenders enable us to raise funds in a timely manner, which helps us to maintain
the requisite leverage for our operations. We are also engaged in the business of pond ash transportation, which has
contributed to our revenue from operations amounting to ₹ 902.20 million, ₹ 259.44 million and ₹ 4.95 million in
Fiscal 2025, Fiscal 2024 and Fiscal 2023.
Our Company has received the following credit ratings from Crisil Ratings as of April 29, 2025:
Particulars Ratings
Long Term Rating Crisil A-/ Positive
Short Term Rating Crisil A2+
Well established track record of efficient and timely delivery of projects
According to the CRISIL Report, our Company has established itself as a key player in the road EPC segment, backed
by a proven track record of efficient and timely project delivery. Our geographical footprint spans multiple 13 states
including Haryana, Bihar, Madhya Pradesh, Maharashtra, Uttar Pradesh, Assam, Mizoram, Meghalaya, Himachal
Pradesh, Ladakh, Kerala, Karnataka and Rajasthan. We have a strong track record in efficient project management,
execution and on-time completion of projects across verticals and geographies, with a substantial majority of our
projects being executed on or ahead of schedule. As of March 31, 2025, our Company has 27 ongoing projects spread
across India, wherein the clientele comprises of various government-owned entities and departments within the
specific states, with a total contract value of ₹ 60,526.56 million. As on March 31, 2025, we had an Order Book of ₹
47,669.98 million with projects across 10 states. We have undertaken several challenging and unique projects in
challenging topographies across India.
Our record in able and timely completion of projects is a testament to our ability to utilize our strong engineering
capabilities, management expertise, skilled workforce and robust internal systems. Further, our ability to leverage our
experience in executing projects in challenging topographies provides us with a significant advantage in unique and
difficult projects and their timely execution in various states across the country, helping us in transition taking us from
handling projects as a sub-contractor to leading EPC player handling large scale projects as the primary contractor.
The following is a list of our projects spanning different geographies across India which were completed ahead of
their delivery schedule, along with projects which are running ahead of their estimated completion date:
S. No. Particulars of the Project Geography Year of Earlier completion Bonus earned for
completion than scheduled (in early completion
days) including GST (in ₹
million)
1. Construction of six lane flyovers at Assam 2024 161 170.50
Boragaon, Gorchuk, Lokhra and
Basistha Junction along with six
laning of approaches on Guwahati
290S. No. Particulars of the Project Geography Year of Earlier completion Bonus earned for
completion than scheduled (in early completion
days) including GST (in ₹
million)
Bypass (NH-37) in the state of
Assam under Bharatmala
Pariyojna on EPC basis
2. Construction of major bridge on Meghalaya 2023 79 2.50
Shillong Bypass connecting NH-
40 and NH-44 on EPC basis
By consistently demonstrating our ability to handle extreme projects and leveraging our project management and sector
specific execution capabilities, we are well-positioned to pursue new opportunities across geographies and maintain
our position in the industry. An exhibit of our bespoke capabilities is award of contract for the construction of the of
uni-directional two-lane twin tunnels at Shinkun La Pass in Ladakh, between Himachal Pradesh and the Union Territory
of Ladakh for the construction.
Pan-India presence with a healthy Order Book of projects and diversified client base
Our Company has established operations across 13 states in India, primarily in North India, North-East India and
Central India since the incorporation of our Company with good knowledge, of the landscape and applicability of the
applicable regulatory environment in these regions, we have also expanded and procured contracts for projects in the
Western parts of India, such as the design and EPC work for four laning of Chikhali - Tarsod Package - IIA Section of
NH - 6 in Maharashtra and continue to expand our footprint across India.
Our projects are procured from a wide range of government-owned entities and departments across various geographies
with whom we have conducted business across different regions.
Our core focus over the years has remained on bidding for and executing projects for government-owned entities and
departments. Government owned entities and state departments with business spanning across various states are some
of our key clients who contributed 98.89%, 100% and 96.86%, respectively, which amounted to ₹ 47,141.14 million,
₹ 24,879.46 million and ₹ 21,736.54 million, respectively of our total Order Book of operations for Fiscals 2025, 2024
and 2023, respectively. As a result, we have improved our pre-qualifications, enabling us to bid for larger and more
prestigious projects over the years. Further, there is reduced risk of non-recovery of collections in government projects,
which is demonstrated in our days sales outstanding of less than 25 days for Fiscal 2025. As on the date of this Draft
Red Herring Prospectus, our bids for government-owned entities comprised 100% of our overall bids made for projects.
As on the date of this Draft Red Herring Prospectus, we are eligible to bid for single EPC / HAM road construction
projects up to a value of ₹ 14,093.29 million. Our Company, from time to time, enters into various agreements with
other parties for the purposes of bidding and execution of projects, whereby certain unincorporated vehicles are formed.
For details of our Joint Operations, see “Our Subsidiaries and Joint Operations – Joint Operations” on page 344.
The pie chart and table below set out the details of our Order Book spread across geographically and industrially
diversified clients, as of the dates mentioned:
Sr. Client Geography March Percentage March Percentage March 31, Percentage
No. 31, 2025 of total 31, 2024 of total 2023 (in ₹ of total
(in ₹ Order (in ₹ Order million) Order
million) Book of million) Book of Book of
March 31, March 31, March 31,
2025 2024 2023
1. Border Road Himachal 12,086.49 25.36% 1,578.80 6.35% 432.19 1.93%
Organisation Pradesh,
Ladakh
2. Customer 1 Bihar 105.47 0.22% 167.57 0.67% 262.92 1.17%
3. NHAI* Assam, Bihar, 27,635.15 57.97% 15,159.48 60.93% 14,205.65 63.30%
Haryana,
291Sr. Client Geography March Percentage March Percentage March 31, Percentage
No. 31, 2025 of total 31, 2024 of total 2023 (in ₹ of total
(in ₹ Order (in ₹ Order million) Order
million) Book of million) Book of Book of
March 31, March 31, March 31,
2025 2024 2023
Meghalya,
MP
4. NHIDCL* Mizoram 4,696.20 9.85% 5,987.40 24.07% 6,835.78 30.46%
5. Customer 2 Uttar Pradesh 942.76 1.98% 234.83 0.94% Nil Nil
6. Customer 3 Bihar 205.90 0.43% 456.63 1.84% Nil Nil
7. Customer 4 Haryana, 478.56 1.00% 27.44 0.11% Nil Nil
Assam,
Rajasthan
8. Customer 5 Rajasthan 102.24 0.21% 209.63 0.84% Nil Nil
9. Customer 6 Jharkhand Nil Nil 39.88 0.16% Nil Nil
10. Customer 7 Madhya 455.98 0.96% 1,017.80 4.09% Nil Nil
Pradesh
11. Customer 8 Haryana 160.00 0.34% Nil Nil Nil Nil
12. Customer 9 Uttar Pradesh 272.39 0.57% Nil Nil Nil Nil
13. Customer 10 Bihar 528.84 1.11% Nil Nil Nil Nil
14. Customer 11 Bihar Nil Nil Nil Nil 703.72 3.14%
Note: The customers 1 through 11 mentioned above are not the top three customers as disclosed in “Risk Factors – We derived 98.86%, 85.29%,
57.00% of our revenue from operations for the Fiscals 2025, 2024 and 2023 respectively, from our competitive bidding process and our financial
condition would be materially and adversely affected if we fail to obtain new contracts or our current contracts are terminated.” on page 28
*Source: Information available on the websites of the respective clients.
Client Wise split of the Order Book:
The below graph represents the client wise split of our Order Book as a percentage of our Order Book, as of March 31,
2025:
(Percentage of total Order Book of March 31, 2025)
1.98% 1.11% 1.00% 0.96% 0.57% 0.43% 0.34%
0.22%
9.85%
0.21%
25.36%
57.97%
NHAI BRO NHIDCL Customer 2 Customer 10 Customer 4
Customer 7 Customer 9 Customer 3 Customer 8 Customer 1 Customer 5
Our Company has diversified the Order Book in its attempt to ensure sustainable growth in an organic manner by
pursuing projects in new geographies.
Our pan-India presence has led to us establishing a consistent market across the entire spectrum of our services, and
has helped us expand and diversify our Order Book, reflecting our commitment to organic and sustainable growth. Our
Company is deeply committed to organic and sustainable growth, which is reflected in our strategic approach to
expansion and operations. We have consistently expanded our footprint across multiple states, focusing on steady, long-
292term development rather than rapid, unsustainable scaling. A key part of our growth strategy is to strengthen our
presence in regions where we are already operational. Once we establish a foothold in a particular area, we actively
seek opportunities to deepen our involvement, expand our services, and build long-lasting relationships with local
stakeholders. This trend has allowed us to grow responsibly while maintaining high standards of quality, efficiency,
and environmental responsibility. Through this model, we aim to contribute positively to regional development while
ensuring the sustainability of our business practices.
Geography Wise:
The below graph represents the geography wise split of our Order Book as a percentage of our Order Book, as of March
31, 2025:
2.37% 1.22%
6.62% 0.35%
0.34%
9.85%
25.66%
11.95%
16.64%
25.01%
Bihar Himachal Pradesh Uttar Pradesh Kerala
Mizoram Madhya Pradesh Karnataka Rajasthan
Ladakh Haryana
(Remainder of the page is intentionally left blank)
293The tables below set out details of our Order Book with contract value over ₹ 1,000 million in various geographies as of the dates indicated:
Project Name Location Type of As of March 31, 2025 (in ₹ As of March 31, 2024 (in ₹ As of March 31, 2023 (in ₹ Scheduled year
(Region) Project million) million) million) of completion
Design and construction of Himachal EPC 10,775.87 NA NA 2028
unidirectional two lane twin Pradesh and
tunnels at Shinkun La Pass Ladakh
including civil and (North)
electrical/mechanical work
along with approaches
connecting Darcha-Padam
Highway
Rehabilitation, upgradation and Bihar (East) HAM 1,657.97 4,480.99 5,515.10 2025
construction of two lane with
paved shoulder of selected road
stretches from Bakaur to
Parsarma Section-I (NH-527A),
Parsarma to Bariyahi Section-II
(NH-327E), Bangaon Bypass
Section-III and Mahishi Spur
Road Section-IV under Bus
Rapid Transit Scheme
Bharatmala Pariyojna Phase-I
Design-construction of 26 Madhya EPC 2,462.96 4,345.10 NA 2026
vehicle underpasses and Pradesh
installation of metal beam crash (Central)
barrier and demolition and
reconstruction of distressed
bridge on Lalitpur-Sagar-
Lakhnadone of NH-44
Construction of two-lane Aizal Mizoram EPC 3,710.00 3,710.00 3,710.00 2026
Bypass on Sairang-Phaibawk (North East)
section of NH-6
Rehabilitation and upgradation Bihar (East) HAM 1,277.01 3,315.33 3,931.10 2026
of Chorma-Bairgania section of
NH-227F to two lanes with
paved shoulders
Upgradation of two lanes with Mizoram EPC 986.20 2,277.40 2,760 2025
paved shoulders of Pawlrang- (North East)
Rulchawm section of NH-102B
of Aizawl-Imphal Economic
Corridor including including
realignment of the section from
294Project Name Location Type of As of March 31, 2025 (in ₹ As of March 31, 2024 (in ₹ As of March 31, 2023 (in ₹ Scheduled year
(Region) Project million) million) million) of completion
Tuivawl River to Rulchawm of
NH-6
Improvement construction of Himachal EPC 1,144.66 1,321.43 NA 2027
existing class 5 Rd to NHIL Pradesh
specification with hard shoulder (North)
from existing KM169pt970 to
km 211pt364 design Ch km
166pt000 to km 203pt770 total
length 37pt770km of NH 505
SUMDO KAZA GRAMPHO
Rd on EPC mode in HP (PKG
III) (GST included)Shimla, HP
Excavation, loading of pond ash Madhya Other 455.98 1,017.80 NA 2025
from Ash dykes/silos of SSTPP Pradesh
Dongaliya Distt. Khandwa (Central)
excavation, loading,
transportation and unloading at
construction site of NHAI (4
laning project of Indore to
Raghav Garh section of NH-59
(Indore- Harda -I stretch) from
MR_10 junction on NH_3
Bypass CH 0.25 to Raghavgarh
Ch. 29.903 (design length -
26.653 km) under Bharat Mala
Pariyojna Phase-I/(EC) in the
state of Madhya Pradesh on
EPC Mode.
Construction of 6 lane flyovers Assam (North EPC NA NA 1281.20 2024
at Boragaon, Gorchuk, Lokhra East)
& Basistha Junction along with
six laning of approaches from
section Ch. Km 146+172 to Km
162+620 on Guwahati Bypass
(NH-37) in the state of Assam
under Bharatmala Pariyojna on
EPC Basis
Construction of Six Lane Assam (North EPC NA 377.80 1,364.35 2024
Standalone Flyovers at Raha East)
Demow Borghat Kathiatali
junctions and ROB at Jagiroad
on stretches of NH 36 and NH
295Project Name Location Type of As of March 31, 2025 (in ₹ As of March 31, 2024 (in ₹ As of March 31, 2023 (in ₹ Scheduled year
(Region) Project million) million) million) of completion
37 (New NH 27) in the state of
Assam under Bharatmala
Pariyojna on EPC basis
Guwahati, Assam
Perma recti of 4blackspots on Bihar (East) EPC 1,878.29 2,362.50 NA 2026
NH27 of Kotwa Mehsi
Muzaffarpur Sec 440.00
to520.00 4blackspots on NH27
of Muzaffarpur Darbhanga
Purnia sec 0.00 to 148.550 n
159.357 to 287.860 n Removal
of 1 atgrade Jn near Satanpur Jn
in Satanpur NH122 in BH on
EPC Kotwa, Bihar
Construction of Grade Karnataka EPC 1,129.90 NA NA 2026
separators along with Service
Roads af (1) Four lane VOPs at (South)
Veerasandra Junction at
Chainages 19+395 & 19+465
(KA-(02)-115) (2) Four lane
VOP at Old Chandapura at
Chainage 25+180 (KA-(03)-35)
(3) Four lane VOP at
Guddahatti gate (Jain Temple)
at Chainage 27+940 and (4)
Four lane VOP at Guestline
circle at Chaniage 28+680 (KA-
(03)-33) for remedial measures
at accident prone locations in
the stretch of Silk Board
junction to KA/TN Border of
NH-44 (Old NH-07) in the State
of Karnataka under EPC Mode
4L of NH530B from Chandan Uttar Pradesh HAM 6,952.10 NA NA 2028
Nagar(Existing Km96.200 of (East)
NH530B Design Km.179.500)
to Bareilly
Bypass(End)(Existing
Km267.000 of NH30 Design
Km227.680) including Trumpet
Interchange at end connecting
296Project Name Location Type of As of March 31, 2025 (in ₹ As of March 31, 2024 (in ₹ As of March 31, 2023 (in ₹ Scheduled year
(Region) Project million) million) million) of completion
NH30 in Uttar Pradesh on
HAM(Pkg4)
Construction of four laning of Bihar (East) HAM 6,580.00 NA NA 2028
Kishanganj-Bahadurganj
Section as a Spur Connectivity
between NH- 27(new)/NH-
31(old) and NH-327E starting
near village Uttar Rampur
(Km.0+000) and terminating at
NH- 327E, near village Satal,
Istamarar, Bahadurganj
(23+649) and interchange at
startpoint (length-1.200Km) in
the State of Bihar (2nd Call)
Rectification of 17 Nos Kerala (South) EPC 5,696.92 NA NA 2026
Blackspots/Accident spots
under Annual Road Safety plan
for 2024-2024 in the stretch of
Walayar-Vadakkancherry-
Thrissur-Angamaly Section of
NH-544 in Kerela on EPC
Mode
Up-gradation to 2 lane with Mizoram EPC NA NA 365.78 2024
paved shoulders of Dulte - (North East)
Champhai road (International
Corridor) of NH-6 from Design
Chainage Km 54.400 to km
72.350 (Package-I) in the State
of Mizoram under Bharatmala
Pariyojna on EPC mode
Total 44,707.86 23,208.35 18,927.53
297Our Order Book has grown from ₹22,440.26 million as of March 31, 2023, to ₹24,879.46 million as of March 31,
2024, and further to ₹47,669.98 million as of March 31, 2025. Our Order Book in terms of HAM projects has grown
from ₹ 9,446.20 in Fiscal 2023 to ₹ 16,467.08 million in Fiscal 2025.
The Book-to-Bill ratio as of Fiscal 2025, Fiscal 2024 and Fiscal 2023 is as below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Book to Bill Ratio (in times) 4.13 2.70 3.63
Diversifying our capabilities and Order Book across different geographical regions, enables us to pursue a broader
range of project tenders and therefore maximize our business volume and profit margins. The consistent growth in our
Order Book is a result of our past experience, our focus on maintaining quality standards in our construction, the
equity of our brand name and project specific execution ability.
Experienced Promoters and qualified management team with strong human resource practices
We have experienced a robust business growth under the vision, leadership and guidance of our Promoters, who have
significant experience in the construction industry. Our Promoter, Chairman and Managing Director, Chet Ram
Dhariwal, who has over 38 years of experience in the engineering sector, has been honoured with several prestigious
awards, for instance, he has received an appreciation of timely completion of work in ‘Mohammadpur-Chhapra road’
for construction of two lane road and appreciation for his valuable contribution towards construction of four laning of
Ujjain Dewas NH-752 D in the state of Madhya Pradesh on HAM Basis. Further, our Promoter, Deepak Dhariwal,
who has over seven years of experience in the construction industry, has been awarded by the Hon’ble Chief Minister
of Bihar for our outstanding performance in Atal Path (R-Block-Digha Road project). We believe that our Promoters
have played a key role in the development of our business, and we benefit from their industry knowledge and expertise,
vision and leadership.
In addition to our Promoters, we benefit from a seasoned management team under the guidance of our Board of
Directors, which comprises of leaders from different professional backgrounds.
Our core management team comprises of certain sectoral specialists which add to the substantial experience of our
Promoters and Board of Directors, among others:
• Anil Kumar is the Chief Financial Officer of our Company and is responsible for overseeing all financing,
risk management, accounting, investment decisions. He has over 12 years of experience in the financial
sector.
• Anndev Kumar is the Head – Tendering of our Company and is responsible for all bidding, tendering,
planning, designing and technical aspects of our Company. He has over 42 years of experience in the
engineering and construction department.
• Sajjan Singh Sulakh is the Head – Design and Operations of our Company and is responsible for the
management of the design, ideation and implementation of the projects undertaken by our Company. He has
over 30 years of experience in the engineering and construction business.
We believe the stability of our management team and the experience of our engineering team together with our internal
systems and processes complement each other will enable us to continue to execute projects in a timely manner, take
advantage of future market opportunities and expand into newer markets. Additionally, as on March 31, 2025, we had
a workforce of 1090 employees of which 143 employees are our in-house engineers, with requisite experience in use
and handling of modern construction equipment and machinery, to effectively execute our projects.
Efficient business model backed by in-house capabilities, skilled workforce and advanced machinery
We have built experience of executing projects across diverse geographic locations in India with varying degrees of
complexities, such as complex sections of highways in remote regions in the North-East and construction of high
altitude roads and tunnels, such as the Shinkun La Pass. Since the commencement of our business in 2017, until as of
298March 31, 2025, our Company has completed over 29 projects across 8 states with a consolidated contract value of
around ₹ 21,176.24 million.
Project management and execution is one of key determining factors for success and we have over the years
consistently built our design capabilities, built team of employees, invested in fleets of modern construction equipment
through our dedicated departments for plant and machinery and procurement which are responsible for identifying the
need to procure or hire, deploy, maintain and monitor the plant, equipment and accessories. We own a large fleet of
modern construction equipment which enables us to reduce our dependence on third party equipment providers and
to efficiently manage our project execution schedules. We believe that this also provides us with a competitive
advantage over other civil construction companies that outsource their construction related activities to external
contractors and improve our profitability. We have consistently invested on machinery, in our in-house capabilities
and the upskilling of our workforce, with investments of ₹ 1,202.67 million, ₹ 937.96 million and ₹ 584.05 million
for Fiscals 2025, 2024 and 2023.
We seek to attract, train and retain qualified personnel and skilled labourers to further strengthen our workforce
through comprehensive training which will enable us to utilise skilled manpower for our projects.
While evaluating new opportunities and placing bids for projects, we evaluate the terrain, socio-economic situation of
the region, the investment required and many other factors leveraging our past experience. In addition, we execute
certain projects through business joint ventures with various third parties, which enhances our competitive position,
allowing us to leverage their expertise, networks, and credibility, facilitating smoother entry into new markets and
segments and enhancing our overall business reputation. These collaborations are also important from the perspective
of bidding for projects wherein we are not pre-qualified to bid independently. Furthermore, we actively seek
collaboration through technical partnerships, and we maintain long-standing relationships with various original
equipment manufacturers, which helps in customization, technical support, technology sharing. These alliances allow
us to gain access to specialized technologies required for the successful implementation of our projects and have
helped us and continue to help us execute complex projects such as the Shinkun La Pass project.
As of March 31, 2025, we owned a fleet of more than 1,307 major construction equipment (such as loaders, pavers
and excavators excluding vehicles and other equipment) with an aggregate net block value of ₹ 1,202.67 million (with
gross block value of ₹ 1,676.98 million). In addition to our owned fleet of construction equipment, we strategically
lease additional machinery and equipment such as tractors, transport vehicles, dozers, excavators etc on a project-
specific basis to meet varying project requirements and optimize operational efficiency. The amount incurred by our
Company under such leasing agreements stood at ₹ 109.34 million, ₹ 87.18 million and ₹ 117.86 million for Fiscals
2025, 2024 and 2023, respectively. Through our integrated model, we have developed competencies to deliver a
project from conceptualization to completion cost effectively, achieving a net profit of ₹ 1,605.90 million in Fiscal
2025 and delivered return on equity of 38.56 % for the Fiscal 2025. Further, as of March 31, 2025, our Company has
a team of 1,090 employees, comprising of 143 employees who are engineers, along with other employees holding
requisite experience in use and handling of modern construction equipment and machinery, to effectively execute our
projects.
We intend to continue to focus on efficient project execution by adopting industry best practices and utilising modern
equipment to deliver quality projects on a timely basis.
Our work in the domain of pond ash transportation which is a form of material handling also contributes to our vision
for sustainable development and construction of projects, wherein we aim to utilize the ash transported in the
constructions of roads. Further, we regularly conduct dust suppressant processes on public roads. For instance, it
provides insights and data, which helps us to anticipate and mitigate potential environmental risks in the project, and
in turn makes our projects environmentally friendly and sustainable.
Our Strategies
Maximizing opportunities in existing markets and selectively expanding footprint in other geographies
We recognise the significance of geographical diversification in our operations and aim to maximize opportunities in
our existing markets and concurrently selectively expand our footprint in other geographies, capitalizing on diverse
299opportunities across in India. Through this approach, we aim to leverage our expertise and existing technical know-
how and effectively target growth opportunities, broaden our revenue base, and mitigate risks associated with market
conditions, competition and other factors resulting from concentration in a specific geographic region.
Our strategy of strategic expansion is focused on mitigating concentration related risks. We are cautious in the
selection of new locations and geographies and focus on locations where we believe that we are well positioned to
deliver quality services without experiencing significant delays and interruptions on account of adverse climatic
conditions or regulatory delays. We intend to strategically expand into states which are economically and politically
stable and have favourable geographic and climatic conditions thereby broadening our revenue base and reduce risks
of volatility of market conditions and price fluctuations by expanding our geographic footprint. Our business is
currently spread across 13 states in India, and we seek to leverage our growth prospects in new states such as Kerala,
Gujarat, Odisha, West Bengal, Punjab and Arunachal Pradesh. Geographical diversification will act as a safeguard
against risks arising from specific areas or projects and protect us from the impact of concentrated business activities
in limited geographical regions. These strategic differentiators, complemented by our expertise in business
development, strategic planning, and strong relationships, empower us to fully capitalise on the potential of existing
markets while continuously identifying emerging opportunities.
Our commitment to this strategy allows us to effectively navigate changing landscapes, respond to market demands,
and maintain sustainable growth over the long term. By capitalizing on the expected macroeconomic growth in India,
we are well-positioned to embark on a trajectory of success in both established and emerging markets, driving value
for our stakeholders.
Capitalize on the strong industry tailwinds in the construction sector
We believe that the construction industry in India presents attractive growth opportunities for our business, especially
our established business verticals. According to the CRISIL Report, the government launched the National
Infrastructure Pipeline (“NIP”) for fiscals 2020 to 2025, to boost infrastructure, with a projected investment of Rs 111
trillion during the period. Investments in energy (24%), roads (18%), urban (17%), and railways (12%) will amount
to over 70% of the projected capital expenditure during the period. According to the CRISIL Report, as per an
economic survey, NIP will be funded by the central government (39%), state governments (40%), and private sector
(21%). The construction industry in India is expected to grow steadily at an annual rate of 6-8% between fiscal years
2026 and 2030. This growth will be mainly driven by increased spending on infrastructure projects such as roads and
railways, supported by both central and state government investments.
According to the CRISIL Report, the infrastructure sector expected to contribute to 69% of total construction
spendings between fiscal years 2026 to 2030. The share of infrastructure projects as a percentage of total construction
spends is expected to stabilise in the ~68-70% range in the next five years as against ~55-57% before 2020.
As an experienced player in the construction industry with long term relationship with clients and experience in
executing technically complex projects, we aim to continue capitalizing on opportunities offered by India’s large and
growing construction sector and realizing benefits from the schemes and initiatives provided by the Government of
India to support development of civil construction.
Actively identify newer bid opportunities, expand our client base and increase our Order Book
Our business growth has been attributable to our ability to continuously bid for new and upcoming projects and of
increasingly larger scale. Our Order Book, as on March 31, 2025, March 31, 2024 and March 31, 2023, was ₹
47,669.98 million, ₹ 24,879.46 million and ₹ 22,440.26 million, respectively. Our business and growth are dependent
on our ability to bid for and secure larger and more varied projects. We intend to actively identify bid opportunities to
expand our client portfolio and continue to increase our Order Book, as follows:
Geographical diversification: We have bid for and are actively bidding in newer regions across India. Some of the
states wherein our bids have been made and are awaiting results are Punjab, Gujarat, Arunachal Pradesh, Kerela,
Jharkhand and West Bengal.
300Sectoral diversification: While we continue to build upon our success in the EPC and HAM domains, we are also
actively looking to expand and explore projects/opportunities in the construction of airport runways, elevated roads
and railway lines etc. According to the CRISIL Report, the number of operational airports has more than doubled
from 74 in 2014 to over 150 in 2024. Further, elevated roads play a crucial role in urban planning and traffic
management by reducing congestion at critical junctions, maintaining traffic speeds, and providing a smoother transit
experience for commuters. In the railways sector, the network achieved 6,450 km of track renewals and 8,550 turnout
renewals, alongside the electrification of 3,210 route kilometres in Fiscal 2024, bringing the share of electrified broad-
gauge routes close to 97%. This expansion underscores the government’s focus on safety enhancements, operational
efficiency, and the clean-energy transition.
Due to our experience in undertaking roads construction projects and pre-qualification for larger projects, we have
and will remain focussed on bidding for larger civil roads construction projects. We specifically target large projects
with specialized requirements since these projects are expected to offer better profit margins as only bidders that
comply specified eligibility criteria are permitted to bid for such projects, resulting in lesser price based competitive
bids. Such eligibility criteria, among other things, typically require previous experience in executing similar projects
and we benefit from our experience of having executed complex projects with such requirements. As on date, we are
also accredited as a Class 1 contractor for road works with the Public Works Department (Buildings and Roads),
Haryana and the Public Works Department, Uttar Pradesh, allowing us to bid for projects with higher tender value.
With increased experience in execution of complex and specialised building projects, we believe we will improve our
opportunities to bid for larger and complex projects, in future and thereby expand our client portfolio. For the purpose
of securing large contracts, we may have to enter into project specific joint venture arrangement to meet requisite
financial or technical capabilities.
Also, we have been focussed on providing our services to government-owned entities and departments, which includes
all our ongoing projects as on March 31, 2025. As a result, 46.88 %, 64.45% and 56.92% of our revenue for the last
three Fiscals, respectively, was on account of EPC projects for the government owned entities. Going forward, we
intend to seek opportunities to diversify our client portfolio as we step into new geographies for specialised civil roads
construction projects and also look to expand our product portfolio. For such projects, we hope to seize opportunities
to undertake larger projects that can match our corporate profile, project experience, execution capabilities and
anticipated profit margins, forge stronger relationships with our clients and gain a better understanding of the larger
market demand for the services that we aim to provide.
Continue to enhance our project execution efficiency
In the construction industry, project management capabilities typically act as a differentiator between different players
and determines the growth and profitability. We have a track record and reputation for efficient project management
which is accomplished through efficient deployment of equipment and resources, quick decision making by our on-
site managers, strong relationship with our suppliers and co-ordination between our project sites and head office.
We intend to continue to enhance our project management capabilities by the adoption of new technologies while also
aiming to obtain a first mover advantage in doing so, thereby enhancing project profitability, lowering overhead
expenses and work volume. Some of the technical changes that our Company has incorporated in the past and
continues to grow as a part of its one of the first mover strategy are as follows:
Rigid bonded pavement: Under this method, the concrete slab is directly bonded to a lower layer, which enhances
the overall strength and load bearing capacity of the pavement which in turn increase durability and service
life.
301Drainage composite in place of filter media: These composites are added behind retaining walls to manage water
and hydrostatic pressure buildup, avoiding wall instability and also preventing damage to the drainage core.
This effectively replaces traditional granular drainage layers, offering a more efficient and cost effective
solution.
Usage of pre-cast elements: This involves manufacturing structural components in an off-site factory setting,
which are then transported to the construction site for assembly. This provides for accelerated construction,
consistent quality and lower on-site labour demands.
Usage of geocell instead of stones: A geocell is a three-dimensional cellular confinement system commonly used
in civil engineering for soil stabilization, erosion control, and load distribution. It consists of a honeycomb-
like structure made from interconnected strips of high-density polyethylene or other durable polymers. Once
expanded on-site, the cells are filled with soil, gravel, or other materials to form a reinforced, stable layer
that enhances the strength and durability of the underlying ground.
Use of geogrid in pavements: Geogrids are geosynthetic materials used in pavement construction to enhance
performance and extend the pavement's service life. They are typically installed within the aggregate base,
subbase, or directly beneath the asphalt layer to form a mechanically stabilized layer. This reinforced layer
increases pavement stiffness, confines the aggregate, and helps distribute loads more effectively, thereby
reducing deformation and improving structural stability.
302We believe that this continued focus will help us improve our operating margins and simultaneously enhance our
reputation amongst our existing as well as new clients. We have demonstrated our ability to execute projects on or
ahead of schedule in the past and we believe that we have the requisite capabilities and expertise to take advantage of
the industry’s growth. As on March 31, 2025, our Company has earned ₹ 173.00 million in the form of Early
Completion Bonus.
We will also continue to focus on performance and project execution in order to ensure quality, timely completion,
maximize client satisfaction and ultimately drive growth and profit margins. We intend to integrate efficient practices
from different sectors and geographic regions and continue our practice of efficient planning and project management
and centralizing procurement of major equipment and raw materials. This is designed to help us scale up our operations
at a lower cost and enjoy greater economies of scale. Given the nature of our industry, we seek to leverage our
experience and established track-record.
PROJECT PORTFOLIO
EPC Projects
Under an EPC agreement, we are primarily responsible for undertaking functions including the survey, investigation,
design, engineering, procurement, construction, operation and maintenance of the concerned project highway and
observe, fulfil, comply with and perform all the obligations set out in the contract or arising thereunder, including but
not limited to compliance with applicable laws and permits, good industry practice, remedy of all loss or damage to
the project highway during the maintenance period at its own cost, undertake necessary superintendence to plan,
arrange, direct, manage, inspect and test the project works and make applications to the relevant government
authorities to procure the relevant licenses, agreements, permits, proprietary rights and permissions for materials,
methods, processes, know-how and systems used or incorporated in the project. The implementation of all design,
engineering, procurement and construction efforts, in compliance with the specifications and standards, and other
terms and conditions of the agreements. In such agreements, the client supplies conceptual information pertaining to
the project and spells out the project requirements and specifications. We are required to, inter alia, design the
proposed structure, estimate the quantities of various items that would be needed to complete the project based on the
designs and drawings prepared by our design and engineering team.
We are typically required to indemnify the concessioning authority and its members, officers and employees against
all suits, actions, proceedings, demands, claims from third parties, liabilities, damages, losses, costs and expenses due
to failure on our part to perform our obligations or any negligence on our part under the contract.
As part of our business, we are required to provide performance bank guarantees in favor of our clients. These
guarantees are typically required to be furnished within a few days of the signing of a contract and in case of EPC
projects remain valid time until the end of defect liability period and in case of HAM projects, is typically released
upon completion of about 35% of the work under such projects. Also, additional bank guarantees are required to be
submitted when bids are below the specified percentage of estimated cost. Earnest money in the form of bank
guarantee or bid bond is submitted along with the bids.
We are usually required to procure insurance in relation to the employees employed for the execution of the works
under the contract as well as necessary insurances for the execution of the project. Typically, we are required to procure
contractor all risks policy insurance, workmen’s compensation insurance and equipment insurance as may be
stipulated under the contract.
Additionally, during the construction period as well as the warranty period after the completion of construction, we
are usually required to cure construction defects at our own risk and costs and our defect liability period is generally
between 2 to 10 years in case of EPC projects and 15 years in case of HAM projects, wherein we work on rectification
of any defects or defaults in the execution of such projects, post which the completion certificate for a particular
project is received from the client. Further, during the maintenance period, a failure to repair or rectify defects or
deficiency within the prescribed period entitles the concessioning authority to reduce the monthly lump sum amounts
payable for maintenance. We are also required to pay liquidated damages for delays in completion of project
milestones, which are often specified as a fixed percentage of the contract price. Our clients are entitled to deduct the
amount of damages from the payments due to us.
303Key Completed EPC Projects:
As of the date of this Draft Red Herring Prospectus, we have undertaken and completed 17 EPC projects, the details
of which are set out below:
(Remainder of the page has been intentionally left blank)
304Sr. Description of Whether undertaken Location Client Estimat Term Year Schedule Actual Early Dela Bonus
No project by the (region) (Source ed of the of d year of year of Completi ys payment
. Company/Subsidiary/ ) project proje awar completi completi on for early
Joint Venture cost (in ct d on on completi
₹ on (in ₹
million) million)
1. U p-gradation to 2 Company Mizoram (North NHIDC 2,123.70 33 2021 2024 2024 NA NA NA
lane with paved East) L * month
shoulders of Dulte - s
Champhai road
(International
Corridor) of NH-6
from Design
Chainage Km
54.400 to km
72.350 (Package-I)
in the State of
Mizoram under
Bharatmala
Pariyojna on EPC
basis
2. C onstruction of 6 Company Assam (North NHAI * 3,000.00 24 2021 2024 2024 161 Days NA 170.50
lane flyovers at East) month
Boragaon, Gorchuk, s
Lokhra and
Basistha Junction
along with six
laning of
approaches from
section Ch. Km
146+172 to Km
162+620 on
Guwahati Bypass
(NH-37) in the state
of Assam under
Bharatmala
Pariyojna on EPC
basis
3. C onstruction of Six Company Assam (North NHAI * 1,750.00 18 2022 2024 2024 NA NA NA
Lane Standalone East) month
Flyovers at Raha s
Demow Borghat
Kathiatali junctions
and ROB at
305Sr. Description of Whether undertaken Location Client Estimat Term Year Schedule Actual Early Dela Bonus
No project by the (region) (Source ed of the of d year of year of Completi ys payment
. Company/Subsidiary/ ) project proje awar completi completi on for early
Joint Venture cost (in ct d on on completi
₹ on (in ₹
million) million)
Jagiroad on
stretches of NH 36
and NH 37 (New
NH 27) in
Guwahati, Assam
under Bharatmala
Pariyojna on EPC
basis
4. C onstruction of Company Assam (North NHAI * 579.36 18 2022 2024 2024 NA NA NA
long term measures East) month
for four nos. of s
black spots at Tihu,
Society Chowk,
Changsari
Madanpur and
Daboka Under RO-
Guwahati in the
State of Assam on
EPC basis- Letter of
Acceptance (LOA)-
Reg. Guwahati,
Assam
5. C onstruction of Company Assam (North NHAI * 650.50 12 2022 2024 2024 164 Days NA 37.70
long term measures East) month
for three nos. of s
black spots at
Sundari,
Kishanbazar and
Manikpur in the
State of Assam on
EPC basis.
6. F our laning of Company Bihar (East) Custom 915.59 18 2022 2023 2023 NA NA NA
Rajauli- er 3 month
Bakhtiyarpur s
Section of NH-31
(New NH-20) from
km 101+630 to km
152+520 (Package-
306Sr. Description of Whether undertaken Location Client Estimat Term Year Schedule Actual Early Dela Bonus
No project by the (region) (Source ed of the of d year of year of Completi ys payment
. Company/Subsidiary/ ) project proje awar completi completi on for early
Joint Venture cost (in ct d on on completi
₹ on (in ₹
million) million)
III) on Hybrid
Annuity Mode in
the state of Bihar
7. C onstruction of Company Meghalya NHAI * 97.44 9 2022 2023 2023 79 Days NA 2.50
Major Bridge at KM (North East) month
12+865 on Shillong s
Bypass connecting
NH-40 and NH-44
in the state of
Meghalaya on EPC
basis.
8. C onstruction of Company Bihar (East) Custom 443.98 39 2019 2022 2022 NA NA NA
ROB and er 3 month
approaches in lieu s
of existing level
crossing (LC No.
43-A/3E) at km 12
on NH-103 in the
state of Bihar
9. C onstruction of Company Bihar (East) Custom 640 22 2020 2022 2022 NA NA NA
Four Lane Elevated er 3 month
Road for an s
exclusive
connectivity from
PMCH to under
construction Ganga
Path at Ch. 7+400
Km. at Patna in the
State of Bihar on
EPC Mode
10. C onstruction of Company Bihar (East) Custom 210.37 10 2021 2022 2022 NA NA NA
Four Lane Road er 3 month
from Km 5+800 of s
R Block Digha
Road (Phase-1) to
Km. 7+100
connecting Ganga
Path Rotary Leg at
307Sr. Description of Whether undertaken Location Client Estimat Term Year Schedule Actual Early Dela Bonus
No project by the (region) (Source ed of the of d year of year of Completi ys payment
. Company/Subsidiary/ ) project proje awar completi completi on for early
Joint Venture cost (in ct d on on completi
₹ on (in ₹
million) million)
Ch. 0+200
including
flyover/underpass/s
lope & toe wall
protection etc. at
Patna in the state of
Bihar on EPC Mode
11. 4 -Laning of Dewas Company Madhya Pradesh Custom 2,066.6 31 2021 2023 2023 NA NA NA
Ujjain Section of (Centre) er 3 month
NH-148 NG from s
Design Ch. 0+00 to
19+733 &
Construction of 4-
Lane Ujjain Bypass
from Design Ch.
19+733 to 26+900
(Part-I) and
construction of 4-
Lane Dewas Bypass
from Design ch.
0+000 to 14+520
(Part-II) with a total
design length of
41.42 km in the
State of Madhya
Pradesh on HAM
mode -Km 15.000
to 20.000 (Group-
III).
12. C onstruction of Company Bihar (East) Custom 330.89 45 2019 2023 2023 NA NA NA
2lane combined er 3 Mont
ROB at Design h
chainage 1.10 &
1.11 of NH-101 in
lieu of existing
level crossing (LC
No. 51A &
308Sr. Description of Whether undertaken Location Client Estimat Term Year Schedule Actual Early Dela Bonus
No project by the (region) (Source ed of the of d year of year of Completi ys payment
. Company/Subsidiary/ ) project proje awar completi completi on for early
Joint Venture cost (in ct d on on completi
₹ on (in ₹
million) million)
51A/3E) in the
state of Bihar on
EPC Mode (Job
No. NH-101-
Bihar (6)-2014-
15/005-S&R(B).
& 560 Dated
28/08/2019
13. C onstruction of Company Bihar (East) Custom 1,252.18 22 2021 2023 2023 NA NA NA
Four Laning of er 3 Mont
Rajauli- hs
Bakhtiyarpur
Section of NH-31
(New NH -20)
from Km. 54+405
to 101+630
(Package-II) on
Hybrid annuity
mode in the State
of Bihar
14. D esign, Company Maharashtra(So Custom 1,884.90 39 2018 2021 2021 NA NA NA
Engineering, uth) er 3 Mont
procurement, & hs
Construction
work 4 lanning of
Chikhali - Tarsod
Pacage - IIA
Section of NH - 6
from Km. 360.00
to 390.500 in the
State of
Maharashtra
under NHDP
Phase - IV on
Hybrid Anuity
309Sr. Description of Whether undertaken Location Client Estimat Term Year Schedule Actual Early Dela Bonus
No project by the (region) (Source ed of the of d year of year of Completi ys payment
. Company/Subsidiary/ ) project proje awar completi completi on for early
Joint Venture cost (in ct d on on completi
₹ on (in ₹
million) million)
Mode &
Agreement Date-
03-08-2018
15. C onstruction of Company Bihar (East) Custom 1,889.50 22 2019 2020 2020 NA NA NA
Six/Four Lane er 3 Mont
road of R Block - hs
Digha road Phase
- I including
Flyover /
underpass /
Drains / service
road etc at Patna
in the State of
Bihar on EPC
Mode
16. R ehabilitation Company Uttar Pardesh Custom 516.20 23 2017 2018 2018 NA NA NA
and UP gradation (North) er 3 Mont
of Puranpur- hs
Khutar section
(38+000 Km to
82+000 KM) of
NH-730 to two
lane with paved
shoulder under
EPC mode in the
state of Uttar
Pradesh
17. B alance work in Company Bihar (East) Custom 360 13 2017 2018 2018 NA NA NA
Karankudariya – er 3 Mont
Chhapra Section hs
of Mohammadpur
– Chhapra Road
Source: Information available on the websites of the respective clients.
310Ongoing EPC Projects:
As of the date of this Draft Red Herring Prospectus, there are 10 ongoing projects under EPC model, the details of which are set out below:
Sr. Description of project Whether undertaken by Location Estimated project Term of Year of Estimated Client
No. the (region) cost (in ₹ million) the award year of (Source)
Company/Subsidiary/Joint project completion
Operations
1. Design and construction of unidirectional Joint Venture (Dhariwal Himachal 10,932.20 48 2024 2028 BRO
two lane twin tunnels at Shinkun La Pass Evrascon JV) Pradesh and Months
including civil and electrical/mechanical Ladakh (North)
work along with approaches connecting
Darcha-Padam Highway
2. Design-construction of 26 vehicle Company Madhya Pradesh 4,345.10 24 2023 2026 NHAI*
underpasses and installation of metal (Central) Months
beam crash barrier and demolition and
reconstruction of distressed bridge on
Lalitpur-Sagar-Lakhnadone of NH-44
3. Perma recti of 4blackspots on NH27 of Company Bihar (East) 2,362.50 24 2024 2026 NHAI*
Kotwa Mehsi Muzaffarpur Sec 440.00 Months
to520.00 4blackspots on NH27 of
Muzaffarpur Darbhanga Purnia sec 0.00
to 148.550 n 159.357 to 287.860 n
Removal of 1 atgrade Jn near Satanpur Jn
in Satanpur NH122 in Kotwa, Bihar on
EPC basis
4. Construction of two-lane Aizal Bypass Company Mizoram (North 3,710.00 36 2023 -# NHIDCL*
on Sairang-Phaibawk section of NH-6 East Months
5. Upgradation of two lanes with paved Company Mizoram (North 2,760.00 18 2022 2025 NHIDCL*
shoulders of Pawlrang-Rulchawm East) Months
section of NH-102B of Aizawl-Imphal
Economic Corridor including
realignment of the section from Tuivawl
River to Rulchawm of NH-6
6. Improvement of existing class 5 road to Company Himachal 1,321.43 36 2024 2027 BRO
NHIL specification with hard shoulder Pradesh (North) Months
7. Widening of existing two lane ROB to Company Rajasthan (West) 478.56 24 2024 2026 Customer
four lane ROB at Nawalgarh Road, Sikar Months 4
8. Construction and upgradation to NHDL Company Ladakh(North) 432.19 18 2022 2025 BRO
Specification including tunnel and Minor months
Bridge From KM 0+000 To KM 7+900
(Design Chainage KM 0+000 To KM
7+900) (KM 0+000 Reckoned at
Khalsar) of Road Khalsar-Agham Under
311Sr. Description of project Whether undertaken by Location Estimated project Term of Year of Estimated Client
No. the (region) cost (in ₹ million) the award year of (Source)
Company/Subsidiary/Joint project completion
Operations
Project Himank In Ladakh (UT) On EPC
Mode (Length 7.900 KM)
9. Construction of Grade separators along Company Karnataka(South) 1,129.90 24 2024 2026 NHAI
with Service Roads af (1) Four lane months
VOPs at Veerasandra Junction at
Chainages 19+395 & 19+465 (KA-(02)-
115) (2) Four lane VOP at Old
Chandapura at Chainage 25+180 (KA-
(03)-35) (3) Four lane VOP at Guddahatti
gate (Jain Temple) at Chainage 27+940
and (4) Four lane VOP at Guestline circle
at Chaniage 28+680 (KA-(03)-33) for
remedial measures at accident prone
locations in the stretch of Silk Board
junction to KA/TN Border of NH-44
(Old NH-07) in the State of Karnataka
under EPC Mode
10. Rectification of 17 Nos Company Kerala(South) 5,696.92 24 2025 2027 NHAI
Blackspots/Accident spots under Annual Months
Road Safety plan for 2024-2024 in the
stretch of Walayar-Vadakkancherry-
Thrissur-Angamaly Section of NH-544
in Kerela on EPC Mode
*Source: Information available on the websites of the respective clients.
# Appointed date yet to be issued.
(Remainder of the page has been intentionally left blank)
312HAM Projects
Typically, HAM agreements involve the construction of an asset as required by the client, with partial financing
arrangements provided by the bidders/contractors (“Concessionaire”). HAM agreements require the successful bidder
to design, finance, construct, operate and maintain the asset over a pre-defined period (“Concession Period”) at its
own expense. In return, the Concessionaire is granted a right to receive annuity from the authority for operating and
maintaining the asset during the Concession Period through a pre-defined mechanism.
Under HAM, typically 60% of the project cost are to be borne by the successful Concessionaire through a combination
of equity and debt, and the remaining percentage of the project cost will be paid to the Concessionaire by the client in
instalments, which will be linked to the project completion milestones. Thereafter, on completion of the project, the
project cost borne by the Concessionaire will be paid to the Concessionaire in semi-annual annuity payments as agreed.
The Concessionaire will be responsible for the maintenance of the project for the entire concession period. Based on
the bid, which consists of project cost and O&M payments, the client will make O&M payments as per an inflation
linked escalation. In the event of any deviations or non-compliance in relation to the project, our client may enforce
its rights under the agreement, including termination of the agreement. We may need to take remedial measures at our
cost and may be obligated to pay a percentage of the cost additionally as penalties.
The scope of our responsibilities is usually set out in the relevant concession agreement, where we may be required to
undertake routine maintenance of the project road, maintain and comply with safety standards to ensure smooth and
safe traffic movement, deploy adequate human resources for incident management, maintain proper medical and
sanitary arrangements for personnel deployed at the site and prevent any unauthorized entry and exit. The
concessioning authority may use one or more firms of engineers to carry out periodic tests to assess the quality of the
road and related maintenance. If we are determined to have failed to carry out our maintenance obligations, the
concessioning authority may, following the issuance of notices and the expiry of cure periods, terminate the relevant
concession agreement. In addition, we are required to pay damages, subject to the terms and conditions of the HAM
agreement, for delay of each day until the project milestone is achieved as well as for each day of default in
maintenance obligations.
As of the date of this Draft Red Herring Prospectus, we have not completed any HAM projects.
(Remainder of the page has been intentionally left blank)
313Ongoing HAM Projects:
As of the date of this Draft Red Herring Prospectus, our ongoing projects under HAM model are five, the details of which are set out below:
Sr Description of Whether Locatio Client Bid Date of Appoin Year Construc Dela Year of Operatio Equit Annuity Bonus
. the project undertaken by the n (Sour projec the ted date of tion ys Complet ns and y payable paymen
N Company/Subsidiar (region) ce) t cost concess awa period ion maintena infus by t for
o. y/Joint Venture (in ₹ ion rd from the nce ed by the early
millio agreem appointe period us (in concessi complet
n) ent d date (in ₹ oni ion (in ₹
days) millio ng million)
n) authorit
y/
Annual
premiu
m
payable
to
the
concessi
oni
ng
authorit
y
1. Re habilitation, Subsidiary Bihar NHAI 5,515. 03-04- Decemb 2023 730 NA 2025 15 Years 757.6 3,309.05 NA
upgradation and (East) * 10 2023 er 15, 0 Million
construction of 2023
two lane with
paved shoulder
of selected road
stretches from
Bakaur to
Parsarma
Section-I (NH-
527A),
Parsarma to
Bariyahi
Section-II (NH-
327E), Bangaon
Bypass Section-
III and Mahishi
Spur Road
Section-IV
under Bus Rapid
Transit Scheme
314Sr Description of Whether Locatio Client Bid Date of Appoin Year Construc Dela Year of Operatio Equit Annuity Bonus
. the project undertaken by the n (Sour projec the ted date of tion ys Complet ns and y payable paymen
N Company/Subsidiar (region) ce) t cost concess awa period ion maintena infus by t for
o. y/Joint Venture (in ₹ ion rd from the nce ed by the early
millio agreem appointe period us (in concessi complet
n) ent d date (in ₹ oni ion (in ₹
days) millio ng million)
n) authorit
y/
Annual
premiu
m
payable
to
the
concessi
oni
ng
authorit
y
Bharatmala
Pariyojna Phase-
I
2. Re habilitation Subsidiary Bihar NHAI 3,931. 21-06- Februar 2023 730 NA 2026 15 Years 561.5 2,358.66 NA
and upgradation (East) * 10 2023 y 1, 0 Million
of Chorma- 2024
Bairgania
section of NH-
227F to two
lanes with paved
shoulders
3. 4L of NH530B Subsidiary UP NHAI 6952.1 07-05- Not yet 2025 730 NA Not yet 15 Years 25.80 4,171.26 NA
from Chandan (North) * 0 2025 confirm confirme Million
Nagar(Existing ed d
Km96.200 of
NH530B Design
Km.179.500) to
Bareilly
Bypass(End)(Ex
isting
Km267.000 of
NH30 Design
Km227.680)
including
Trumpet
Interchange at
end connecting
315Sr Description of Whether Locatio Client Bid Date of Appoin Year Construc Dela Year of Operatio Equit Annuity Bonus
. the project undertaken by the n (Sour projec the ted date of tion ys Complet ns and y payable paymen
N Company/Subsidiar (region) ce) t cost concess awa period ion maintena infus by t for
o. y/Joint Venture (in ₹ ion rd from the nce ed by the early
millio agreem appointe period us (in concessi complet
n) ent d date (in ₹ oni ion (in ₹
days) millio ng million)
n) authorit
y/
Annual
premiu
m
payable
to
the
concessi
oni
ng
authorit
y
NH30 in Uttar
Pradesh on
HAM(Pkg4)
4. Co nstruction of Subsidiary Bihar NHAI 6580.0 05-05- Not yet 2025 730 NA Not yet 15 Years 8.10 3,948.00 NA
four laning of (East) * 0 2025 confirm confirme Million
Kishanganj- ed d
Bahadurganj
Section as a
Spur
Connectivity
between NH-
27(new)/NH-
31(old) and NH-
327E starting
near village
Uttar Rampur
(Km.
0+000) and
terminating at
NH- 327E, near
village Satal
Istamarar,
Bahadurganj
(23+649) and
interchange at
start
316Sr Description of Whether Locatio Client Bid Date of Appoin Year Construc Dela Year of Operatio Equit Annuity Bonus
. the project undertaken by the n (Sour projec the ted date of tion ys Complet ns and y payable paymen
N Company/Subsidiar (region) ce) t cost concess awa period ion maintena infus by t for
o. y/Joint Venture (in ₹ ion rd from the nce ed by the early
millio agreem appointe period us (in concessi complet
n) ent d date (in ₹ oni ion (in ₹
days) millio ng million)
n) authorit
y/
Annual
premiu
m
payable
to
the
concessi
oni
ng
authorit
y
point (length-
1.200Km) in the
State of Bihar
(2nd Call)
5. Ad ditional Subsidiary Karnat NHA 2930. 24-07- Not yet 202 730 NA Not yet 15 Years 4.80 1758.0 NA
works to ensure aka I 00 2025 confir 5 confirm 0
Road Safety for med ed
6-Lane
Bengaluru-
Mysuru Access
Controlled
section of NH-
275 in
Karnataka on
Hybrid Annuity
Mode (HAM)
under NH (O)
*Source: Information available on the websites of the respective clients.
(Remainder of the page has been intentionally left blank)
317ORDER BOOK
Our Order Book as of a particular date is calculated on the basis of the aggregate contract value of our ongoing projects
as of such date, adjusted for any change in scope of our work for such projects, reduced by the value of work executed
by us until such date, as certified by the relevant client and after excluding goods and service tax. The manner in which
revenues are derived to calculate and present our Order Book is not similar to the manner in which our revenue from
operations is accounted. For instance, we do not take into account any escalation for calculating the Order Book
whereas escalations are accounted for under our revenue from operations. The manner in which we calculate and
present our Order Book is therefore not comparable to the manner in which our revenue from operations is accounted,
which takes into account revenue from work executed, revenue relating to escalation or changes in scope of work of
our projects, other income, etc.
The table below provides details of our Order Book and our Order Book vis-a-vis our Book-to-bill ratio as of March
31, 2025, March 31, 2024 and March 31, 2023:
Particulars As on March 31, 2025 As on March 31, 2024 As on March 31, 2023
(in ₹ million) Book-to-bill (in ₹ million) Book-to-bill (in ₹ million) Book-to-bill
ratio (in times) ratio (in ratio (in times)
times)
Value of the 47,669.98 4.13 24,879.46 2.70 22,440.26 3.63
Order Book
The table below provides the details of our Order Book split across different geographies:
Value of the As on March 31, 2025 As on March 31, 2024 As on March 31, 2023
Order Book (in ₹ million) (in ₹ million) (in ₹ million)
North 23,913.48 7,386.16 671.19
East 16,929.68 17,493.30 21,769.07
South 6,826.82 0.00 0.00
The table below provides the details of our Order Book and our Order Book vis-a-vis our Book-to-bill ratio split across
our project portfolio:
Value of the As on March 31, 2025 As on March 31, 2024 As on March 31, 2023
Order Book (in ₹ million) Book-to-bill (in ₹ million) Book-to-bill (in ₹ million) Book-to-bill
ratio ratio ratio
EPC projects 28,429.32 2.47 14,741.35 1.60 11,781.64 1.90
HAM projects 16,467.08 1.43 7,796.32 0.85 9,446.20 1.53
PROJECT CYCLE
Pre-Bidding Stage
1. Identification of potential projects: A dedicated team is responsible to review the national newspapers and
websites of all authorities, compile all tenders floated and carry out a preliminary internal assessment for
viability based on our profile and area of business interest and depending on factors like geographic location,
complexity, workload, profitability estimates, competitive advantages, and eligibility.
2. Approval and decision-making: The list containing potential projects is thereafter put up to the management
and a discussion is held about each project is discussed and approval of the list of tenders where bid is to be
submitted is obtained which is forwarded to the concerned departments like finance for arranging bid security,
assessment of tax implications, procurement division for providing basic rates, etc. Thereafter, a site visit is
planned by the dedicated team.
3. Pre-qualification and bid submission: The dedicated tender department evaluates our Company’s eligibility
criteria and if certain criteria cannot be met independently, forming joint ventures with other qualified
318contractors is considered wherein approval is again sought from the management. The bid submission process
involves detailing various aspects, such as financial parameters, employee information, equipment available,
portfolio of projects, and legal requirements. The request for proposal (“RFP”) document is reviewed by the
departments and the bid is submitted in accordance with the requirements mentioned in the RFP document.
4. Client’s selection criteria: The criterion of bidding is generally a two packet-system wherein the tenderer
pre-qualifies contractors based on multiple factors like experience, technical ability, safety record, financial
strength, and past project size and performance. Once pre-qualified the price bid becomes the sole criteria
for selection of the winning bid.
5. Financial bid submission: An in-depth study of the proposed project is conducted based on technical and
commercial input gathered from detailed site visit report, design department, procurement division, etc. This
information helps in arriving at the cost estimation for the bill of quantities, which is then marked up based
on our policies regarding overheads, expenditures, and profitability benchmarks.
Post-Bidding Stage
1. price bid is opened of such bidders only who are pre-qualified. Tenders are opened in the presence of the
prospective bidders to maintain transparency and lowest bidder is announced.
2. Clarifications and negotiations: The lowest bidder is thereafter called for clarifications and negotiations in
case price criteria does not meet the requirements and expectations with regard to estimated cost. However,
in certain departments negotiations are not permitted and in-case price criteria is not met the tender is
cancelled and recalled.
3. Award of contract: Once the evaluation and negotiation process conclude, the customer awards the contract
to the successful bidder who meets their requirements and expectations. This is typically communicated
formally through an award letter or the letter of intent which allows specific time period for submission of
performance bank guarantee (“PBG”).
4. Contract Finalisation: After the PBG is deposited, both parties enter into contract as per the terms and
conditions in the tender.
5. Mobilization: After signing the contract, the contractor initiates project mobilization. This involves setting
up the construction site, deploying resources, arranging for materials and equipment, and finalizing project
plans.
6. Sub-contractor and supplier engagement: The contractors start engaging with subcontractors, suppliers,
and vendors to execute the project as per the contract requirements. This phase includes finalizing
agreements, schedules, and deliveries.
7. Project kick-off meeting: Organizing a kick-off meeting with the client, sub-contractors, and key project
stakeholders to ensure alignment on project goals, timelines, procedures, and expectations.
8. Project Execution: The actual construction work begins following the agreed-upon project plan, adhering
to quality standards, safety regulations, and the project timeline.
9. Monitoring and Reporting: Regularly monitoring the project’s progress, tracking milestones, managing
risks, and providing periodic progress reports to the customer.
10. Completion and handover: Upon completion of the construction work and successful project milestones,
the project is prepared for handover to the customer. This involves inspections, snagging, and addressing any
outstanding issues before formal handover.
31911. Final documentation and closing: Providing all necessary documentation, including as-built drawings,
warranties, and obtaining client sign-off. Completing financial settlements, final payments, and closing out
the project.
Post-Completion
1. Upon completion of construction of a project, typically an independent engineer appointed for the project
certifies the work completed and a completion certificate is issued.
2. Depending on the scope of work for a project, maintenance may be required to be carried out by us upon
completion of construction. The retention money, which is typically 5% of the contract value, is returned by
the client upon completion of the defect liability period.
Project Management
Our project management team (“PMT”) is supported by all the departments that are involved in the planning of
a project, namely, design and engineering, procurement, quality control, logistics as well as our on-site teams.
Further, we mobilise the equipment at the project sites based on requirements of the project. Our design and
engineering team thereafter initiates the design work based on the technical requirements of the projects in order
of priority. Our supply logistics team, in coordination with the PMT, ensures timely delivery of materials at sites
to avoid delays in achieving project timelines.
Cost saving measures
Our Company is integrating certain cost saving measures to the conventional market practices. By adopting such
measures, our Company is able to reduce costs, inculcate sustainable development methods while also ensuring
that the projects undertaken are sustainable in the long term by way of minimal maintenance efforts and longevity
of structures.
Customers
Our projects are procured from a wide range of government-owned entities and departments across various
geographies such as the Public Works Departments of various states with whom we have conducted business
across different regions, and various other government owned entities. For details of our Order Book spread across
diversified customers, see “- Strengths - Pan-India presence with a strong Order Book of projects and diversified
client bases” on page 291.
Additionally, our top three customers that contributed to more than 75% of our revenue from operations during
the Fiscals 2025, 2024 and 2023 are as follows:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from % of our total Revenue from % of our total Revenue from % of our total
operations ₹ revenue from operations ₹ revenue from operations ₹ revenue from
(in million) operations (in million) operations (in million) operations
Customer 1 8,372.65 72.62% 6,234.90 67.69% 2,418.45 39.10%
Customer 2 1,426.41 12.37% 1,057.75 11.48% 1,033.41 16.71%
Customer 3 Nil Nil 1,233.77 13.39% 2,474.22 40.00%
Total 9,799.06 84.99% 8,526.43 92.56% 5,926.08 95.81%
Note: The names of the relevant customers have not been used as the consents from such customers authorizing use of their names have not
been received as on the date of this Draft Red Herring Prospectus.
Equipment
We own majority of our equipment and mobilize such construction equipment at the beginning of each project
resulting in increased fixed costs to our Company. Our owned fleet of modern construction machinery and
equipment, along with our project management systems wherein we utilise certain integrated solution supports a
320wide array of functions, including administrative processes, procurement activities, and the overall enterprise
resource planning needs of the Company. We have deployed dedicated systems for site monitoring, including
advanced surveillance solutions and a vehicle tracking systems, to ensure real-time oversight, operational
efficiency, and enhanced security across all project sites, engineering skills and capabilities of our work force,
which has been instrumental for us in securing a wide variety of construction projects that involve a varying
degree of complexity such as the design and construction of unidirectional two lane twin tunnels at Shinkun La
Pass including civil and electrical/mechanical work along with approaches connecting Darcha-Padam Highway,
as well as the design-construction of 26 vehicle underpasses and installation of metal beam crash barrier and
demolition and reconstruction of distressed bridge on Lalitpur-Sagar-Lakhnadone of NH-44.
Our integrated model emphasizes digitalization, aiming to streamline operations and improve efficiency across
all levels. The key features of this model include (i) reduced dependency on manual labour by automating
processes and integrating smart systems; (ii) investment in advanced equipment during the early stages of our
operations, laying a strong technological foundation for growth; and (iii) adoption of emerging technologies by
exploring and implementing innovative solutions to stay ahead in a competitive landscape and respond rapidly to
market demands. One such solution is our foray into the pond ash transportation vertical, which falls under the
category of material handling, and contributed to ₹ 902.20 million, ₹ 259.44 million and ₹ 4.95 million for Fiscals
2025, 2024 and 2023, respectively, wherein we transport pond ash a by-product of coal power plants) and also
utilize it in the construction of roads which contributes to a sustainable and economical approach.
As of March 31, 2025, we owned a fleet of more than 1,307 major construction equipment (such as loaders, pavers
and excavators excluding vehicles and other equipment) with an aggregate net block value of ₹ 1,202.67 million
(with gross block value of ₹ 1,676.98 million). In addition to our owned fleet of construction equipment, we
strategically lease additional machinery and equipment such as tractors, transport vehicles, dozers, excavators etc
on a project-specific basis to meet varying project requirements and optimize operational efficiency. The amount
incurred by our Company under such leasing agreements stood at ₹ 109.34 million, ₹ 87.18 million and ₹ 117.86
million for Fiscals 2025, 2024 and 2023, respectively. The following table represents the type and quantity of
equipment owned by our Company as on March 31, 2025 which enable us to obtain and execute certain intricate
projects:
S. No. Types of plant and machineries as of March 31, 2025 Numbers Net block value of
equipment (in ₹
million)
1 Hywa 106 231.51
2 Excavator 43 154.71
3 Transit mixer 42 54.48
4 Backhoe loader 31 52.26
5 Water tanker 23 13.84
6 Hydra 15 26.06
7 Motor grader 15 120.50
8 Soil compactor 17 21.67
9 Tractor 12 3.54
10 Tandem roller 13 20.20
11 Diesel tanker 10 9.25
12 RMC plant 9 19.00
13 Wheel loader 8 14.19
14 Baby roller 9 6.12
15 Paver 9 74.99
16 Truck mounted bitumin sprayer 4 4.27
17 Wet mix plant 8 8.12
18 PTR roller 4 9.56
19 Crusher plant 5 37.44
20 Drum mix plant 4 12.88
21 Loadall machine 2 4.50
22 Kerb laying machine 6 3.83
321S. No. Types of plant and machineries as of March 31, 2025 Numbers Net block value of
equipment (in ₹
million)
23 Truck mounted boom pump 5 12.90
24 Hot mix plant 3 38.04
25 Boomer machine – epiroc 2 78.57
26 Milling macine 1 20.17
27 Concrete sprayer - spritter for tunnel 1 20.45
28 Others(1) 900 129.64
Total 1,307 1,202.67
Others include rock breakers, concrete mixers etc.
Further, as of March 31, 2025, we had leased 64 equipment which amounted to 4.67% of our total equipment.
Our equipment lease agreements are typically entered into for a period of 12 months, some of which are pursuant
to different buyback agreements entered into, with the vendors wherein the machinery/equipment’s are bought
back by the vendors basis the standard practices and typically post three years from the date of the agreement.
See “Risk Factors – We own majority of our equipment and mobilize such construction equipment at the beginning
of each project resulting in increased fixed costs to our Company. We also lease certain of our equipment.
Further, in the event we are not able to generate adequate cash flows and keep pace with technical and
technological developments in the construction industry it may have a material adverse impact on our
operations.” on page 38.
The table below indicates the details of our owned equipment for the relevant periods:
Particulars As of
Fiscal 2025 Fiscal 2024 Fiscal 2023
Equipment Cost (in ₹ million) 1,202.67 937.96 584.05
As a % of total revenue from operations (in
10.43% 10.18% 9.44%
%)
As a % of total assets (in %) 11.42% 15.52% 20.37%
A designated plant and equipment department is responsible for identifying the need to procure or hire, deploy,
maintain and monitor the plant, equipment and accessories. Machinery deployed to a specific site is monitored
by an activity log to track the capacity utilization, fuel consumption, idleness, cost effectiveness and other
operational details. We are able to dispatch our construction vehicles or machinery to worksites where they can
be utilized at an efficient level without delay. With high control and availability of our construction equipment,
we can take measures to use and maintain our equipment to improve our efficiency and profitability and decide
the use of our equipment pursuant to the needs of our projects. In order to do so, a qualified and experienced team
works to execute our projects in an efficient manner while avoiding high rental costs, risks of renting wrong
equipment, delays and use restrictions by third-party equipment owners. To ensure high quality, low cost and
timely completion of projects, we have an in-house repair and maintenance team, which carries out scheduled
preventive maintenance, breakdown maintenance, proactive maintenance and other activities.
Raw Materials
Our procurement team handles the procurement of major raw materials and engineering items such as fuel,
cement, steel, aggregate and bitumen. Our project sites have procurement managers who understand and oversee
the local material requirement and report the same to specific project managers, thereby ensuring a personalized
understanding of material requirement from a project-to-project basis. Below is a chart reflecting the procurement
process in our Company.
322The principal raw materials used in our projects are cement, bitumen, glass, wood, diesel, grit material and light
diesel oil which are procured from certain regular domestic suppliers. In the ordinary course of our business, we
purchase such raw materials by way of purchase orders from our suppliers which has been commercially viable
for us while also ensuring timely availability of materials due to long term relationships with our suppliers. Such
purchase orders include standard terms in relation to the payment, delivery, transportation charges, amongst other
terms. The following table sets forth details of our cost of raw materials for the periods indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
In ₹ million As a % of In ₹ million As a % of In ₹ million As a % of
total total total
consolidated consolidated consolidated
expenses expenses expenses (%)
(%) (%)
Consolidated cost of 2,533.05 26.09% 2,558.32 32.72% 1,633.40 30.58%
materials consumed
Quality Management
We maintain quality standards at all stages of our project. Our aim is to reduce cost and cycle times through
effective and efficient use of resources. We have a team of engineers and professionals responsible for ensuring
quality standards. In executing the projects, we monitor and test all materials for conformity, track non-
conformities and make rectifications. Currently, we have 12 employees in our quality control and quality
assessment departments who undertake regular inspection on the machinery/equipment’s.
Human Resources
As of March 31, 2025, we had 1,090 permanent employees. Our Company has also hired consultants on a
contractual basis. We undertake selective and need-based recruitment every year to maintain the required size of
our workforce, which may otherwise decline as a result of attrition and retirement of employees. Our personnel
policies are aimed towards recruiting the talent that we need, facilitating the integration of our employees into our
Company and encouraging the development of skills in order to support our performance and the growth of our
operations. The table below shows details of permanent employees for Fiscals 2025, 2024 and 2023 and our
attrition rate for the respective periods:
323Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of permanent 1,090 999 796
employees
Attrition rate of 53.71% 36.32% 31.98%
permanent employees
Information Technology
Our resources, personnel, equipment and finances are efficiently and optimally utilized through the use of
sophisticated management information systems and tools. We use certain advanced software platforms for, inter-alia,
project management, document management, database and payroll.
Construction Technology
The construction of roads involves several key technologies and processes aimed at ensuring durability, safety,
and efficiency, such as:
• Surveying and Design: Before construction begins, detailed surveys are conducted to plan the road alignment
and design. This involves assessing the terrain, soil conditions, drainage requirements, and environmental
considerations.
• Earthwork: This phase involves preparing the ground by excavating, grading, and compacting the soil to
achieve the desired road profile. Earthmoving equipment such as excavators, bulldozers, and graders are used
extensively during this stage.
• Sub-base and Base Layers: These layers provide a stable foundation for the road. The subbase layer consists
of compacted natural soil or aggregate materials, while the base layer typically uses stronger materials like
crushed stone or gravel.
• Pavement Materials: The choice of pavement materials depends on factors like traffic volume, climate, and
soil conditions. Common materials include asphalt (bitumen) for flexible pavements and concrete for rigid
pavements.
• Asphalt Paving: For asphalt roads, hot mix asphalt is prepared in a plant and transported to the site for paving.
The asphalt is spread and compacted using specialized equipment to create a smooth and durable surface.
• Concrete Paving: Concrete roads involve the use of ready-mix concrete, which is poured and leveled using
slipform pavers or fixed-form pavers. Proper curing and joint sealing are crucial for the longevity of concrete
pavements.
• Drainage Systems: Effective drainage is essential to prevent water damage and erosion. Techniques include
installing culverts, ditches, and stormwater management systems to direct water away from the road surface.
• Traffic Control and Safety: During construction, measures such as signage, barriers, and temporary traffic
diversions are implemented to ensure safety for workers and road users.
• Quality Control and Testing: Throughout the construction process, materials are tested to ensure they meet
specifications for strength, durability, and performance. Quality control measures help identify and rectify
any issues early on.
• Maintenance and Rehabilitation: Regular maintenance such as crack sealing, resurfacing, and rehabilitation
activities like overlaying or reconstruction are essential to extend the life of the road and ensure continued
safety and functionality.
Advancements in technology continue to affect road construction, with innovations such as intelligent compaction
equipment, recycled materials, and digital modeling enhancing efficiency and sustainability in road infrastructure
projects.
Bank guarantee and security deposits for the projects
We are also required to submit performance bank guarantees for completion of the projects. Set forth below are
details of bank guarantees and performance guarantees provided to our customers, in each case as of March 31,
2025, 2024 and 2023.
324(₹ in million)
As of
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Bank guarantees 506.22 348.45 509.11
Performance guarantees 1,268.16 1406.68 575.65
Intellectual Property
We have made an application for the wordmark “DHARIWAL BUILDTECH LIMITED” in class 37 under the
Trademarks Act, which is currently pending. See, “Risk Factor – Any failure to protect our intellectual property
rights may adversely affect our business, financial condition and results of operation” on page 51.
Insurance
We maintain a number of insurance policies to cover different risks related to our projects in accordance with the
terms of our agreements and best industry practices. Our insurance policies include contractor all-risks policies,
workmen compensation, vehicle and machinery policies. Furthermore, these insurance policies insure us against
all foreseen hazards that may cause injury and loss of damage and destruction of property and equipment damage.
However, our insurance coverage may not adequately protect us against all material hazards as the policies may
not be sufficient to cover all our economic losses. See, “Risk Factor - Our insurance coverage may be inadequate,
which could have an adverse effect on our financial condition and results of operations” on page 39.
Health, Safety and Environment
We are committed to globally accepted best practices and compliance with applicable health, safety and
environmental legislation and other requirements in our operations. We comply in all material respects with
applicable occupational health and safety laws, regulations and other contractual requirements relevant to health
and safety of employees and subcontractors at our project sites and manufacturing facilities. Additionally,
pursuant to the EPC contracts entered into by us, most of the necessary approvals and environmental clearances
for the construction of the project are to be procured by our customers. We work towards enhancing a culture of
safety and have implemented various health and safety initiatives, including carrying out regular safety
observations, conducting regular contractor field safety audits to assess any gaps and take corrective action,
providing safety training and drills.
Competition
The road construction industry in India is very competitive. Our competition depends on various factors, such as
the type of project, total contract value, potential margins, complexity, location of the project and risks relating to
revenue generation. While service quality, technical ability, performance record, experience, health and safety
records and the availability of skilled personnel are key factors in client decisions among competitors, price often
is the deciding factor in most tender awards.
According to the CRISIL Report, our main competitors are Ceigall India Limited, GR Infra Projects Limited, J
Kumar Infra Limited, HG Infra Engineering Limited, KNR Construction and PNC Infratech.
Corporate Social Responsibility
We demonstrate our commitment towards our community by committing our resources and energies to social
development and have aligned our CSR programs with the legal requirements. We have undertaken programs
such as medical facilities to poor and homeless, promotion of education, eradicating extreme hunger & poverty
and ensuring environmental sustainability. Our spends towards our CSR activities for Fiscals 2025, 2024 and
2023 is ₹ 17.60 million, ₹ 9.66 million and ₹ 4.96 million, respectively.
Property
325Our Registered and Corporate Office, which is situated at DSS 72P, Sector - 15AP, Hisar - 125 001, Haryana,
India, is leased by us. Additionally, as on the date of this Draft Red Herring Prospectus, our Company has 33
offices, which are on a leasehold basis.
326KEY REGULATIONS AND POLICIES
The following is a brief overview of certain key laws, regulations, and policies in India, which are applicable to
our Company and the business and operations undertaken by our Company. The information detailed below has
been obtained from various legislations, including rules, regulations, guidelines, and circulars promulgated and
issued by regulatory bodies that are available in the public domain. The overview and description set out below is
not exhaustive and is only intended to provide general information, and is neither designed, nor intended, to be a
substitute for professional legal advice. The statements below are based on the current provisions of Indian law,
which are subject to change or modification by subsequent legislative, regulatory, administrative, or judicial
decisions. For details of the government approvals and licenses obtained by our Company, see “Government and
Other Approvals” beginning on page 485.
Key industry specific regulations
Laws in relation to the Business and Operations of the Highways
The regulatory framework governing India's highways sector primarily stems from the primary legislations of the
National Highways Act, 1956 (the “NH Act”) and the National Highways Authority of India Act, 1988 (the “NHAI
Act”), promulgated by the Indian parliament, each as amended or supplemented.
National Highways Act, 1956
The Central Government holds the power to designate national highways and acquire land for this purpose. Through
official notification, the Government can declare its intention to acquire land for a 'public purpose' as defined by the
law, utilizing it for the construction, maintenance, management, and operation of national highways across the country.
The NH Act lays out the procedure for land acquisition, including declaring intent, conducting land surveys, holding
objection hearings, making acquisition declarations, and taking possession. Compensation is provided to affected
landowners and individuals in accordance with the NH Act.
Under the NH Act, the Ministry of Road Transport and Highways of India is authorized to appoint a competent
authority for the effective implementation of the Act and its policies. The said appointed authority retains the right
and power to (a) survey, make any inspection, valuation or enquiry; (b) take levels; (c) dig or bore into sub- soil; (d)
set out boundaries and intended lines of work; (e) mark such levels, boundaries and lines placing marks and cutting
trenches; or (f) do such other acts or things as may be laid down by rules made in this behalf by that government.
The Central Government may also enter into an agreement with any person (being, either an individual, a partnership
firm, a company, a joint venture, a consortium or any other form of legal entity, Indian or foreign, capable of financing
from own resources or funds raised from financial institutions, banks or open market) in relation to the development
and maintenance of the whole or any part of a ‘National Highway’. Such agreement may provide for designing and
building a project and operating and maintaining it, collecting fees from users during an agreed period, which period
together with construction period is usually referred to as the ‘concession period’ / ‘construction period’. Upon expiry
of the ‘concession period’ / ‘construction period’, the right of the person to collect fees at such rates as notified by the
Central Government(in case of DBFOT mode only), for proper management of the highway, in accordance with the
provisions of the Motor Vehicles Act, 1988, as amended. Their obligation to operate and maintain the project ceases
and the facility stands transferred to the central government.
All the notified national highways vest in the name of the Union and for the purposes, include all lands appurtenant
thereto and all the bridges, culverts, tunnels and other enlisted constructions under the said NH Act. The Central
Government assumes the responsibility of maintaining and constructing of national highways in proper condition in
accordance with the law and has made it mandatory to install sensors on bridges, including gadgets to detect corrosion,
and monitor their real time health. The Central Government also retains the right to levy fee over the services and
benefits rendered in relation to the use of such national highways.
The National Highways (Amendment) Bill, 2017, entails the competent authority to issue reports to the Central
Government in respect of any land (either acquired or proposed to be acquired) which is, either under incorrect revenue
record or which is not required due to change in geometry or alignment of the construction, to issue order for the de-
327notification of such land from the acquisition for development and maintenance of the national highway. In pursuance
of the foregoing amendment to the statute, the National Highways Rules, 1957, have been amended to ensure the
exercise of the power under the NH Act. These rules provide for periodic regulatory compliance and reporting
standards to be followed by the competent authority in reporting to the Central Government.
National Highways Authority of India Act, 1988
The NHAI Act was enacted by the Central Government to appoint a competent authority under the NH Act and
establish an authority responsible for the development, maintenance, and management of national highways, along
with related matters. Under this Act, the Government of India (GoI) executes the development and maintenance of
national highways through NHAI. NHAI, subject to the provisions of the NHAI Act, possesses the authority to enter
into and fulfill any contracts essential for its functions. Additionally, NHAI is empowered to acquire land necessary
for its operations, with such acquired land considered for a 'public purpose'. Furthermore, NHAI has the authority to
enter into and perform any contracts vital for its functions under the NHAI Act.
The NHAI Act sets a threshold for the value of contracts NHAI can undertake, though it allows NHAI to surpass this
limit with prior consent from the Central Government. Additionally, the Act mandates that contracts concerning the
acquisition, sale, or lease of immovable property on behalf of NHAI cannot extend beyond 30 years without prior
approval from the Central Government.
National Highways Development Project
Under the Central Road Fund Act of 2000, the Government of India established a designated fund for National
Highways Development Project (“NHDP”) (the "Fund"). Financing for NHDP is sourced from various channels,
including securitization of cess, engaging the private sector, and promoting Public Private Partnerships (PPP).
Additionally, NHDP is funded through long-term external loans from institutions such as the World Bank, the Asian
Development Bank, and the Japan Bank for International Cooperation, as well as through toll collection on roads.
In an EPC project, the National Highway Authority of India (“NHAI”) / Government of India (“GoI”) meets the up-
front cost and expenditure on annual maintenance. All the clearances, land acquisition and regulatory norms are met
by the NHAI / GoI itself. The concessionaire / contractor is only responsible for designing, construction, and
completing the project in a predetermined timeline. In HAM projects, the private entity / concessionaire is required to
meet only 60% of the upfront cost through a combination of debt and equity with the remaining 40% paid in grant by
NHAI / GoI. The concessionaire remains responsible for the maintenance of the project till the end of the concession
period. The NHAI also forms SPVs for funding road projects. This method of private participation involves very less
cash support from the NHAI in the form of equity / debt. Most of the funds come from ports / financial institutions /
beneficiary organizations in the form of equity / debt. The amount spent on developments of roads / highways is to be
recovered in the prescribed concession period by way of collection of toll fee by the SPV. Tax incentives which are
being provided to the private entity are eligible for 100% exemption for any consecutive 10 years out of the first 20
years after completion of a project. The Government has also allowed duty free import of specified modern high-
capacity equipment for highway construction.
Control of National Highways (Land and Traffic) Act, 2002
The National Highways (Land and Traffic) Act, 2002 (referred to as the "NH Control Act") regulates the management
of land within national highways, the right of way, and the traffic flow on these highways, along with the removal of
unauthorized occupation. In compliance with the NH Control Act, Highway Administrations have been established
by the Central Government. According to the NH Control Act, any land acquired for road construction purposes,
which was not previously owned by the Central Government, and any land forming part of a highway and vested in
the Central Government, is deemed Central Government property. Occupying or depositing materials on highway land
without the consent of the Highway Administration is illegal under the NH Control Act. The NH Control Act also
allows for the leasing or licensing of highway land for short-term use.
Applicable Rules and Regulations
328As per the NH Act and the NHAI Act, the Central Government is empowered to make rules in order to further the
objects of NH Act and NHAI Act. In exercise of such power, the Central Government has framed certain rules which
are as follows:
• The National Highways Rules, 1957, as amended;
• National Highways Authority of India (Budget, Accounts Audit, Investment of Funds and Powers to enter
Premises) Rules, 1990, as amended;
• The National Highways (Manner of Depositing the Amount by the Central Government with Competent
Authority for Acquisition of Land) Rules, 1998;
• The National Highways Tribunal (Procedure for Appointment as Presiding Officer of the Tribunal) Rules,
2003, as amended;
• The Central Road Fund (State Roads) Rules, 2007;
• The National Highways Tribunal (Procedure) Rules 2003;
• National Highways Authority of India (The Term of Office and Other Conditions of Service of Members)
Rules, 2003, as amended;
• The National Highways Tribunal (Financial and Administrative Powers) Rules, 2004;
• The National Highways Tribunal (Procedure for Investigation of Misbehaviour or Incapacity of Presiding
Officer) Rules, 2003;
• The National Highways Fee (Determination of Rates and Collection) Rules, 2008, as amended;
• The Highway Administration Rules, 2004;
• The National Highways (Collection of Fees by any person for the use of Section of National
Highways/Permanent Bridges/Temporary bridge on National Highways) Rules, 1997;
• The National Highways (Fee for the use of National Highways and Permanent Bridge public Funded
Project ) Rules, 1997;
• The National Highways (Rate of Fee) Rules, 1997;
• Construction Workers (Regulation of Employment and Conditions of Services) Act, 1996 and Central
Rule, 1998;
• C.E.A. (Measures Relating to Safety and Electric Supply) Regulations, 2010;
• Central Electronical Authority (Measures Relating to Safety and Electric Supply) Regulations, 2020;
• Indian Electricity Rules, 1956; and
• Guidelines for formulation, appraisal and approval of public-private partnership.
The Railways Act, 1989
The Railways Act, 1989, governs the administration, operation, and regulation of railways in India. It defines the
powers and responsibilities of the Central Government, the Ministry of Railways, and the Railway Board, covering
aspects such as the construction, maintenance, and management of railway infrastructure, safety standards, passenger
and freight tariffs, and the rights and obligations of railway administrations and users. The Act also outlines provisions
related to the acquisition of land for railway purposes, penalties for offences, and mechanisms for dispute resolution,
thereby providing the legal framework for the efficient and safe functioning of the Indian railway system.
Indian Tolls Act, 1851
Under the Indian Tolls Act of 1851, (referred as the “Tolls Act”) state governments are empowered to levy tolls at
reasonable rates on roads or bridges constructed or repaired at the expense of either the federal or state government.
The tolls collected under this Tolls Act are classified as “public revenue”, and state governments have the authority
to appoint individuals to manage toll collection, subject to the same responsibilities as those in the land tax collection
department. Additionally, the Tolls Act mandates that all police officers provide necessary support to toll collectors
as required. Moreover, the Tolls Act outlines procedures for toll recovery and provides exemptions from toll payment
for certain individuals.
Right to Fair Compensation and Transparency in Land Acquisition, Rehabilitation and Resettlement Act, 2013
(“Land Acquisition Act”)
329The Land Acquisition Act, 2013, mandates fair compensation—up to four times the market value in rural areas and
twice in urban areas—along with comprehensive rehabilitation and resettlement for affected families. The Act requires
social impact assessments, significant consent from affected families for private and public-private projects, and
includes special safeguards for vulnerable groups. It also provides for the return of unused land and establishes
mechanisms for grievance redressal, aiming to balance development needs with the rights and welfare of landowners
and communities.
Petroleum Act, 1934 and Petroleum Rules, 2002 (“Petroleum Act and Petroleum Rules”)
The Petroleum Act and the Petroleum Rules form the primary legal framework governing the import, storage,
transport, production, refining, and distribution of petroleum products in India. The Petroleum Act establishes the
regulatory authority and outlines the powers of the government to ensure safety, prevent hazards, and control the
handling of petroleum, which is classified based on its flash point. The Act also provides for inspections, penalties for
violations, and the authority to restrict or prohibit certain operations in the interest of public safety or national security.
The Petroleum Rules, framed under the Act, provide detailed procedures and technical standards for licensing, storage
facilities, transportation methods, and safety measures to minimize risks associated with petroleum products. Overall,
the Petroleum Act aims to ensure the orderly and secure management of petroleum resources while safeguarding
public and environmental interests.
Other legislations relevant to the road sector
The Motor Vehicles Act, 1988
The development, maintenance, management, and control of National Highways are governed by the NH Act and the
NHAI Act. Additionally, certain powers related to traffic control have been delegated to the Transport Department of
State Governments under the Motor Vehicles Act, 1988. Section 138 of the Motor Vehicles Act, 1988, empowers
State Governments to enact regulations pertaining to traffic control. These regulations encompass various aspects,
such as the removal and safe storage of vehicles, including their loads, that have broken down, been left standing, or
abandoned on roads.
Additionally, the installation and usage of weighing devices, maintenance and management of wayside amenities
complexes, and the maintenance and operation of parking places and stands, including any associated fees, fall under
the purview of these rules. The section also grants the authority to prohibit the seizing or mounting of motor vehicles
in motion and restricts the use of footpaths or pavements by motor vehicles. These measures aim to prevent danger,
injury, annoyance to the public or any individual, as well as the risk of harm to property or obstruction to traffic.
Furthermore, there are additional legislations pertinent to the road sector, including the Road Transport Corporation
Act, 1950, National Highways (Temporary Bridges) Rules, 1964, National Highways (Fees for the Use of National
Highways Section and Permanent Bridge Public Funded Project) Rules, 1997, National Highways Tribunal
(Procedure) Rules, 2003, Central Road and Infrastructure Act, 2000, and Central Road Fund (State Roads) Rules,
2007.
Environment law legislations
Infrastructure projects must adhere to environmental regulations, including the Water (Prevention and Control of
Pollution) Act, 1974, the Air (Prevention and Control of Pollution) Act, 1981, and the Environment Protection Act,
1986, as amended (“Environment Act”, collectively referred to as the “Environment Protection Acts”). The Water
Pollution Act is aimed at preventing and controlling water pollution, with provisions for establishing a central pollution
control board (“Central Pollution Control Board” or “CPCB”) at the national level and state pollution control boards
(“State Pollution Control Boards” or “SPCBs”) at the state level.
Furthermore, concerning environmental compliance and regulations, the National Green Tribunal Act of 2010 (the
“NGT Act”) stands as a significant legislation, establishing a National Green Tribunal (“NGT”) for the prompt
adjudication of cases related to environmental protection and the conservation of forests and other natural resources.
It also encompasses the enforcement of environmental rights, providing relief and compensation for damages to
individuals and property, and addressing associated matters. Additionally, under the Forest (Conservation) Act of
1980, state governments are restricted from de-reserving reserved forests, directing forest land usage for non-forest
330purposes, or leasing forest land to private entities without the Government of India's approval. The Ministry of
Environment, Forest and Climate Change (“MoEF”) mandates Environmental Impact Assessments (“EIAs”) for
specific projects. In this process, the MoEF evaluates proposals for project establishment, assessing their
environmental impact before granting project clearances.
The Environment (Protection) Act, 1986 (the “Environment Act”) and Environment Protection Rules, 1986 (the
“Environment Protection Rules”)
The Environment Act is designed to safeguard and enhance environmental quality, combat pollution, and authorize
governmental intervention for environmental protection. Additionally, the Environment Protection Rules outline
emission and discharge standards for environmental pollutants and regulations on handling hazardous substances in
various regions. Violations of the Environment Protection Act or its associated rules may result in imprisonment,
fines, or both. According to the Environment Protection Rules, individuals engaged in industries, operations, or
processes requiring consent under the Water Act, Air Act, or both, or authorization under the Hazardous Wastes Rules,
must submit an environmental audit report to the respective state pollution control board annually, in the prescribed
format.
Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (the “Hazardous Waste
Rules”)
The Hazardous Waste Rules, read with the Environment Protection Act, establish guidelines for the resource recovery
and disposal of hazardous waste in an environmentally responsible manner. These rules include detailed schedules
outlining specific processes and their corresponding hazardous wastes, along with concentration limits for waste
constituents. Additionally, the Hazardous Waste Rules mandate that any entity involved in the generation, handling,
processing, treatment, packaging, storage, transportation, use, collection, destruction, transfer, or similar activities
related to hazardous wastes must obtain authorization from the relevant state pollution control board.
The Air (Prevention and Control of Pollution) Act, 1981 (the “Air Act”) and the Water (Prevention and Control of
Pollution) Act, 1974 (the “Water Act”)
The Air Act was formulated to address air pollution by preventing, controlling, and mitigating its effects in India. It
mandates that individuals establishing or operating industrial plants in air pollution control areas must obtain prior
consent from the relevant state pollution control board. Furthermore, it prohibits the emission of air pollutants beyond
prescribed standards by any industrial plant operating in such areas. Similarly, the Water Act aims to regulate and
prevent water pollution, ensuring the cleanliness and safety of water bodies across the country, and prohibits the
discharge of domestic and industrial pollutants without proper treatment. Violations of the Air Act and Water Act may
result in fines and/or imprisonment, depending on the severity of the offense.
Forest Conservation Act, 1980
The Forest Conservation Act aims to regulate the diversion of forest land for non-forest purposes and to ensure the
conservation and sustainable management of forests. The Act mandates that any use of forest land for activities such
as agriculture, industry, or infrastructure development requires prior approval from the central government. It seeks
to prevent deforestation, maintain ecological balance, and protect the rights of forest-dwelling communities by
imposing strict restrictions on the de-reservation and use of forest land, thereby promoting the preservation and
enhancement of the country’s forest resources.
Disaster Management Act, 2005
The Disaster Management Act provides for the effective management of disasters and related matters. It establishes a
legal and institutional framework for disaster prevention, mitigation, preparedness, response, recovery, and
rehabilitation at the national, state, and district levels. The Act creates bodies such as the National Disaster
Management Authority, State Disaster Management Authorities, and District Disaster Management Authorities,
assigning them specific roles and responsibilities. It empowers these authorities to formulate policies, plans, and
guidelines for disaster management, coordinate relief efforts, and ensure the allocation of resources. The Act also
331prescribes penalties for non-compliance and emphasizes the importance of community participation and capacity
building to minimize the impact of disasters and protect lives, property, and the environment.
Public Liability Insurance Act, 1991 (the “Public Liability Act”)
The Public Liability Act holds the owner or controller of hazardous substances accountable for any damages resulting
from accidents involving such substances. The Government of India has specified a list of 'hazardous substances'
covered by this law through a notification. Additionally, the owner or handler must procure an insurance policy to
cover liability under this legislation. Regulations established under the Public Liability Act require employers to
contribute an amount equal to the insurance premium paid to the Environment Relief Fund, which is then remitted to
the insurer.
Green Highways (Plantation, Transplantation, Beautification and Maintenance) Policy, 2015
In September 2015, the Ministry of Road Transport and Highways of India introduced the Green Highways
(Plantation, Transplantation, Beautification, and Maintenance) Policy, 2015. This policy mandates road developers to
allocate 1% of a project's total cost for planting trees and shrubs along national highways. Furthermore, the
maintenance of these plantations will be contracted out through a competitive bidding process to specialized plantation
agencies. The Ministry of Road Transport and Highways of India / NHAI will appoint the authorized agency for
empanelment of such plantation agencies.
Central Vigilance Commission Guidelines, 2021 (“CVC Guidelines”)
The Central Vigilance Commission issued updated guidelines in 2021. The guidelines emphasize preventive vigilance,
and for organizations to identify and mitigate corruption risks proactively. The key provisions the implementation of
robust internal controls, regular rotation of sensitive staff, and strict adherence to procurement procedures. The CVC
mandates timely and fair disposal of disciplinary cases, encourages the use of technology for monitoring and reporting,
and promotes whistleblower protection. The CVC Guidelines also lay down the importance of transparency in
decision-making, proper documentation, and the adoption of e-governance tools to minimize human intervention.
Public Procurement (Preference to Make in India) Order, 2017 (the “Make in India Order”)
Public Procurement (Preference to Make in India) Order, 2017 dated June 15, 2017 was issued by the Department for
Promotion of Industry and Internal Trade to promote the manufacture and production of goods and services in India,
he Make in India Order mandates that government departments, ministries, and public sector undertakings give
preference to goods, services, and works with significant local content in all public procurement. Suppliers are
classified as Class-I (more than 50% local content), Class-II (20–50%), and Non-local (less than 20%). Only Class-I
and Class-II suppliers are eligible to participate in most government tenders. The minimum local content requirement
is generally 50%, but nodal ministries can specify higher or lower thresholds for specific items. The Make in India
Order also sets a 20% purchase preference margin for local suppliers. The Make in India Order aims to enhance
employment, income, and self-reliance in India.
Labour law legislations
The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally applicable
labour laws, including the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Employees’ State
Insurance Act, 1948, the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, Payment of Gratuity
Act, 1972, the Payment of Bonus Act, 1965, Maternity Benefit Act, 1961, Child Labour (Prohibition and Regulation)
Act, 1986 and the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
In order to rationalize and reform labour laws in India, the Government has enacted the following codes:
• Code on Wages, 2019, which regulates, inter alia, the minimum wages payable to employees, the manner of
payment and calculation of wages and the payment of bonus to employees. It subsumes four existing laws,
namely the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965,
and the Equal Remuneration Act, 1976.
332• Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the conditions
of employment in industrial establishments and undertakings, and the investigation and settlement of
industrial disputes. It subsumes the Trade Unions Act, 1926, the Industrial Employment (Standing Orders)
Act, 1946 and the Industrial Disputes Act, 1947.
• Code on Social Security, 2020, which amends and consolidates laws relating to social security. It governs
the constitution and functioning of social security organisations such as the employees’ provident fund and
the ESIC, regulates the payment of gratuity, the provision of maternity benefits, and compensation in the
event of accidents to employees, among others. It subsumes various 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, and the Payment of Gratuity Act, 1972.
• Occupational Safety, Health and Working Conditions Code, 2020, amends and consolidates laws regarding
the occupational safety, health and working conditions of persons employed in an establishment. It subsumes
various legislations including the Factories Act, 1948, and the Contract Labour (Regulation and Abolition)
Act, 1970.
Certain portions of the Code on Wages, 2019, have come into force upon notification by the Ministry of Labour and
Employment. The remaining provisions of these codes shall become effective as and when notified by the Government
of India.
Building and other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996 (the
“Construction Workers Act”)
The Construction Workers Act establishes state-level 'Boards' to oversee the implementation of the Act, including the
regulation of employment, conditions of service, safety, health, and welfare measures for building and other
construction workers. All enterprises involved in construction are required to be registered within 60 days from the
commencement of the applicability of Construction Workers Act to them. The Construction Workers Act is applicable
to every establishment which employs or is employed during the preceding year, 10 or more workers in building or
other construction work, subject to certain exceptions.
The Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Central Rules,
1998, offer extensive health and safety provisions for construction workers. The Construction Workers Act mandates
the formation of safety committees in establishments employing 500 or more workers, with representation from both
workers and employers, and requires the appointment of qualified safety officers. Violations of safety regulations are
subject to penalties, including fines, imprisonment, or both.
The Electricity Act, 2003 (the “Electricity Act”)
The Electricity Act replaced the Indian Electricity Act, 1910, the Electricity (Supply) Act, 1948, and the Electricity
Regulatory Commissions Act, 1998. The new act consolidates laws related to electricity generation, transmission,
distribution, trading, and usage. Its objectives include safeguarding consumer interests, ensuring electricity supply to
all areas, and rationalizing tariff rates. Additionally, the act establishes a central electricity regulatory commission and
state electricity regulatory commissions. These bodies have the authority to define technical standards, safety
requirements, and grid norms for the construction, operation, and maintenance of electrical plants and power lines.
The Explosives Act, 1884 (the “Explosives Act”)
The Explosives Act regulates the manufacturing, use, possession, sale, transport, export and import of explosives,
defined under the Explosives Act as any substance, whether a single chemical compound or a mixture of substances,
whether solid or liquid or gaseous, used or manufactured with a view to produce a practical effect by explosion or
pyrotechnic effect. As per the Explosives Act, the Central Government may, for any part of India, make rules
consistent with the Explosives Act to regulate or prohibit, except under and in accordance with the conditions of a
license granted as provided by those rules, the manufacture, possession, use, sale, transport, import and export of
explosives, or any specified class of explosives. Penalty provisions including imprisonment, have been prescribed
333for manufacture, import or export, possession, usage, selling or transportation of explosives in contravention of the
rules made under the Explosives Act.
The Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979 (the
“ISMW Act”)
The Inter-State Migrant Workmen Act governs the employment of inter-state migrant workers and outlines their
service conditions and related matters. This act applies to all establishments and contractors that employ five or
more inter-state workmen. According to the ISMW Act, every principal employer of an establishment covered by
this act must obtain registration. Without such registration, employing inter-state migrant workmen is strictly
prohibited.
The Legal Metrology Act, 2009 (the “Legal Metrology Act”)
The Legal Metrology Act replaced both the Standards of Weights and Measures Act, 1976, and the Standards of
Weights and Measures (Enforcement) Act, 1985. The primary objective of the Legal Metrology Act is to establish
and enforce standards for weights and measures. It also regulates trade and commerce related to goods sold or
distributed by weight, measure, or number. Here are some key features of the Legal Metrology Act:
• Government-Approved Test Centers: The act mandates the appointment of government-approved test
centers responsible for verifying weights and measures.
• Appointment of Directors and Employees: The act allows for the appointment of directors and other
employees to exercise powers and fulfill duties related to inter-state trade and commerce under the Legal
Metrology Act.
Penalties for Non-Compliance: Non-compliance with the provisions of the Legal Metrology Act can result in
penalties, including monetary fines, seizure of goods, and even imprisonment in specific cases.
Mines and Minerals (Development and Regulation) Act, 1957 (“MMDR Act”)
The MMDR Act was enacted for the development and regulation of mines and minerals under the control of the union
of India. The MMDR Act stipulates that no person is permitted to undertake any reconnaissance, prospecting or mining
operations in any area unless such activity is undertaken in accordance with the terms and conditions of the
reconnaissance permit or a prospecting licence or an exploration license or a mining lease granted under the MMDR
Act. The MMDR Act also grants State Governments the power for inter alia make rules regulating: (i) the grant of
leases in relation to quarries, mining or other mineral concessions in respect of minor minerals (i.e., minerals identified
or notified as minor minerals in the MMDR Act); and (ii) the prevention of illegal mining, transportation and storage
of minerals and any purposes connected therewith.
Regulations in relation to Foreign Investment
Foreign investment in Indian securities is governed by the provisions of the Foreign Exchange Management Act, 1999,
as amended (“FEMA”) read with the applicable Foreign Exchange Management (Non-Debt Instruments) Rules, 2019
as amended (“FEM Rules”). FEMA replaced the erstwhile Foreign Exchange Regulation Act, 1973. Foreign
investment is permitted (except in the prohibited sectors) in Indian companies, either through the automatic route or
the government approval route, depending upon the sector in which foreign investment is sought to be made. The
DPIIT makes policy pronouncements on FDI through press notes and press releases which are notified by the RBI as
amendments to the FEM Rules. In case of any conflict, the FEM Rules prevail. Therefore, the regulatory framework,
over a period of time consists of acts, regulations, press notes, press releases, and clarifications among other
amendments. The DPIIT issued the FDI Policy which consolidates the policy framework on FDI issued by DPIIT, in
force on October 15, 2020 and reflects the FDI policy as on October 15, 2020. The FDI Policy consolidates and
subsumes all the press notes, press releases, and clarifications on FDI issued by DPIIT. As per the FDI Policy, 100%
FDI is permitted in our Company under the automatic route, subject to compliance with prescribed conditions. In this
Issue, foreign investment is limited to investments by FPIs and NRIs.
334Other applicable laws
In addition to the above, our Company is required to comply with Indian Contract Act, 1872, Companies Act, 2013,
Transfer of Property Act, 1882, Indian Stamp Act, 1899, the Arbitration and Conciliation Act, 1996 Prevention of
Corruption Act, 1988, to the extent applicable, Income Tax Act 1961, Income Tax Rules, 1962, as amended by the
Finance Act in respective years, the relevant goods and services tax legislations, Central Goods and Services Tax Act,
2017, relevant state’s Goods and Services Tax Act, 2017, Union Territory Goods and Services Tax Act, 2017,
Integrated Goods and Services Tax Act, 2017, Goods and Services (Compensation to States) Tax Act, 2017 and
various rules made thereunder, Customs Act, 1962, Customs Tariff Act, 1975, Insolvency and Bankruptcy Code, 2016,
and other applicable laws and regulations imposed by the central and state governments and other authorities for its
day-to- day operations.
335HISTORY AND CERTAIN CORPORATE MATTERS
Our Company was incorporated as “SKC Infra Projects Limited” a public limited company under the Companies Act,
2013, pursuant to the certificate of incorporation dated May 2, 2016 issued by the Deputy Registrar of Companies,
Central Registration Centre. Pursuant to the board resolution dated May 17, 2018, and the special resolution dated
May 18, 2018, the name of our Company was changed to “Dhariwal Buildtech Limited”, in order to get the new
business opportunities through its new name, and pursuant to which a fresh certificate of incorporation dated July 19,
2018 was issued by the Registrar of Companies, Delhi.
Changes in our Registered Office
Except as disclosed below, there has been no change in the registered office of our Company since the date of its
incorporation:
Date of change Details of Change Reason(s) for change
April 16, 2022 The registered office of our Company was changed from H No – 508, Operational and
Sector – 15A, Hisar – 125 001, Haryana, India to DSS 68, Sector – 15A, administrative efficacy
Hisar – 125 001, Haryana, India
December 6, 2023 The registered office of our Company was changed from DSS 68, Sector Operational and
– 15A, Hisar – 125 001, Haryana, India to 72P, Sector – 15AP, Hisar – administrative efficacy
125 001, Haryana, India
June 12, 2025 The registered office of our Company was changed from 72P, Sector – Administrative and
15 AP, Hisar – 125 001, Haryana, India to DSS 72P, Sector – 15 AP, operational convenience
Hisar – 125 001, Haryana, India
Main objects of our Company
The main objects contained in the Memorandum of Association are as mentioned below:
Clause Particulars
3(a) To carry on in India or elsewhere the business of construction work, Contractors, Civil Contractors, Sub-
Contractors, real estate as a Colonizers, land Development, sale purchase of land, Infrastructure Developers,
Infracon, Realtors, Builders, Job Worker, Repairer Fabricator, Erectors, Electrical and Electronics, Decorators,
Designers, Interior Designing, Advisers, Consultants, assessors, Valuers, Surveyors, Promoters, Suppliers
relating to buildings, Property Dealers, manufacturer, trader, importer, exporter and supply of construction,
infrastructure goods& items, equipments and all types of cemented tiles & other tiles and to manufacture,
purchase, Sell, Deal, Acquire, Take on lease or in exchange or in any other lawful manner any area, raw
material, Land including agricultural and buildings, Structures and to turn the same into account, Develop the
same and dispose of or maintain the same and to build townships, Markets, Multistoried flats or other buildings
or conveniences thereon and entering into contracts and agreements of all kinds with Builders, Tenants
Central/State Governments and others, and to Construct, Erect, Build, Repair, Remodel, Demolish, Develop,
Improve, Grades, Curve, Pave, macadamize, Cement and maintain building structure, House, Apartments,
Hospitals, School, Place of Worship, Flats, Roads, Highway Roads, Bridges, Railway, Paths, Streets, Sideways,
Courts, Pavements and to do other similar construction, Real State Development, Leveling or paving work and
allied work in India or abroad, And for these purposes to purchase, Take on lease or otherwise acquire and hold
any lands, sales, purchase of lands and prepare lay-out thereon or buildings of any tenure or description
wherever situate, Or rights or interests therein or connected therewith and to carry technical consultancy for
roads, buildings and contract works and along with all other related activities.
The main objects, as contained in our Memorandum of Association, enable our Company to carry on the businesses presently being
carried on and proposed to be carried on by our Company.
Amendments to our Memorandum of Association in the last 10 years
The following changes have been made to our Memorandum of Association in the last ten years preceding the date of this Draft
Red Herring Prospectus:
336Date of Shareholders’ Particulars
resolution
Clause I of our Memorandum of Association was amended to change the name from SKC Infra
May 18, 2018
Projects Limited to Dhariwal Buildtech Limited.
Clause V of our Memorandum of Association was amended to increase the authorised share capital
December 16, 2024 from ₹100,000,000 comprising of 10,000,000 Equity Shares of face value of ₹10 each to
₹1,750,000,000 comprising of 175,000,000 Equity Shares of face value of ₹10 each.
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:
Fiscals Particulars
2017 Incorporation of our Company as SKC Infra Projects Limited
2018 Commenced construction operations with the project awarded in the state of Bihar.
Awarded our first project in the state of Maharashtra for four-lanning of Chikhali - Tarsod package -
2019
IIA section of National Highway – 6.
Awarded the first prime contractor project in the name of the Company for Bye Pass /Periphery road
2020
at Tohana in Fatehabad District.
2021 Awarded the first “largest” prime contractor project in the state of Mizoram for upgradation to two
lane with paved shoulders of the Kwalkuth - Champhai road (International Corridor) of NH-6.
2022 Awarded the construction of six lane flyovers at Boragaon, Gorchuk, Lokhra and Basistha Junction
along with six-laning of approaches on Guwahati Bypass, which was its second largest project as a
“prime contractor” in the state of Assam. The project was completed by March 20, 2024 before the
scheduled completion date resulting in receipt of a bonus amount by our Company. This resulted in
increase of our Company’s bidding technical capacity.
2023 Awarded our first project in the railways sector as a “lead member of a joint venture”.
2023 Awarded our first project in the state of Meghalaya for construction of Major Bridge on Shillong
Bypass connecting National Highway-40 and National Highway-44. The project was completed on
May 24, 2023 before the scheduled completion date and the Company received a bonus amount for
the same.
2023 Awarded our first project in Ladakh for mirror bridge and tunnels, with Boarder Roads Organisation,
Ministry of Defence.
2023 Completion of project before scheduled date in relation to construction of long-term measure of three
black spots location at Sundari, Kishanbazar and Manikpur in the state of Assam on March 18, 2024
. This resulted in increase of the Company’s bidding technical capacity.
2023 Awarded with two hybrid-annuity model based projects in the state of Bihar for a total value of ₹
9,446.20 million for which our Material Subsidiaries, namely Mahishi Bakaur Highways Private
Limited and Chorma Bairgania Highways Private Limited, were incorporated.
2024 Awarded construction works in the states of Rajasthan and Himachal Pradesh.
Awarded EPC project for correction of 17 blacspots/accidental spots under the annual safety road
2025
plan in Kerala,
Awarded the Shinkula tunnel project which will be a high altitude highway tunnel in the world after
2025 completion. Project taken up with Boarder Roads Organization as a lead member of joint venture with
95% share for which it has set up the jointly-controlled operation, M/s Dhariwal Evarscom (JV)
2025 Completion of a standalone work in Assam for construction of six lane standalone flyovers at Raha
Demow Borghat Kathiatali junctions and ROB at Jagiroad and the Company became eligible for
“Bridges & ROBs”
2025 Awarded three hybrid annuity model projects in Uttar Pradesh (Chandannagar-Bareilly) (of contract
value ₹ 6,952.10 million), Bihar (Kishanganj-Bahadurganj) (of contract value ₹ 6,580.00 million) and
in Karnataka (of contract value ₹ 2,930.00 million)
2026 Awarded EPC project for construction of additional major bridge with 4-lane configuration over
rivers Kangshabati and Shilabati in the district of Paschim Medinipur of West Bengal under annual
plan of contract value ₹ 1,580 million,
2026 Awarded an EPC project for securing right of way for construction of four-lane greenfield expressway
for connection of Amritsar with Delhi-Amritsar-Katra expressway in the state of Punjab
Key awards, accreditations or recognitions
Our Company has not received any awards, accreditations or recognitions as on date of this Draft Red Herring Prospectus.
337Our holding company
As on the date of this Draft Red Herring Prospectus, our Company does not have a holding company.
Time or cost overrun in setting up projects by our Company
Our Company has not experienced any time or cost overrun in setting up any projects as on the date of this Draft Red Herring
Prospectus.
Defaults or rescheduling/restructuring of borrowings with financial institutions/banks
There have been no defaults or rescheduling/restructuring of borrowings with financial institutions/ banks in respect of our
Company’s borrowings.
Launch of key products or services, entry into new geographies or exit from existing markets, capacity/facility creation or
location of plants
For the details of key services launched by our Company, entry into new geographies or exit from existing markets, capacity/facility
creation, location of our facility, see “Our Business” and “- Major events and milestones of our Company” on pages 279 and 337,
respectively.
Significant financial and strategic partners
Our Company does not have any significant financial or strategic partners as on the date of this Draft Red Herring Prospectus.
Details regarding material acquisitions or divestments of business/undertakings, slump sales, mergers, amalgamation, any
revaluation of assets, etc. in the last ten 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.
As of the date of this Draft Red Herring Prospectus our Company has not undertaken or does not have any proposed arrangements
pursuant to which it would undertake any material acquisitions or divestments of business/undertakings, slump sales, mergers,
amalgamation, any revaluation of assets.
Summary of key agreements and shareholders’ agreements
Our Company does not have any subsisting shareholders’ agreements.
There are no other arrangements or agreements, deeds of assignment, acquisition agreements, shareholders’ agreements, inter-se
agreements, any agreements between our Company and Shareholders, or agreements of like nature or agreements comprising any
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.
Agreements with Key Managerial Personnel or members of Senior Management, Directors, Promoter or any other
employee
There are no agreements entered into by a Key Managerial Personnel or member of Senior Management, Director, 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.
Except as entered in the normal course of business, there are no agreements entered into by the Shareholders, Promoter, members
of the Promoter Group, Directors, Key Managerial Personnel, Senior Management, employees of our Company or of the
Subsidiaries , among themselves or with our Company or with a third party, solely or jointly, which, either directly or indirectly or
potentially or whose purpose and effect is to, impact the management or control of our Company or impose any restriction or create
any liability upon our Company, including disclosure of any rescission, amendment or alteration of such agreements thereto,
whether or not our Company is a party to such agreements.
Key terms of other subsisting material agreements
338Except as disclosed in this Draft Red Herring Prospectus, our Company has not entered into any other subsisting material agreement
including with any strategic partners, joint venture partners, and/or financial partners, other than in the ordinary course of business.
Except as disclosed in this Draft Red Herring Prospectus, there are no agreements or arrangements entered into by our Company
pertaining to the primary or secondary transactions of securities of the Company or financial arrangements relating to the Company.
Additionally, this Draft Red Herring Prospectus includes all the material covenants of the agreements or arrangements disclosed
hereunder.
Details of guarantees given to third parties by promoters offering Equity Shares in the Issue
Considering that this Issue consists of an Issue of Equity Shares only, our Promoters are not selling any Equity Shares in the Issue.
Our subsidiaries, associates and joint ventures
For details with respect to our Subsidiaries and Joint Operations, see “Our Subsidiaries and Joint Operations” on page 340.
Further, as on the date of this Draft Red Herring Prospectus, our Company does not have any associates or joint ventures.
339OUR SUBSIDIARIES AND JOINT OPERATIONS
Our Subsidiaries and Joint Operations
As on the date of this Draft Red Herring Prospectus, our Company has six Subsidiaries and three Joint Operations, the
details of which are below:
Directly held Subsidiaries
Indian Subsidiaries
i. Mahishi Bakaur Highways Private Limited;
ii. Chorma Bairgania Highway Private Limited;
iii. Chandan Nagar Bareilly Highways Private Limited (previously known as Bakaur Parsarma Highways
Private Limited);
iv. Bengaluru Mysuru Highways Private Limited;
v. Dhariwal Bahadurganj Highways Private Limited; and
vi. Dhariwal Chandan Nagar Highways Private Limited.
Foreign Subsidiary
Nil
Set out below are the details of our Subsidiaries:
Directly held Subsidiaries
Indian Subsidiaries
1. Mahishi Bakaur Highways Private Limited; (“MBHPL”)
Corporate Information
MBHPL was incorporated as ‘Mahishi Bakaur Highways Private Limited’ under the Companies Act, 2013 as a
private limited company pursuant to certificate of incorporation dated March 10, 2023 issued by the Central
Registration Centre. Its CIN is U42101HR2023PTC109770. Its registered office is situated at DSS-68, Sector
15A, Hisar – 125 001, Haryana, India.
Nature of Business
MBHPL is incorporated to undertake development and operation of rehabilitation, upgradation and construction
of two lane with paved shoulder of selected road stretches from Bakaur to Parsarma section-I (Design km. 13.300
to km 18.875) NH-527A, Parsarma to Bariyahi section-II (Design Km 0.000 to km 24.068), NH-327E, Bangaon
Bypass section-III (Design km 0.000 to 3.820) and Mahishi spur road Section IV (Design km 0.000 to km 5.720)
under BRT scheme Bharatmala Pariyojna Phase-1 in the state of Bihar on Hybrid Annuity Mode (“HAM”).
Capital Structure
The authorised share capital of MBHPL is ₹ 380,000,000 divided into 38,000,000 equity shares of ₹ 10 each, and
its issued, subscribed and paid-up equity share capital is ₹378,800,000 divided into 37,880,000 equity shares of
₹ 10 each.
Shareholding
The shareholding pattern of MBHPL as on the date of this Draft Red Herring Prospectus is as follows:
340S. Number of equity shares held of Percentage of the total
Name of the shareholder
No. face value of ₹ 10 shareholding (%)
1. Our Company 37,842,100 99.90
2. Chet Ram Dhariwal (acting as the nominee 37,900 0.10
on behalf of our Company)
Total 37,880,000 100.00
2. Chorma Bairgania Highway Private Limited (“CBHPL”)
Corporate Information
CBHPL was incorporated as ‘Chorma Bairgania Highway Private Limited’ under the Companies Act, 2013 as a
private limited company pursuant to certificate of incorporation dated March 28, 2023 issued by the Central
Registration Centre. Its CIN is U42101HR2023PTC110285. Its registered office is situated at DSS-68, Sector
15A, Hisar – 125 001, Haryana, India.
Nature of Business
CBHPL is incorporated to undertake construction and maintenance of motorways, streets, roads, other vehicular
and pedestrian ways, highways, bridges, tunnels and subways, rehabilitation and upgradation of Chorma-
Bairgania section National Highway no.227F to 2 lane with paved shoulders from design Ch.0+000 to Ch. 34+566
in the state of Bihar through HAM basis.
Capital Structure
The authorised share capital of CBHPL is ₹ 280,000,000 divided into 28,000,000 equity shares of ₹ 10 each, and
its issued, subscribed and paid-up equity share capital is ₹ 278,200,000 divided into 27,820,000 equity shares of
₹ 10 each.
Shareholding
The shareholding pattern of CBHPL as on the date of this Draft Red Herring Prospectus is as follows:
S. Number of equity shares held of Percentage of the total
Name of the shareholder
No. face value of ₹ 10 shareholding (%)
1. Our Company 27,792,180 99.90
2. Chet Ram Dhariwal (acting as the nominee 27,820 0.10
on behalf of our Company)
Total 27,820,000 100.00
3. Chandan Nagar Bareilly Highways Private Limited (formerly Bakaur Parsarma Highways Private Limited)
(“CNBHPL”)
Corporate Information
CNBHPL was incorporated as ‘Bakaur Parsarma Highways Private Limited’ under the Companies Act, 2013 as
a private limited company pursuant to certificate of incorporation dated March 22, 2023 issued by the Central
Processing Centre. Further, the name ‘Bakaur Parsarma Highways Private Limited’ was changed to ‘Chandan
Nagar Bareilly Highways Private Limited’ pursuant to certificate of incorporation dated February 13, 2025.Its
CIN is U45203HR2023PTC110496. Its registered office is situated at DSS-68, Sector 15A, Hisar – 125 001,
Haryana, India.
Nature of Business
CNBHPL is engaged in the business of development, maintenance and management of Four Laning of NH 530B
from Chandan Nagar (Existing Km.96.200 of NH 530B/Design Km.179.500) to Bareilly Bypass (End) (Existing
341Km. 267.000 of NH 30/Design Km. 227.680) including Trumpet Interchange at end connecting NH 30 in the
State of Uttar Pradesh on HAM.
Capital Structure
The authorised share capital of CNBHPL is ₹ 100,000,000 divided into 10,000,000 equity shares of ₹ 10 each,
and its issued, subscribed and paid-up equity share capital is ₹ 1,000,000 divided into 100,000 equity shares of ₹
10 each.
Shareholding
The shareholding pattern of CNBHPL as on the date of this Draft Red Herring Prospectus is as follows:
S. Number of equity shares held of Percentage of the total
Name of the shareholder
No. face value of ₹ 10 shareholding (%)
1. Our Company 99,800 99.80
2. Chet Ram Dhariwal (acting as the nominee 200 0.20
on behalf of our Company)
Total 100,000 100.00
4. Bengaluru Mysuru Highways Private Limited (“BMHPL”)
Corporate Information
BMHPL was incorporated as ‘Bengaluru Mysuru Highways Private Limited’ under the Companies Act, 2013 as
a private limited company pursuant to certificate of incorporation dated February 27, 2025 issued by the Central
Registration Centre. Its CIN is U42101HR2025PTC129022. Its registered office is situated at DSS-68, Sector
15A, Hisar – 125 001, Haryana, India.
Nature of Business
BMHPL is incorporated to do additional works to ensure road safety for 6-lane Bengaluru- Mysuru access
controlled section of NH-275 in Karnataka on hybrid annuity mode (HAM) under NH (O).
Capital Structure
The authorised share capital of BMHPL is ₹ 1,500,000 divided into 150,000 equity shares of ₹ 10 each, and its
issued, subscribed and paid-up equity share capital is ₹ 100,000 divided into 10,000 equity shares of ₹ 10 each.
Shareholding
The shareholding pattern of BMPHL as on the date of this Draft Red Herring Prospectus is as follows:
S. Number of equity shares held of Percentage of the total
Name of the shareholder
No. face value of ₹ 10 shareholding (%)
1. Our Company 9,999 99.99
2. Chet Ram Dhariwal (acting as the nominee 1 0.01
on behalf of our Company)
Total 10,000 100.00
5. Dhariwal Bahadurganj Highways Private Limited (“DBHPL”)
Corporate Information
DBHPL was incorporated as ‘Dhariwal Bahadurganj Highways Private Limited’ under the Companies Act, 2013
as a private limited company pursuant to certificate of incorporation dated April 10, 2025 issued by the Central
342Registration Centre. Its CIN is U42101HR2025PTC130577. Its registered office is situated at DSS-68, Sector
15A, Hisar – 125 001, Haryana, India.
Nature of Business
DBHPL is incorporated for the construction of four laning of Kishanganj-Bahadurganj Section as a spur
connectivity between NH-27 (New)/ NH-31 (Old) and NH-327E starting near village Uttar Rampur (0+000) and
Terminating at NH-327E, Near Village Satal Istamarar, Bahadurganj (23+649) in the state of Bihar on HAM (2nd
call).
Capital Structure
The authorised share capital of DBHPL is ₹ 1,500,000 divided into 150,000 equity shares of ₹ 10 each, and its
issued, subscribed and paid-up equity share capital is ₹ 100,000 divided into 10,000 equity shares of ₹ 10 each.
Shareholding
The shareholding pattern of DBHPL as on the date of this Draft Red Herring Prospectus is as follows:
S. Number of equity shares held of Percentage of the total
Name of the shareholder
No. face value of ₹ 10 shareholding (%)
1. Our Company 9,999 99.99
2. Chet Ram Dhariwal (acting as the nominee 1 0.01
on behalf of our Company)
Total 10,000 100.00
6. Dhariwal Chandan Nagar Highways Private Limited (“DCNHPL”)
Corporate Information
DCNHPL was incorporated as ‘Dhariwal Chandan Nagar Highways Private Limited’ under the Companies Act,
2013 as a private limited company pursuant to certificate of incorporation dated May 1, 2025 issued by the Central
Registration Centre. Its CIN is U42101HR2025PTC131507. Its registered office is situated at DSS-68, Sector
15A, Hisar – 125 001, Haryana, India.
Nature of Business
DCNHPL is incorporated to to carry on the business of development, maintenance and management of “Four
Lane Highway from Chandan Nagar (Existing Km 96.200 of NH 530B/Design Km. 179.500) to Bareilly Bypass
(Start) (Existing Km. 59.025 of NH 530B/ Design Km. 218.000) section of NH 530B, in the State of Uttar Pradesh
on Hybrid Annuity Mode under NH(O) scheme.
Capital Structure
The authorised share capital of DCNHPL is ₹ 1,500,000 divided into 150,000 equity shares of ₹ 10 each, and its
issued, subscribed and paid-up equity share capital is ₹ 100,000 divided into 10,000 equity shares of ₹ 10 each.
Shareholding
The shareholding pattern of DCNHPL as on the date of this Draft Red Herring Prospectus is as follows:
S. Number of equity shares held of Percentage of the total
Name of the shareholder
No. face value of ₹ 10 shareholding (%)
1. Our Company 9,999 99.99
2. Chet Ram Dhariwal (acting as the nominee 1 0.01
on behalf of our Company)
Total 10,000 100.00
343Accumulated profits or losses
As on the date of this Draft Red Herring Prospectus, there are no accumulated profits or losses of our Subsidiaries,
which are not accounted for by our Company.
None of our Subsidiaries are listed on any stock exchange in India or abroad. Further, none of our Subsidiaries have
been refused listing in the last ten years by any stock exchange in India or abroad, and none of our Subsidiaries failed
to meet the listing requirements of any stock exchange in India or abroad.
Joint Operations
Our Company, from time to time, enters into certain joint venture agreements for the purposes of bidding and
execution of projects. These are business joint operations and not incorporated companies. As a result, no capital
contribution has been made for execution of the projects and the obligations of the respective works are accounted
individually by the members of the joint operation. Except as set out below, our Company does not have any joint
operations that have been awarded projects, as on the date of this DRHP:
Sr. Name of the Name of the Name of the project/ purpose Company’s Date of the
No. Joint partner(s) of the share in the joint
Operations Joint Operations Joint venture
Operations agreement
1. Dhariwal- Our Company and Bids invited by Ministry of Railways, East 51% December
Bholeshankar M/s Bholeshanker Central Railway Construction Organisation 15, 2022
(JV) Erection and for construction of foundation and
Construction Private substructure of major bridges 322 (5x30.5m
Limited OWG), 352 (2x30.5M OWG) and 356
(1x30.5m OWG) for double track on double D
well foundation, sheet piling at major bridges
of NKE-VKNR section and its allied works
inconnection with doubling of Narkatiaganj -
Valmikinagar road section.
2. Dhariwal Our Company and Bids invited by Border Road Organisation 95% July 3,
Evarscon (JV) M/s OJSC EURO- under Ministry of Defence for rehabilitation 2024
ASIAN Construction and augmentation of design and construction
Corporation of uni-directional two lane twin tunnels at
(EVARSCON) Shinkun La pass of length 4.1 km (approx.)
including civil and electrical/ mechanical
work along with approaches connecting
Darcha-Padam highway to NHDL
specification in Himachal Pradesh and the
U.T. of Ladakh on EPC mode project.
3. Dhariwal JK Our Company and Bids invited by Ministry of Railways for 51% January 5,
(JV) M/s J.K. Engicon construction of 08 major bridges at Br. 486, 2024
Private Limited 487, 491, 494, 495, 497, 498 and 503 between
Kailhat-Mirzapur section in connection with
Pt. Deen Dayal Upadhyay-Prayagraj 3rd line
project in Prayagraj division of North Central
Railway.
Common Pursuits
Our Subsidiaries and Joint Operations are engaged in the same line of business as that of our Company and
accordingly, there are certain common pursuits amongst our Subsidiaries and our Company. However, there is no
conflict of interest amongst such Subsidiaries, Joint Operations and our Company. Our Company will adopt necessary
procedures and practices as permitted by law and regulatory guidelines to address any conflict situations as and when
they arise.
Business Interest in our Company
344Except as provided in “Our Business” beginning on page 279, none of our Subsidiaries and Joint Operations have any
business interest in our Company.
For details of related business transactions between our Company, our Subsidiaries and our Joint Operations, see
“Issue Document Summary – Summary of Related Party Transactions” on page 23.
Other Confirmations
There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are
crucial for operations of the Company) and the Subsidiaries and their directors.
There is no conflict of interest between the lessors of the immovable properties (crucial for the operations of the
Company) and the Subsidiaries and their directors.
345OUR MANAGEMENT
Board of Directors
The Articles of Association require that our Board shall comprise not less than three directors and more than 15
Directors, provided that our Shareholders may appoint more than 15 Directors after passing a special resolution in a
general meeting. As on the date of filing this Draft Red Herring Prospectus, we have six Directors on our Board,
comprising, three Executive Director and three Independent Director (including one woman Independent Director).
Our Company is in compliance with the corporate governance norms prescribed under the SEBI Listing Regulations
and the Companies Act, in relation to the composition of our Board and constitution of committees thereof.
The following table sets forth the details of our Board as on the date of this Draft Red Herring Prospectus:
Name, designation, date of birth, address, Age Other directorships
occupation, current term, period of directorship and (years)
DIN
Chet Ram Dhariwal 60 Indian Companies:
Designation: Chairman and Managing Director Public limited companies
Date of birth: March 14, 1965 Nil
Address: House No. 508, Near Blooming Dales School, Private limited company
Sector 15-A, Hisar - 125 001, Haryana, India.
1. Dhariwal Chandan Nagar Highways Private
Occupation: Business Limited;
2. Mahishi Bakaur Highways Private Limited;
Current term: For a period of five years with effect from 3. Chorma Bairgania Highways Private
April 30, 2022 Limited; and
4. Chandan Nagar Bareilly Highways Private
Period of directorship: Director since May 2, 2016 Limited
DIN: 03135648 Foreign Companies:
Nil
Deepak Dhariwal 35 Indian Companies:
Designation: Whole-time Director and Head – Procurement Public limited companies
Date of birth: May 3, 1990 Nil
Address: House No. 508, Near Blooming Dales School, Private limited companies
Sector 15-A, Hisar - 125 001, Haryana, India.
1. Dhariwal Bahadurganj Highways Private
Occupation: Service limited
Current term: For a period of five years with effect from Foreign Companies:
April 30, 2022, liable to retire by rotation
Nil
Period of directorship: Director since March 27, 2018
DIN: 08093856
Mohinder Singh Dhariwal 64 Indian Companies:
Designation: Whole-time Director and Head – Public limited companies
Administration and Information Technology
Nil
Date of birth: May 15, 1961
Private limited companies
346Name, designation, date of birth, address, Age Other directorships
occupation, current term, period of directorship and (years)
DIN
Address: #87, Defence Colony, Hisar - 125 001, Haryana,
India. 1. Chandan Nagar Bareilly Highways Private
Limited;
Occupation: Business 2. Chorma Bairgania Highways Private
Limited;
Current term: For a period of five years with effect from 3. Mahishi Bakaur Highways Private Limited;
April 30, 2022, liable to retire by rotation 4. Bengaluru Mysuru Highways Private
Limited;
Period of directorship: Director since July 17, 2021 5. Dhariwal Bahadurganj Highways Private
limited; and
DIN: 09244227 6. Dhariwal Chandan Nagar Highways Private
Limited
Foreign Companies:
Nil
Kamlesh Sekhon 63 Indian Companies:
Designation: Independent Director Public limited companies
Date of birth: May 3, 1962 Nil
Address: House no., B19/486, Dhak Bazar, Near Shahi Private limited companies
Smadhan, Patiala - 147 001, Punjab, India.
Nil
Occupation: Professional
Foreign Companies:
Current term: For a period of five years with effect from
February 1, 2025 Nil
Period of directorship: Director since February 1, 2025
DIN: 10904525
Ajay Sharma 63 Indian Companies:
Designation: Independent Director Public limited companies
Date of birth: August 12, 1962 Nil
Address: House no. 1238, Second Floor, Chandigarh Private limited companies
Housing Board Flats, Sector 43 B, Near Sports Complex,
Chandigarh – 160 022, India. Nil
Occupation: Professional Foreign Companies:
Current term: For a period of five years with effect from Nil
February 1, 2025
Period of directorship: Director since February 1, 2025
DIN: 10904510
Madan Kishore Sharma 70 Indian Companies:
Designation: Independent Director Public limited companies
Date of birth: May 1, 1955 Nil
347Name, designation, date of birth, address, Age Other directorships
occupation, current term, period of directorship and (years)
DIN
Address: House no. 609, sector 15 A, Hisar – 125 001, Private limited companies
Haryana, India
Occupation: Professional 1. Mahishi Bakaur Highways Private Limited
Current term: For a period of five years with effect from Foreign Companies:
February 1, 2025
Nil
Period of directorship: Director since February 1, 2025
DIN: 10926820
Brief profiles of our Directors:
Chet Ram Dhariwal is the Chairman and Managing Director of our Company. He has completed his matriculation
from Jaat Ucchh Vidhyalaya, Hisar. He has passed the trade test in the trade of Draughtsman civil from Sanjay Gandhi
Memorial Technical Education Institute, Bhiwani. He has over 39 years of experience in the engineering sector. He is
responsible for overall management in our Company. He has been associated with our Company since May 2, 2016.
Prior to joining our Company, he was previously associated with Panchayati Raj Engineering, Government of Haryana
as a draftsman and Sahdev Kumar Contractors, as a partner. He was previously awarded appreciation for timely
completion of work in ‘Mohammadpur-Chhapra road’ by the Bihar State Road Development Corporation Limited,
Patna for construction of 2 lane road. Further, he received appreciation for his valuable contribution towards
construction of 4 lanning of Ujjain Dewas NH-752 D in state of Madhya Pradesh on HAM mode.
Deepak Dhariwal is the Whole-time Director on the Board of our Company. He also serves as the Head of
Procurement of our Company since June 19, 2025 wherein he is responsible for procurement strategy and planning,
vendor management and quality assurance. He holds a bachelor’s degree in technology (civil engineering) from
Maharishi Markandeshwar University, Ambala. He has over 11 years of experience in the construction sector. He is
responsible for management and operations in our Company. He has been associated with our Company since March
27, 2018. Prior to joining our Company, he was previously associated as Sub-Inspector (Pioneer) with Sashastra Seema
Bal, Ministry of Home Affairs, Government of India and Sahdev Kumar Contractor. He was awarded by the Hon’ble
Chief Minister of Bihar for his outstanding performance in Atal Path (R-Block-Digha Road project).
Mohinder Singh Dhariwal is the Whole-time Director on the Board of our Company. He also serves as Head –
Administration and Information Technology of our Company since June 19, 2025 wherein he is responsible for
strategic planning and policy implementation along with innovation and digital transformation. He holds a bachelor’s
degree and masters’ degree in science (agriculture) from the Haryana Agricultural University, Hisar. He has completed
CAIIB, JAIIB, customer service and banking codes and standards, IT security and Anti-money laundering and know
your customer exam from the Indian Institute of Banking and Finance, Mumbai, certification programme on
compliance from State Bank Institute of Credit Risk Management and Licentiate exam from Insurance Institute of
India and Licentiate exam from Chandigarh Insurance Institute. He holds a certificate in training programme on
financial intelligence for directors from Indian Institute of Corporate Affairs. He has over 40 years of experience in
the banking and finance sector. He is responsible for management and operations in our Company. He has been
associated with our Company since July 17, 2021. Prior to joining our Company, he retired as Chief Manager with the
State Bank of India.
Kamlesh Sekhon is the Independent Director on the Board of our Company. She holds a bachelor’s degree in science
from Panjab University and master’s degree in business administration from Himachal Pradesh University. She has
completed a course in fundamentals of electronic data processing and programming in cobol language from Regional
Computer Centre, Chandigarh. She is an associate of the Indian Institute of Bankers. She has over 37 years of
experience in the banking sector. Prior to joining our Company, he retired as Deputy General Manager with the State
Bank of India.
Ajay Sharma is the Independent Director on the Board of our Company. He holds a bachelor’s degree in science
348(agriculture) from Himachal Pradesh Krishi Vishva Vidhyalaya, Palampur. He is an associate of the Indian Institute of
Bankers. He has over 35 years of experience in the banking sector. Prior to joining our Company, he retired as Deputy
General Manager with the State Bank of India.
Madan Kishore Sharma is the Independent Director on the Board of our Company. He holds a bachelor’s degree in
science (honours) agriculture and animal husbandry from Govind Ballabh Pant University of Agriculture &
Technology. He has over 34 years of experience in the banking sector. Prior to joining our Company, he retired as
Chief Manager with the State Bank of India.
Details of directorship in suspended or delisted companies
None of our Directors are or were directors 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 are, or were, 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.
Relationships amongst our Directors, Key Managerial Personnel or Senior Management
Except for Chet Ram Dhariwal, our Chairman and Managing Director, Deepak Dhariwal, our Whole-time Director
and Head – Procurement, Mohinder Singh Dhariwal, our Whole-time Director and Head – Administration and
Information Technology, Aditya Dhariwal, our Chief Executive Officer, none of our Directors are related to each other,
nor are any of our Directors related to any of our Key Managerial Personnel or Senior Management.
Arrangement or understanding with major Shareholders, customers, suppliers or others
None of our Directors have been appointed on our Board pursuant to any arrangement or understanding with our major
shareholders, customers, suppliers or others.
Service contracts with Directors
Our Company has not entered into any service contracts with our Directors which provide for benefits upon the
termination of their employment.
Borrowing Powers
In accordance with our Articles of Association and the applicable provisions of the Companies Act, and pursuant to a
special resolution of our Shareholders on May 3, 2024, our Board is authorised to borrow any sum or sums of monies,
from any bank, financial institution, body corporate or other person, in India or outside India, from time to time,
notwithstanding that the monies to be borrowed together with the monies already borrowed by the Company exceed
the aggregate of the paid-up share capital, free reserves and securities premium, provided that the total amount which
may be so borrowed by the board at any time shall not exceed ₹ 20,000 million.
Terms of appointment of our Directors
a) Terms of employment of our Executive Directors
i) Chet Ram Dhariwal, Chairman and Managing Director
Chet Ram Dhariwal has recently been appointed as the Chairman and Managing Director of our Company
pursuant to the resolution passed by our Board and by our Shareholders, on April 30, 2022 and May 3, 2022,
respectively, for a period of five years with effect from April 30, 2022. The details of his remuneration
(effective from July 1, 2025) and other terms of employment in accordance with the (i) resolutions passed by
our Board on June 19, 2025 and by Shareholders on June 28, 2025; and (ii) employment agreement entered
by Chet Ram Dhariwal with our Company dated April 30, 2022, as amended, on June 28, 2025 are
349enumerated below:
Fixed remuneration ₹ 8.00 million per month
Other benefits and payments Perquisites and allowances such as car with driver, telephone, mobile,
internet, other communication facilities, security services, club
membership, hospitalization and major medical expenses, retirement
benefits in the form of contribution to provident fund and gratuity fund,
leave and leave encashment; and reimbursement of all expenses on actual
basis incurred by performing his duties and responsibilities for and on
behalf of the Company.
ii) Deepak Dhariwal, Whole-time Director and Head – Procurement
Deepak Dhariwal has been appointed as the Whole-time Director on the Board of our Company pursuant to
the resolution passed by our Board and by our Shareholders, on April 30, 2022 and May 3, 2022, respectively,
for a period of five years with effect from April 30, 2022. The details of his remuneration (effective from July
1, 2025) and other terms of employment in accordance with the (i) resolutions passed by our Board on June
19, 2025 and by Shareholders on June 28, 2025; and (ii) employment agreement entered by Deepak Dhariwal
with our Company dated April 30, 2022, as amended, on June 28, 2025 are enumerated below:
Fixed remuneration ₹ 5.00 million per month
Variable remuneration Up to ₹ 24.00 million per financial year
Other benefits and payments Perquisites and allowances such as car with driver, telephone, mobile,
internet, other communication facilities, security services, club
membership, hospitalization and major medical expenses, retirement
benefits in the form of contribution to provident fund and gratuity fund,
leave and leave encashment; and reimbursement of all expenses on actual
basis incurred by performing his duties and responsibilities for and on behalf
of the Company.
iii) Mohinder Singh Dhariwal, Whole-time Director and Head – Administration and Information
Technology
Mohinder Singh Dhariwal has been appointed as the Whole-time Director on the Board of our Company
pursuant to the resolution passed by our Board and by our Shareholders, on April 30, 2022 and May 3, 2022
for a period of 5 years with effect from April 30, 2022. The details of his remuneration (effective from July
1, 2025) and other terms of employment in accordance with the (i) resolutions passed by our Board on June
19, 2025 and by Shareholders on June 28, 2025; and (ii) employment agreement entered by Mohinder Singh
Dhariwal with our Company dated April 30, 2022, as amended, on June 28, 2025 are enumerated below:
Basic pay Aggregate value not exceeding ₹ 0.20 million per month
Other benefits and payments Perquisites and allowances such as car with driver, telephone, mobile,
internet, other communication facilities, security services, club
membership, hospitalization and major medical expenses, retirement
benefits in the form of contribution to provident fund and gratuity fund,
leave and leave encashment; and reimbursement of all expenses on actual
basis incurred by performing his duties and responsibilities for and on behalf
of the Company.
b) Sitting fees and remuneration to Independent Directors
Pursuant to a resolution of our Board dated January 30, 2025, our Independent Directors are entitled to a
remuneration by way of commission which shall not exceed 1% of the net profit of the Company. None of
our Independent Directors are entitled for any sitting fees for attending meetings of our Board and the
Committees. However, all Independent Directors are entitled for reimbursement of expenses for attending
meetings of our Board and the Committees.
350Additionally, Kamlesh Sekhon, Ajay Sharma and Madan Kishore Sharma are entitled to receive remuneration
by way of commission of ₹ 0.20 million, ₹ 0.20 million and ₹ 0.10 million on yearly basis, respectively, with
effect from February 1, 2025, February 1, 2025 and April 1, 2025, respectively.
Payments or benefits to our Directors
a) Executive Directors
The table below sets forth the details of the remuneration (including salaries and perquisites) paid to our
Executive Directors for Fiscal 2025:
Sr. Remuneration for Fiscal
Name of the Executive Director
No. 2025 (in ₹ million)
1. Chet Ram Dhariwal 96.00
2. Deepak Dhariwal 84.00
3. Mohinder Singh Dhariwal 0.90
b) Independent Directors
The table below sets forth the details of the remuneration (including sitting fees and commission, to the
extent applicable) paid to our Independent Directors for Fiscal 2025:
Sr. Remuneration for Fiscal
Name of the Director
No. 2025 (in ₹ million)
1. Kamlesh Sekhon(1) 0.03
2. Ajay Sharma(2) 0.03
3. Madan Kishore Sharma(3) Nil
Notes:
(1) Kamlesh Sekhon was appointed as an Independent Director with effect from February 1, 2025.
(2) Ajay Sharma was appointed as an Independent Director with effect from February 1, 2025.
(3) Madan Kishore Sharma was appointed with effect from February 1, 2025.
Contingent and deferred compensation payable to the 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.
Remuneration paid or payable to the Directors by subsidiaries or associate company
None of our Directors have received or are or were entitled to receive any remuneration, sitting fees or commission
(including salaries, perquisites, professional fee, consultancy fee, if any) from our Subsidiaries in Fiscal 2025. As on
the date of this Draft Red Herring Prospectus, our Company does not have any associates.
Bonus or profit-sharing plan for our Directors
Except for Deepak Dhariwal, our Whole-time Director and Head – Procurement, who is entitled to receive variable
remuneration, our Company does not have any performance linked bonus or a profit-sharing plan in which our
Directors have participated. For more details, please see “- Terms of appointment of our Directors - Terms of
employment of our Executive Directors - Deepak Dhariwal, Whole-time Director and Head – Procurement” on page
350.
Shareholding of Directors in our Company
Our Articles of Association do not require our Directors to hold qualification shares.
The table below sets forth details of Equity Shares held by the Directors as on date of this Draft Red Herring
Prospectus:
351Percentage of the pre-
Percentage of the post-Issue
Name Number of Equity Shares Issue paid up share
paid up share capital (%)*
capital (%)
Chet Ram Dhariwal 25,188,120 26.48 [●]
Deepak Dhariwal 9,095,760 9.56 [●]
* To be updated at the Prospectus Stage.
Shareholding of our Directors in Subsidiaries
Except as disclosed below, none of our directors hold any shareholding in subsidiaries as on the date of this Draft Red
Herring Prospectus:
Chet Ram Dhariwal, our Chairman and Managing Director, holds shares in our Subsidiaries, namely, (i) Mahishi
Bakaur Highways Private Limited; (ii) Chorma Bairgania Highway Private Limited; (iii) Chandan Nagar Bareilly
Highways Private Limited (previously known as Bakaur Parsarma Highways Private Limited); (iv) Bengaluru Mysuru
Highways Private Limited; (v) Dhariwal Bahadurganj Highways Private Limited; and (vi) Dhariwal Chandan Nagar
Highways Private Limited, as a nominee shareholder on behalf of our Company. For more details, see “Our
Subsidiaries and Joint Operations - Directly held Subsidiaries - Indian Subsidiaries” on page 340.
Interest of Directors
All our Independent Directors may be deemed to be interested to the extent of sitting fees and commission, if any,
payable to them for attending meetings of our Board or a committee thereof, as well as to the extent of other
remunerations, commission and reimbursement of expense, if any, 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. For further details, see
“ – Payments or benefits to our Directors” on page 351.
Our Directors may be deemed to be interested to the extent of the remuneration and reimbursements payable to each
of them by our Company.
Our Directors may also be deemed to be interested to the extent of Equity Shares, as disclosed in “- Shareholding of
our Directors in our Company” on page 352, (together with dividends and other distributions in respect of such Equity
Shares), held by them or their relative or held by the entities in which they or their relatives are associated as promoters,
directors, partners, proprietors or trustees or held by their relatives.
Our Directors may also be deemed to be interested to the extent of certain loans granted by them to our Company.
Except for Chet Ram Dhariwal and Deepak Dhariwal, none of our Directors are interested in the promotion of our
Company.
None of our Directors have any existing or anticipated transaction whereby our Directors will receive any portion of
the proceeds from the Issue.
Our Directors do not have any interest in any property acquired or proposed to be acquired by our Company.
Mr. Deepak Dhariwal, our Whole-time Director and Head – Procurement, have an interest in the property currently
occupied on lease by our Subsidiaries. For more details, see “Our Subsidiaries and Joint Operations - Directly held
Subsidiaries - Indian Subsidiaries” on page 340.
Our Directors do not have any interest in any transaction by our Company for acquisition of land, construction of
building or supply of machinery during the three years preceding the date of this Draft Red Herring Prospectus.
Except in the ordinary course of business and as disclosed in “Restated Consolidated Financial Statements – Note 42
- Related party disclosures” at page 420, our Directors do not have any other business interest in our Company.
352None of our Directors have availed loans from our Company.
Other confirmations
No consideration, either in cash or shares or in any other form have 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.
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 Designation (at the time of Date of appointment / Reason
appointment / change in change in designation /
designation / cessation) cessation
Kamlesh Sekhon Independent Director February 1, 2025 Appointment as an Independent
Director
Ajay Sharma Independent Director February 1, 2025 Appointment as an Independent
Director
Madan Kishore Sharma Independent Director February 1, 2025 Appointment as an Independent
Director
Saroj Dhariwal Whole-time Director January 31, 2025 Resignation as Whole-time director
due to personal commitments
Karamveer Singh Independent Director January 31, 2025 Resignation as a director due to
personal commitments
Rajender Singh Independent Director January 31, 2025 Resignation as a director due to
personal commitments
Aditya Dhariwal Director January 31, 2025 Resignation as a director due to
personal commitments
Sher Singh Garhwal Whole-time Director June 27, 2024 Resignation as a whole-time director
due to personal reasons
Hitender Kumar Whole-time Director January 1, 2023 Resignation as a whole-time director
due to personal reasons and
unavoidable circumstances
Rajesh Beniwal Whole-time Director January 1, 2023 Resignation as a whole-time director
due to personal reasons
Karamveer Singh Independent Director October 31, 2022 Appointment as an Independent
Director
Corporate Governance
The provisions of the Companies Act, along with the SEBI Listing Regulations, with respect to corporate governance,
will be applicable to our Company immediately upon the listing of the Equity Shares on the Stock Exchanges. Our
Company is in compliance with the requirements of the applicable requirements for corporate governance in
accordance with the SEBI Listing Regulations, and the Companies Act, including those pertaining to the constitution
of the Board and committees thereof.
Committees of our Board
In terms of the SEBI Listing Regulations and the provisions of the Companies Act, our Company has constituted the
following Board committees:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders’ Relationship Committee;
(d) Corporate Social Responsibility Committee; and
(e) Risk Management Committee.
353For purposes of the Issue, our Board has also constituted an IPO Committee.
(a) Audit Committee
The Audit Committee was constituted by a resolution of our Board dated March 25, 2022 and re-constituted by a
resolution of our Board dated January 30, 2025, effective from February 1, 2025. It is in compliance with Section 177
of the Companies Act and Regulation 18 of the SEBI Listing Regulations. The current constitution of the Audit
committee is as follows:
Name of Director Position in the Committee Designation
Ajay Sharma Chairperson Independent Director
Madan Kishore Sharma Member Independent Director
Mohinder Singh Dhariwal Member Whole-time Director and Head –
Administration and Information Technology
The scope and function of the Audit Committee is in accordance with Section 177 of the Companies Act, and
Regulation 18 of the SEBI Listing Regulations. Its terms of reference are as follows:
(a) The Audit Committee shall have powers, which should include the following:
(i) To investigate any activity within its terms of reference;
(ii) To seek information from any employee of the Company;
(iii) To obtain outside legal or other professional advice;
(iv) To secure attendance of outsiders with relevant expertise if it considers necessary; and
(v) Such powers as may be prescribed under the Companies Act, the SEBI Listing Regulations and other
applicable laws.
(b) The role of the Audit Committee shall include the following:
(i) Oversight of the Company’s financial reporting process, examination of the financial statements
and the auditors’ report thereon and the disclosure of its financial information to ensure that the
financial statements are correct, sufficient and credible;
(ii) Recommendation to the board of directors for appointment, re-appointment and replacement,
removal, remuneration and terms of appointment of auditors, including the internal auditor, cost
auditor and statutory auditor, or any other external auditor, of the Company and the fixation of
audit fees;
(iii) Approval of payments to statutory auditors for any other services rendered by the statutory
auditors of the Company;
(iv) Reviewing, with the management, the annual financial statements and auditor’s report thereon
before submission to the Board for approval, with particular reference to:
a) Matters required to be included in the Director’s Responsibility Statement to be included in
the Board’s report in terms of clause (c) of sub-section 3 of section 134 of the Companies
Act;
b) Changes, if any, in accounting policies and practices and reasons for the same;
c) Major accounting entries involving estimates based on the exercise of judgment by the
management of the Company;
d) Significant adjustments made in the financial statements arising out of audit findings;
e) Compliance with listing and other legal requirements relating to financial statements;
f) Disclosure of any related party transactions; and
g) Qualifications / modified opinion(s) in the draft audit report.
354(v) Reviewing, with the management, the quarterly, half yearly and annual financial statements
before submission to the Board for approval;
(vi) Approval of the disclosure of the key performance indicators to be disclosed in the issue
documents in relation to the initial public offering of the equity shares of the Company;
(vii) 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 utilised 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 or
preferential issue or qualified institutions placement, and making appropriate recommendations
to the Board to take up steps in this matter;
(viii) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of
audit process;
(ix) Formulating a policy on related party transactions, which shall include materiality of related party
transactions;
(x) Approval or any subsequent modification of transactions of the Company with related parties and
omnibus approval for related party transactions proposed to be entered into by the Company
subject to such conditions as may be prescribed;
(xi) 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;
(xii) Scrutiny of inter-corporate loans and investments;
(xiii) Valuation of undertakings or assets of the company, wherever it is necessary;
(xiv) Evaluation of internal financial controls and risk management systems;
(xv) Reviewing with the management, performance of statutory and internal auditors, adequacy of the
internal control systems;
(xvi) 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;
(xvii) Discussion with internal auditors of any significant findings and follow up there on;
(xviii) 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;
(xix) 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;
(xx) Looking 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;
(xxi) Reviewing the functioning of the whistle blower mechanism;
(xxii) Approval of the appointment of the Chief Financial Officer of the Company (“CFO”) (i.e., the
whole-time finance director or any other person heading the finance function or discharging that
355function and who will be designated as the CFO of the Company) after assessing the
qualifications, experience and background, etc., of the candidate;
(xxiii) Carrying out any other functions as provided under or required to be performed by the audit
committee under the provisions of the Companies Act, the SEBI Listing Regulations and other
applicable laws;
(xxiv) To formulate, review and make recommendations to the Board to amend the Audit Committee
charter from time to time;
(xxv) Establishing a vigil mechanism for directors and employees to report their genuine concerns or
grievances;
(xxvi) Carrying out any other function as is mentioned in the terms of reference of the Audit Committee;
(xxvii) Reviewing the utilization of loans and/or advances from/investment by the holding company in
the subsidiary exceeding rupees 100 crore or 10% of the asset size of the subsidiary, whichever is
lower including existing loans / advances / investments existing as per the SEBI Listing
Regulations;
(xxviii) Consider and comment on rationale, cost-benefits and impact of schemes involving merger,
demerger, amalgamation etc., on the Company and its shareholders; and
(xxix) Such roles as may be specified by the Board from time to time or prescribed under the Companies
Act, the SEBI Listing Regulations or other applicable laws.
(c) The Audit Committee shall mandatorily review the following information:
(i) Management discussion and analysis of financial condition and results of operations;
(ii) Management letters/letters of internal control weaknesses issued by the statutory auditors of the
Company;
(iii) Internal audit reports relating to internal control weaknesses;
(iv) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject
to review by the Audit Committee;
(v) Statement of deviations:
a) quarterly statement of deviation(s) including report of monitoring agency, if applicable,
submitted to stock exchange(s) in terms of Regulation 32(1) of the SEBI Listing Regulations;
and
b) annual statement of funds utilised for purposes other than those stated in the issue
document/prospectus/notice in terms of Regulation 32(7) of the SEBI Listing Regulations;
and
(vi) Review the financial statements, in particular, the investments made by any unlisted subsidiary.
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.
(b) Nomination and Remuneration Committee
356The Nomination and Remuneration Committee was constituted by a resolution of our Board dated March 25,
2022and was re-constituted by a resolution of our Board dated January 30, 2025, effective from February 1, 2025. The
Nomination and Remuneration Committee is in compliance with Section 178 of the Companies Act and Regulation
19 of the SEBI Listing Regulations. The current constitution of the Nomination and Remuneration Committee is as
follows:
Name of Director Position in the Committee Designation
Kamlesh Sekhon Chairperson Independent Director
Madan Kishore Sharma Member Independent Director
Ajay Sharma Member Independent Director
The scope and function of the Nomination and Remuneration Committee is in accordance with Section 178 of the
Companies Act, read with Regulation 19 of the SEBI Listing Regulations. Its terms of reference are as follows:
(a) Formulation of 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;
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.
(b) 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 Nomination and
Remuneration Committee may:
(i) use the services of any external agencies, if required;
(ii) consider candidates from a wide range of backgrounds, having due regard to diversity; and
(iii) consider the time commitments of the candidates.
(c) Formulation of criteria for evaluation of performance of independent directors and the Board;
(d) Devising a policy on Board diversity;
(e) Identifying persons who are qualified to become directors of the Company and who may be appointed
in senior management in accordance with the criteria laid down, and recommend to the Board their
appointment and removal. The Company shall disclose the remuneration policy and the evaluation
criteria in its annual report;
(f) Analysing, monitoring and reviewing various human resource and compensation matters;
(g) 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;
(h) Recommending to the Board the remuneration, in whatever form, payable to the senior management
personnel and other staff (as deemed necessary);
357(i) Reviewing and approving compensation strategy from time to time in the context of the then current
Indian market in accordance with applicable laws;
(j) Determining whether to extend or continue the term of appointment of the independent director, on the
basis of the report of performance evaluation of independent directors;
(k) Perform such functions as are required to be performed by the compensation committee under the
Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021, as amended;
(l) 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;
(m) Engaging the services of any consultant/professional or other agency for the purpose of recommending
compensation structure/policy;
(n) Framing suitable policies, procedures and systems to ensure that there is no violation of securities laws,
as amended from time to time, including:
(i) the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as
amended; and
(ii) the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices
Relating to Securities Market) Regulations, 2003, as amended,
by the Company and its employees, as applicable;
(o) Performing such other activities as may be delegated by the Board of Directors and/or are statutorily
prescribed under any law to be attended to by the Nomination and Remuneration Committee.
(p) Such terms of reference as may be prescribed under the Companies Act, the SEBI Listing Regulations,
or other applicable laws.
The Nomination and Remuneration 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 and Remuneration Committee shall be two members or one third of
the members of the committee, whichever is greater, including at least one independent director.
(c) Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated January 30, 2025,
effective from February 1, 2025. The Stakeholders’ Relationship Committee is in compliance with Section 178 of the
Companies Act and Regulation 20 of the SEBI Listing Regulations. The current constitution of the Stakeholders’
Relationship Committee is as follows:
Name of Director Position in the Committee Designation
Kamlesh Sekhon Chairperson Independent Director
Deepak Dhariwal Member Whole-time Director and Head – Procurement
Mohinder Singh Dhariwal Member Whole-time Director and Head – Administration
and Information Technology
358The scope and function of the Stakeholders’ Relationship Committee is in accordance with Regulation 20 of the
SEBI Listing Regulations. Its terms of reference are as follows:
(a) Redressal of all security holders’ and investors’ grievances including complaints related to
transfer/transmission of shares, non-receipt of share certificates and review of cases for refusal of
transfer/transmission of shares and debentures, non-receipt of declared dividends, non-receipt of annual
reports, issue of new/duplicate certificates, etc., and assisting with quarterly reporting of such complaints;
(b) Reviewing of measures taken for effective exercise of voting rights by shareholders;
(c) Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares,
debentures or any other securities;
(d) Giving effect to all transfer/transmission of shares and debentures, dematerialisation of shares and re-
materialisation 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;
(e) Reviewing the 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;
(f) Reviewing the adherence to the service standards by the Company with respect to various services rendered
by the registrar and transfer agent of the Company and to recommend measures for overall improvement in
the quality of investor services; and
(g) Carrying out such other functions as may be specified by the Board from time to time or specified/provided
under the Companies Act, the SEBI Listing Regulations, or any other applicable laws.
The Stakeholders’ Relationship Committee is required to meet at least once in a year under Regulation 20(3A) of the
SEBI Listing Regulations.
(d) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted by a resolution of our Board dated September 30,
2019 and was re-constituted by a resolution of our Board dated January 30, 2025, effective from February 1, 2025. The
current constitution of the Corporate Social Responsibility Committee is as follows:
Name of Director Position in the Committee Designation
Chet Ram Dhariwal Chairperson Chairman and Managing Director
Mohinder Singh Dhariwal Member Whole-time Director and Head –
Administration and Information Technology
Ajay Sharma Member Independent Director
The scope and function of the Corporate Social Responsibility Committee is in accordance with Section 135 of the
Companies Act. Its terms of reference are as follows:
(a) To formulate and recommend to the board, a corporate social responsibility policy 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;
(b) To identify corporate social responsibility policy partners and corporate social responsibility policy
programmes;
359(c) To 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;
(d) To formulate the annual action plan of the Company;
(e) To delegate responsibilities to the corporate social responsibility team and supervise proper
execution of all delegated responsibilities;
(f) To review and monitor the implementation of corporate social responsibility policy, corporate social
responsibility programmes and issuing necessary directions as required for proper implementation
and timely completion of corporate social responsibility programmes; and
(g) To perform such other duties and functions as the Board may require the corporate social
responsibility committee to undertake to promote the corporate social responsibility activities of the
Company and exercise such other powers as may be conferred upon the CSR Committee in terms
of the provisions of Section 135 of the Companies Act, as amended or other applicable laws.
(e) Risk Management Committee
The Risk Management Committee was constituted by a resolution of our Board dated January 30, 2025, effective
from February 1, 2025. The Risk Management Committee is in compliance with Regulation 21 of the SEBI Listing
Regulations. The current constitution of the Risk Management Committee is as follows:
Name of Director Position in the Committee Designation
Whole-time Director and Head –
Mohinder Singh Dhariwal Chairperson Administration and Information
Technology
Whole-time Director and Head –
Deepak Dhariwal Member
Procurement
Madan Kishore Sharma Member Independent Director
The scope and function of the Risk Management Committee is in accordance with Regulation 21 of the SEBI Listing
Regulations. The Risk Management Committee shall be responsible for, among other things, the following:
(a) To formulate a detailed risk management policy, which shall include:
(i) A framework for identification of internal and external risks specifically faced by the Company, in
particular including financial, operational, sectoral, sustainability (particularly, ESG related risks),
information, cyber security risks or any other risk as may be determined by the Committee;
(ii) Measures for risk mitigation including systems and processes for internal control of identified risks;
and
(iii) Business continuity plan.
(b) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks
associated with the business of the Company;
(c) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy
of risk management systems;
(d) To periodically review the risk management policy, at least once in two years, including by considering the
changing industry dynamics and evolving complexity;
(e) To keep the board of directors informed about the nature and content of its discussions, recommendations
and actions to be taken;
360(f) The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to
review by the Risk Management Committee.
(g) To perform such other activities as may be delegated by the board of directors and/or prescribed under any
law to be attended to by the Risk Management Committee.
The Risk Management Committee is required to meet at least twice in a year under Regulation 21(3A) of the SEBI
Listing Regulations.
The quorum for a meeting of the Risk Management Committee shall be two members or one third of the members
of the committee, whichever is higher, including at least one member of the Board in attendance.
361Management organization chart
362Key Managerial Personnel
In addition to Chet Ram Dhariwal, our Chairman and Managing Director, Deepak Dhariwal, our Whole-time Director
and Head – Procurement; and Mohinder Singh Dhariwal, our Whole-time Director and Head – Administration and
Information Technology, whose details are set out in “– Brief profiles of our Directors” on page 348 above, the details
of our other Key Managerial Personnel as on the date of this Draft Red Herring Prospectus are as set forth below:
Aditya Dhariwal is the Chief Executive Officer of our Company since February 1, 2025. He has been associated with
our Company since March 27, 2018. He is responsible for overall direction and vision for our Company and
formulating corporate strategies. He has completed a bachelor’s degree in medicine and bachelor’s of surgery (MBBS)
from Shree Guru Gobind Singh Tricentenary University, Gurugram. He holds a certificate of permanent registration
from Haryana Medical Council. He has over seven years of experience. The remuneration paid to him was ₹ 18.00
million for Fiscal 2025.
Anil Kumar^ is the Chief Financial Officer of our Company since June 14, 2024. He has been associated with our
Company since October 24, 2023. He is responsible for financial planning and strategy, financial reporting and
compliance and treasury and cash flow management. He holds a bachelor’s degree in commerce from Maharshi
Dayanand University, Rohtak and master’s degree in business administration from Guru Jambheshwar University of
Science and Technology. He has over 14 years of experience. Prior to joining our Company, he was associated with
HDFC Bank Limited and Tayal Sons Private Limited. The remuneration paid to him was ₹ 0.85 million for Fiscal
2025.
^While the KYC documents reflect his name as Anil Kumar, the corporate filings made with the RoC reflects his name as Anil Kumar Sharma
Gaurav Batra is the Company Secretary and Compliance Officer of our Company since May 1, 2025. He has been
associated with our Company since October 9, 2024. He is responsible for statutory compliances and corporate
governance of our Company. He holds a bachelor’s degree in commerce from Maharshi Dayanand University, Rohtak.
He is an associate member of the Institute of Company Secretaries of India. He has over two years of experience.
Prior to joining our Company, he was associated with Max Healthcare Institute Limited. The remuneration paid to
him was ₹ 0.43 million for Fiscal 2025.
Senior Management
In addition to Deepak Dhariwal, our Whole-time Director and Head – Procurement; and Mohinder Singh Dhariwal,
our Whole-time Director and Head – Administration and Information Technology, whose details are set out in “– Brief
profiles of our Directors” on page 348 above, and Aditya Dhariwal, our Chief Executive Officer, Anil Kumar, our
Chief Financial Officer and Gaurav Batra, our Company Secretary and Compliance Officer of our Company, whose
details are provided in “–Key Managerial Personnel” on page 361, the details of our other Senior Management as on
the date of this Draft Red Herring Prospectus are as set forth below:
Anndev Kumar is the Head - Tendering of our Company. He has been associated with our Company since January
8, 2021. He oversees all tendering and bidding-related functions for our construction and infrastructure projects. He
has completed his matriculation from Haryana Vidhyalaya Shiksha Board. He has passed the trade test in the trade of
Draughtsman civil from Industrial Training Institute, Hisar He has over 42 years of experience. Prior to joining our
Company, he was associated with Public Works (B&R) Department, Haryana. The remuneration paid to him was ₹
0.31 million for Fiscal 2025.
Shamsher Singh is the Head – Machinery and Equipments of our Company. He has been associated with our
Company since April 1, 2018. He manages, maintaining and optimizing our Company’s inventory of construction
machinery, tools and related infrastructure assets. He holds a bachelor’s degree in engineering (mechanical
engineering) from Maharshi Dayanand University, Rohtak. He has over 14 years of experience. Prior to joining our
Company, he was associated with Kalpana Chawla Institute of Engineering and Technology, Hisar, Balaji College of
Engineering, Bhiwani, K. S. Precast Concrete Works and Uklana Polytechnic and Engineering College, Hisar. The
remuneration paid to him was ₹ 0.68 million for Fiscal 2025.
Sajjan Singh Sulakh is the Head – Design and Operations of our Company. He has been associated with our Company
since November 4, 2023. He oversees the design development and operational execution of various infrastructure and
363construction projects undertaken by our Company. He has passed his bachelor’s degree in engineering from Institution
of Engineers (India), Calcutta. He has over 31 years of experience. Prior to joining our Company, he was associated
with Public Works (B&R) Department, Haryana. The remuneration paid to him was ₹ 0.62 million for Fiscal 2025.
Abhijit Deka is the Head – Construction (north-east zone) of our Company. He has been associated with our Company
since January 1, 2019. He oversees all construction and project execution activities for the north-east region. He has
passed a bachelor’s degree in engineering (civil) from Jorhat Engineering College, Assam and has passed the degree
examination in MTCE (Highway) from Karnataka State Open University, Mysore. He has over 13 years of experience.
Prior to joining our Company, he was associated with MBL Infrastructures Limited and Gawar-Ceigall (Joint Venture).
The remuneration paid to him was ₹ 2.20 million for Fiscal 2025.
Anup Kumar is the Head – Construction (other regions) of our Company. He has been associated with our Company
since April 1, 2020. He oversees the lifecycle of multiple infrastructure and construction projects for all operational
regions other than north-east region of India. He holds a bachelor’s degree in technology (civil engineering) from
William Carey University, Meghalaya. He has over eight years of experience. Prior to joining our Company, he was
associated with Scott Wilson, SAI Consulting Engineers Private Limited and Gawar Construction Limited. The
remuneration paid to him was ₹ 2.12 million for Fiscal 2025.
Arrangements or understanding with major Shareholders, customers, suppliers or others
None of our Key Managerial Personnel or Senior Management have been selected pursuant to any arrangement or
understanding with any major Shareholders, customers or suppliers of our Company, or others.
Changes in the Key Managerial Personnel or Senior Management in last three years
Except as mentioned below, there have been no changes in the Key Managerial Personnel or Senior Management in
the last three years:
Name Date of change Reason
Anndev Kumar September 4, 2025 Appointment as a Head - Tendering
Shamsher Singh September 4, 2025 Appointment as a Head – Machinery and Equipment’s
Sajjan Singh Sulakh September 4, 2025 Appointment as a Head – Design and Operations
Abhijit Deka September 4, 2025 Appointment as a Head – Construction (north-east region)
Anup Kumar September 4, 2025 Appointment as a Head – Construction (other region)
Gaurav Batra May 1, 2025 Appointment as a Company Secretary and Compliance Officer
Aditya Dhariwal February 1, 2025 Appointment as Chief Executive Officer
Anil Kumar June 14, 2024 Appointment as a Chief Financial Officer
Deepak Dhariwal June 19, 2025 Appointment as Head – Procurement
Mohinder Singh June 19, 2025 Appointment as Head – Administration and Information Technology
Dhariwal
Note: This does not include changes pursuant to re-designation of Key Managerial Personnel and Senior Management.
The rate of attrition of our Key Managerial Personnel and Senior Management is not high in comparison to the industry
in which we operate.
Status of Key Managerial Personnel and Senior Management
As on the date of this Draft Red Herring Prospectus, all our Key Managerial Personnel and Senior Management are
permanent employees of our Company.
Retirement and termination benefits
Our Key Managerial Personnel or Senior Management have not entered into any service contracts with our Company
which include termination or retirement benefits. Except statutory benefits upon termination of their employment in
our Company or superannuation, none of the Key Managerial Personnel or Senior Management is entitled to any
benefit upon termination of employment or superannuation.
364Shareholding of the Key Managerial Personnel and Senior Management
Except as disclosed below and under “– Shareholding of Directors in our Company” on page 351, none of our other
Key Managerial Personnel and Senior Management hold any Equity Shares in our Company
Percentage of the pre-
Percentage of the post-Issue
Name Number of Equity Shares Issue paid up share
paid up share capital (%)*
capital (%)
Aditya Dhariwal 19,334,520 20.32 [●]
* To be updated at the Prospectus Stage.
Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management
As on the date of this Draft Red Herring Prospectus, there is no contingent or deferred compensation which accrued
to our Key Managerial Personnel and Senior Management for Fiscal 2025, which does not form part of their
remuneration for such period.
Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management
Our Company does not have any bonus or a profit-sharing plan in which our Key Managerial Personnel and Senior
Management have participated. For more details, please see “- Key Managerial Personnel – Aditya Dhariwal, Chief
Executive Officer” on page 363.
Interest of Key Managerial Personnel and Senior Management
Except for as provided under “-Interest of Directors” on page 352, other than Aditya Dhariwal, our Chief Executive
Officer, none of our Key Managerial Personnel or Senior Management are interested in promotion of our Company.
For more details see, “Our Promoter and Promoter Group –Interests of Promoters” on page 370.
Our Key Managerial Personnel and Senior Management are interested in our Company to the extent of the
remuneration or benefits to which they are entitled to as per their terms of appointment and reimbursement of
expenses incurred by them during the ordinary course of their service.
Our Key Managerial Personnel and Senior Management may also be deemed to be interested to the extent of any
dividend payable to them and other distributions in respect of Equity Shares held by them in our Company.
Further, certain of our Key Managerial Personnel and Senior Management may also be deemed to be interested to
the extent that there are certain transactions between our Company and their relatives or entities in which they are
interested in and the rent received by them from our Company
Employee stock option and employee stock purchase schemes
As on the date of this Draft Red Herring Prospectus, our Company does not have any employee stock option scheme
or any employee stock option plan.
Payment or Benefit to officers of our Company (non-salary related)
No non-salary related amount or benefit has been paid or given within the two years preceding the date of the 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.
Other Confirmations
There is no conflict of interest between the lessors of our immovable properties of our Company (which are crucial
for operations of our Company) and any of our Directors or Key Managerial Personnel.
365There is no conflict of interest between the suppliers of raw materials or any third-party service providers of our
Company (which are crucial for operations of our Company), and any of our Directors or Key Managerial
Personnel.
366OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
Chet Ram Dhariwal, Aditya Dhariwal, Chet Ram Dhariwal HUF, Saroj Dhariwal, Navita, Deepak Dhariwal, and
Mohinder Singh Dhariwal are the Promoters of our Company.
As on the date of this Draft Red Herring Prospectus, our Promoter’s shareholding in our Company is as follows:
S. Percentage of the pre-Issue issued, subscribed
Name of the Promoter Number of Equity Shares
No. and paid-up Equity Share capital (%)
1. Chet Ram Dhariwal 25,188,120 26.48
2. Aditya Dhariwal 19,334,520 20.32
3. Chet Ram Dhariwal HUF 14,576,040 15.32
4. Saroj Dhariwal 14,460,120 15.20
5. Navita 12,127,680 12.75
6. Deepak Dhariwal 9,095,760 9.56
7. Mohinder Singh Dhariwal Nil 0.00
Total 94,782,240 99.63
For further details of the build-up of the shareholding of our Promoters in our Company, see “Capital Structure –
Details of shareholding of our Promoters and members of the Promoter Group in our Company” on page 88.
Details of our Promoters
Chet Ram Dhariwal
Chet Ram Dhariwal, aged 60 years, is one of our Promoters and the
Chairman and Managing Director of our Company.
For the complete profile of Chet Ram Dhariwal, along with details of
his address, date of birth, educational qualifications, professional
experience, position/posts held in the past, directorships held, other
ventures, special achievements and business and financial activities,
see “Our Management – Board of Directors” and “Our Management
– Brief profiles of our Directors” on pages 346 and 348, respectively.
His Permanent Account Number is ACTPD6630L.
367Aditya Dhariwal
Aditya Dhariwal, aged 25 years, is one of our Promoters and the Chief
Executive Officer of our Company.
He is currently on the board of directors of Bengaluru Mysuru
Highways Private Limited. For the complete profile of Aditya
Dhariwal, along with details of his educational qualifications,
professional experience, position/posts held in the past, other
ventures, special achievements and business and financial activities,
see “Our Management – Key Managerial Personnel” on page 363.
Date of Birth: February 2, 2000
Address: House no. 508, Near Blooming Dales School, Sector 15-A.
Hisar – 125 001, Haryana, India
His Permanent Account Number is EJIPD3134D.
Saroj Dhariwal
Saroj Dhariwal, aged 57 years, is one of our Promoters of our
Company.
She has been associated with our Company since March 1, 2018 and
was previously a whole-time Director of our Company. She holds a
honours degree in Hindi from Kurukshetra University, Kurukshetra.
She has over 13 years of experience.
Other than the entities forming part of the Promoter Group, she is not
involved in any other venture.
Date of Birth: July 6, 1968
Address: House no. 508, Near Blooming Dales School. Sector 15-A.
Hisar – 125 001, Haryana, India
Her Permanent Account Number is AIWPD3410B.
Navita
Navita, aged 34 years, is one of the Promoters of our Company.
She has been associated with our Company since March 1, 2018 and
has designated as Senior Manager – Information Technology since
April 1, 2025. She holds a bachelor’s of technology degree in
electronics and communication engineering from the Kurukshetra
University, Kurukshetra and a master’s of arts degree in public
administration from the Indira Gandhi National Open University. She
has over seven years of experience.
Other than the entities forming part of the Promoter Group, she is not
involved in any other venture.
Date of Birth: February 6, 1991
Address: House no. 508, Sector 15-A. Hisar – 125 001, Haryana, India
Her Permanent Account Number is AMLPN4437D.
368Deepak Dhariwal
Deepak Dhariwal, aged 35 years, is one of our Promoters and the
Whole-time Director and Head – Procurement of our Company.
For the complete profile of Deepak Dhariwal, along with details of his
address, date of birth, educational qualifications, professional
experience, position/posts held in the past, directorships held, other
ventures, special achievements and business and financial activities,
see “Our Management – Board of Directors” and “Our Management
– Brief profiles of our Directors” on pages 346 and 348, respectively.
His Permanent Account Number is ATRPD5107D.
Mohinder Singh Dhariwal
Mohinder Singh Dhariwal, aged 64 years, is one of our Promoters and
the Whole-time Director and Head – Administration and Information
Technology of our Company.
For the complete profile of Mohinder Singh Dhariwal, along with
details of his address, date of birth, educational qualifications,
professional experience, position/posts held in the past, directorships
held, other ventures, special achievements and business and financial
activities, see “Our Management – Board of Directors” and “Our
Management – Brief profiles of our Directors” on pages 346 and 348,
respectively.
His Permanent Account Number is ACVPD6384K.
Chet Ram Dhariwal HUF
Chet Ram Dhariwal HUF was formed as a Hindu undivided family, with its address at H No 508, Near Blooming
Dales School, Sector 15, Hissar, 125 001. Its Permanent Account Number is AADHC1866M.
Chet Ram Dhariwal is the karta of Chet Ram Dhariwal HUF. For further details of his educational qualifications,
professional experience, position/posts held in the past, directorships held, other ventures, special achievements and
business and financial activities, see “Our Management – Board of Directors” and “Our Management – Brief profiles
of our Directors” on pages 346 and 348, respectively.
The members of Chet Ram Dhariwal HUF are:
Name Designation in HUF Relationship with Karta
Chet Ram Dhariwal Karta and Coparcener -
Aditya Dhariwal Coparcener Son
Deepak Dhariwal Coparcener Son
Gauravi Dhariwal Coparcener Granddaughter
Jivesh Dhariwal Coparcener Granddaughter
Navita Member Son’s wife
369Name Designation in HUF Relationship with Karta
Saroj Dhariwal Member Wife
Our Company confirms that the permanent account numbers, bank account numbers, Aadhar card numbers, driving
license numbers and passport numbers of our individual Promoters and the PAN and bank account number of Chet
Ram Dhariwal HUF shall be submitted to the Stock Exchanges at the time of filing this Draft Red Herring Prospectus.
Change in control of our Company
There has been no change in the control of our Company during the last five years preceding the date of this Draft
Red Herring Prospectus. However, Deepak Dhariwal, Aditya Dhariwal, Navita, Mohinder Singh Dhariwal and Chet
Ram Dhariwal HUF have been additionally classified as Promoters pursuant to SEBI ICDR Regulations.
Interests of our Promoters
Our Promoters are interested in our Company: (i) to the extent that they have promoted our Company; (ii) to the extent
of their shareholding and the shareholding of their relatives in our Company and Subsidiaries, the shareholding of the
entities in which our Promoters or their relatives are interested in our Company and the dividend payable upon such
shareholding and any other distributions in respect of their shareholding in our Company or the shareholding of their
relatives; (iii) to the extent of certain loans granted by them to our Company; (iv) the dividend payable upon such
shareholding and any other distributions in respect of their shareholding in our Company or the shareholding of their
relatives or such entities; (v) to the extent of personal guarantees extended in relation to certain loans availed by the
Company and (vi) to the extent that they have leased premises owned by them to our Company and Subsidiaries and
are entitled to receive rent from our Company and Subsidiaries. For further details of shareholding of our Promoters
and the Promoter Group, see “Capital Structure – Details of shareholding of our Promoters and members of the
Promoter Group in our Company” on page 88. Additionally, they may be interested in transactions entered into by our
Company with them, their relatives or other entities (i) in which they hold shares, or (ii) which is controlled by them.
For further details, see “Related Party Transactions” on page 439. Further, certain of our Promoters, namely Chet
Ram Dhariwal and Saroj Dhariwal, may be deemed to be interested in the formation of our Company.
Our Promoters may also be deemed to be interested in the remuneration payable to them and the reimbursement of
expenses incurred by them in their capacity as Directors or Key Managerial Personnel of our Company. For further
details, see “Our Management - Terms of appointment of our Directors” and “Our Management - Payments or benefits
to our Directors” on pages 349 and 351, respectively. Further for details of interest of our Promoters as a Director of
our Company, see “Our Management - Interest of Directors” on page 352.
Our Promoters are not interested as a member of a firm or a company, and no sum has been paid or agreed to be paid
to our Promoter or to such firm or company in which our Promoters are interested as a member, in cash or shares or
otherwise by any person either to induce any such person to become, or qualify them as a director, or otherwise for
services rendered by such person or by such firm or company in connection with the promotion or formation of our
Company.
Other ventures of our Promoters
Other than as disclosed in sections “Our Promoters and Promoter Group” and “Our Management - Board of
Directors” on pages 367 and 346, respectively, our Promoters are not involved in any other ventures. Further, other
than our Subsidiaries, which are in the similar line of business as our Company, our Promoters do not have any direct
interest in any venture that is involved in the same line of activity or business as conducted by our Company.
Interest in property, land, construction of building and supply of machinery
Other than as disclosed in “Our Management – Interest of Directors” and “Related Party Transactions”, on pages
352 and 439, respectively, our Promoters do not have any interest in any property 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 or in
any transaction by our Company with respect to the acquisition of land, construction of building or supply of
machinery.
370Companies or firms with which our Promoter have disassociated in the last three years
Our Promoters have not disassociated themselves from any other company or firm in the three years preceding the
date of this Draft Red Herring Prospectus.
Payment or benefits to Promoter or members of the Promoter Group
Except as stated in “Summary of the Issue Document - Summary of Related Party Transactions” and “Our Management
- Payments or benefits to our Directors” at pages 23 and 351, respectively, there has been no payment or benefit by
our Company to our Promoters or any of the members of the Promoter Group during the two years preceding the date
of this Draft Red Herring Prospectus nor is there any intention to pay or give any benefit to our Promoters or Promoter
Group as on the date of this Draft Red Herring Prospectus.
Material guarantees given by our Promoters to third parties with respect to Equity Shares of our Company
As on the date of this Draft Red Herring Prospectus, our Promoters have not given any material guarantee to any third
party with respect to the Equity Shares.
Promoter Group
The individuals and entities that form a part of the Promoter Group of our Company (excluding our Promoters) in
terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations are set out below:
Natural persons who are part of the Promoter Group
The natural persons who are part of the Promoter Group, other than our Promoters, are as follows:
Sr. Relationship with Promoter (as defined
Name of Promoter Name of Promoter Group Member
No. under the Companies Act, 2013)
Saroj Dhariwal Spouse
Mohinder Singh Dhariwal Brother
Rajender Kumar Brother
Sona Devi Sister
1. Chet Ram Dhariwal
Deepak Dhariwal Son
Aditya Dhariwal Son
Sher Singh Garhwal Spouse’s brother
Narender Kumar Spouse’s brother
Chet Ram Dhariwal Father
Saroj Dhariwal Mother
Aditya Dhariwal Brother
Jivesh Dhariwal Son
Gauravi Dhariwal Daughter
2. Deepak Dhariwal
Navita Spouse
Satyawanti Spouse’s mother
Jatin Chahal Spouse’s brother
Aryan Chahal Spouse’s brother
Vandana Lamba Spouse’s sister
Chet Ram Dhariwal Father
3. Aditya Dhariwal Saroj Dhariwal Mother
Deepak Dhariwal Brother
Chet Ram Dhariwal Spouse
Deepak Dhariwal Son
Aditya Dhariwal Son
4. Saroj Dhariwal Sher Singh Garhwal Brother
Narender Kumar Brother
Mohinder Singh Dhariwal Spouse’s brother
Rajender Kumar Spouse’s brother
371Sr. Relationship with Promoter (as defined
Name of Promoter Name of Promoter Group Member
No. under the Companies Act, 2013)
Sona Devi Spouse’s sister
Deepak Dhariwal Spouse
Satyawanti Devi Mother
Jatin Chahal Brother
Aryan Chahal Brother
Vandana Lamba Sister
5. Navita
Jivesh Dhariwal Son
Gauravi Dhariwal Daughter
Chet Ram Dhariwal Spouse’s father
Saroj Dhariwal Spouse’s mother
Aditya Dhariwal Spouse’s brother
Chet Ram Dhariwal Brother
Rajender Kumar Brother
Sona Devi Sister
Arun Dhariwal Son
Vinita Dhariwal Daughter
Sushila Dhariwal Spouse
Mohinder Singh
6. Ram Kumar Spouse’s brother
Dhariwal
Chottu Ram Godara Spouse’s brother
Chhabil Dass Spouse’s brother
Devi Lal Spouse’s brother
Krishan Kumar Spouse’s brother
Brahma Devi Spouse’s sister
Surasti Spouse’s sister
Entities forming part of the Promoter Group (other than the Promoters and Subsidiaries)
The entities forming part of our Promoter Group (other than our Promoters and Subsidiaries) are as follows:
Sr. No. Name of the entities
1. Chaudhary Bir Singh Dhariwal Charitable Trust
2. Deepak Dhariwal HUF
3. JCG Engineering and Consultant Private Limited
4. Mohinder Singh Dhariwal HUF
Other Confirmations
There is no conflict of interest between the lessors of immovable properties of our Company and/or our Subsidiaries
(which are crucial for operations of our Company) and our Promoters and members of our Promoter Group.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (which are
crucial for operations of the Company) and our Promoters and members of the Promoter Group.
372DIVIDEND POLICY
The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board to the
Shareholders for their approval, at their discretion, subject to the provisions of the Articles of Association and
applicable law, including the Companies Act, 2013, read with the applicable rules issued thereunder to the extent
applicable to our Company, and the SEBI Listing Regulations and the dividend policy of our Company, which may
be reviewed and amended periodically by the Board. The dividend distribution policy of our Company was approved
and adopted by our Board at its meeting on July 15, 2025.
The declaration and payment of dividend will depend on a number of internal and external factors, including but not
limited to adverse market conditions and business uncertainty, inadequacy of profits earned during the financial year
and inadequacy of profits earned during the financial year.
There is no guarantee that any dividends will be declared or paid in the future. For details in relation to risks involved
in this regard, see “Risk Factors – Our ability to pay dividends in the future will depend on our earnings, financial
condition, working capital requirements, capital expenditures and restrictive covenants of our financing
arrangements.” on page 55.
Our Company has not declared and paid any dividend on the Equity Shares during the last three Fiscal Years, i.e.,
2025, 2024, and 2023 and the period from April 1, 2025, until the date of this Draft Red Herring Prospectus.
373SECTION V –FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL STATEMENTS
374Independent Auditor’s Examination Report on Restated Consolidated
Financial Information
To,
The Board of Directors
Dhariwal Buildtech Limited
72P, Sector -15AP,
Hisar - 125001
Haryana, India
Dear Sir/Madam,
1. We S.K. Singla & Associates, Chartered Accountants (“we” or “us” or “Our” or “the Firm”)
have examined, the attached Restated Consolidated Financial Information of Dhariwal
Buildtech Limited, (the “Company” or the “Issuer”) and its subsidiaries (the company and
its subsidiaries together referred to as the “Group"), comprising the Restated Consolidated
Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31,
2023, the Restated Consolidated Statements of Profit and Loss (including Other
Comprehensive Income), the Restated Consolidated Statements of Cash Flows, Restated
Consolidated Statements of Changes in Equity along with the Summary of Material
Accounting Policies and other explanatory information and notes schedules thereto, for the
year ended March 31, 2025, March 31, 2024 and March 31, 2023 (the “Restated
Consolidated Financial Information”), as approved by the Board of Directors of the
Company at their meeting held on September 26, 2025 for the purpose of inclusion in the
Draft Red Herring Prospectus (“DRHP”) and initialed by us for identification purposes only
to be filed with the Securities and Exchange Board of India (“SEBI”), BSE Limited (“BSE”)
and National Stock Exchange of India Limited (“NSE”) (BSE and NSE together, the “Stock
Exchanges”) to be prepared by the Company in connection with its proposed Initial Public
Offer of equity shares (“Issue”) prepared in terms of 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 from time to time (“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”) as mentioned in the Restated Consolidated Financial Information.
Management’s Responsibility for the Restated Consolidated Financial Information
2. The Company’s management and Board of Directors (together referred to as “the
Management”) is responsible for the preparation of the Restated Consolidated Financial
Information for the purpose of inclusion in the DRHP to be filed with the SEBI and the Stock
Exchanges and Registrar of Companies, Delhi and Haryana, situated at New Delhi (the
375“RoC”) in connection with the proposed initial public offering of equity shares by the
Company. The Restated Consolidated Financial Information have been prepared by the
Management on the basis of preparation stated in Note No. 2(b) to the Restated Consolidated
Financial Information.
3. The respective board of directors of the companies in the Group are also responsible for
designing, implementing and maintaining adequate internal control relevant to the
preparation and presentation of the financial information, which have been used for the
purpose of preparation of these Restated Consolidated Financial Information by the
Management of the Company, as aforesaid. The respective Board of Directors of the Group
are also responsible for identifying and ensuring that the Group complies with the Act, the
ICDR Regulations and the Guidance Note.
Auditors’ Responsibilities
4. We have examined such Restated Consolidated Financial Information taking into
consideration:
a. The terms of reference and terms of our engagement agreed upon with you in accordance
with our engagement letter dated October 4, 2024 requesting us to carry out the
assignment, in connection with the proposed IPO of equity shares of the Company; and
b. The Guidance Note also requires that we comply with the ethical requirements of the
Code of Ethics issued by the ICAI; and
c. Concepts of test checks and materiality to obtain reasonable assurance based on
verification of evidence supporting the Restated Consolidated Financial Information; and
d. The requirements of Section 26 of the Act and the ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to
your compliance with the Act, the ICDR Regulations and the Guidance Note, as applicable,
in connection with the preparation of DRHP and proposed IPO.
Basis of preparation and Presentation of Restated Consolidated Financial Statements
5. These Restated Consolidated Financial Information have been compiled by the management
from:
a. As at and for the year ended March 31, 2025
From the audited consolidated Ind AS financial statements of the Group as at and for
the year ended March 31, 2025 prepared in accordance with Indian Accounting Standard
(refer 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 July 15, 2025.
b. As at and for the year ended March 31, 2024.
From the audited special purpose consolidated Ind AS financial statements of the Group
as at and for the year ended March 31, 2024 prepared in accordance with Ind AS
376prescribed 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 July
15, 2025.
c. As at and for the year ended March 31, 2023
From the audited special purpose consolidated Ind AS financial statements of the Group
as at and for the year ended March 31, 2023 prepared in accordance with 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
July15, 2025.
The Special purpose Consolidated financial statements as at and for the year ended March
31, 2024, and March 31, 2023 have been prepared after making suitable adjustments to
the accounting heads from their Indian GAAP values following accounting policies and
accounting policy choices (both mandatory exceptions and optional exemptions availed
as per Ind AS 101) consistent with that used at the date of transition to Ind AS (April 01,
2022) and as per the presentation, accounting policies and grouping/classifications
including revised Schedule III disclosures followed as at and for the year ended March
31, 2025.
d. Audited consolidated financial statements and special purpose consolidated financial
Statements referred to in paragraph (a), (b) and (c) above includes financial statements
in relation to the Company’s subsidiaries and Joint Operations as listed below in Table
A and Table B respectively, which are audited by us or component auditors;
Table A
Sr. Name of Entity Relationship Periods audited Audited By
No.
1. Chorma Bairgania Wholly owned FY 2023-24 & FY Gianender &
Highways Private Limited Subsidiary 2024-25 Associates
2. Mahishi Bakaur Highways Wholly owned FY 2022-23 S. K. Singla &
Private Limited Subsidiary Associates
FY 2023-24 & FY APT And Co. LLP
2024-25
3. Chandan Nagar Bareilly Wholly owned FY 2023-24 & FY S. K. Singla &
Highways Private Limited Subsidiary 2024-25 Associates
(Formerly known as
Bakaur Parsarma
Highways Private Limited)
Table B
Sr. Name of Entity Relationship Periods audited Audited By
No.
1. Dhariwal JK (JV) Joint FY 2024-25 RBKK &
Operations Associates
2. Dhariwal-Bholeshanker Joint FY 2022-23, FY Habibullah & Co.
(JV) Operations 2023-24 & FY
2024-25
3773. Dhariwal- Evarscon (JV) Joint FY 2024-25 Unaudited since
Operations no significant
operations.
6. For the purpose of our examination, we have relied on:
a. FY ended March 31, 2025 – Auditor’s report issued by us, dated July 15, 2025 on the
audited consolidated financial statements of the Group as at and for the financial year
ended March 31, 2025 as referred in paragraph 5(a) above.
b. FY ended March 31, 2024 - Special Purpose Audit reports issued by us dated July 15,
2025 on the special purpose consolidated Ind AS financial statements of the Group as at
and for the year ended March 31, 2024 as referred in Paragraph 5(b) above. The financial
information for the year ended March 31, 2024 included in the special purpose
consolidated Ind AS financial statements are based on the previously issued company’s
audited financial statements prepared for the year ended March 31, 2024 in accordance
with the Companies (Accounting Standards) Rules, 2006 and audited & reported by us
on which we have issued an unmodified opinion vide audit report dated June 14, 2024
and audit of three subsidiaries, Mahishi Bakaur Highways Private Limited, Chorma
Bairgania Highways Private Limited and Chandan Nagar Bareilly Highways Private
Limited (Formerly known as Bakaur Parsarma Highways Private Limited) audited by
APT and Co. LLP, Gianender & Associates and by us respectively on which they have
issued an unmodified opinion vide their respective audit report dated September 6, 2024,
September 6, 2024 and September 6, 2024 respectively and whose reports have been
furnished to us by the Company’s Management and which have been translated into
figures as per Ind AS adjustments to align with accounting policies, exemptions and
disclosures adopted by the Company, which includes an Emphasis of Matter paragraph
as mentioned below:
Emphasis of Matter
We draw attention to Note Note No. 2.b to the Special Purpose Consolidated Financial
Statements for the year ended March 31, 2024, which describes the purpose and basis of
preparation. The Special Purpose Consolidated Financial Statements have been prepared
by the Company solely for the purpose of preparation of the restated consolidated financial
information as required under the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018 as amended from time to time (the
“ICDR Regulations”), which will be included in the Draft Red Herring Prospectus
(“DRHP”), in connection with the proposed initial public offering of the Group. As a
result, the Special Purpose Consolidated Financial Statements may not be suitable for
another purpose.
Our opinion is not modified in respect of the above matter.
c. FY ended March 31, 2023 - Special Purpose Audit reports issued by us dated July 15,
2025 on the special purpose consolidated Ind AS financial statements of the Group as at
and for the year ended March 31, 2023 as referred in Paragraph 5(c) above. The financial
information for the year ended March 31, 2023 included in the special purpose
consolidated Ind AS financial statements are based on the previously issued company’s
audited financial statements prepared for the year ended March 31, 2023 in accordance
with the Companies (Accounting Standards) Rules, 2006 and audited & reported by us
on which we have issued an unmodified opinion vide audit report dated May 15, 2023
378and audit of one subsidiaries Mahishi Bakaur Highways Private Limited audited by us
on which we have issued an unmodified opinion vide its audit report dated May 12, 2023,
and which have been translated into figures as per Ind AS adjustments to align with
accounting policies, exemptions and disclosures adopted by the Company, which
includes an Emphasis of Matter paragraph as mentioned below
Emphasis of Matter
We draw attention to Note No. 2.b to the Special Purpose Consolidated Financial
Statements for the year ended March 31, 2023, which describes the purpose and basis of
preparation. The Special Purpose Consolidated Financial Statements have been prepared
by the Company solely for the purpose of preparation of the restated consolidated financial
information as required under the Securities and Exchange Board of India (Issue of Capital
and Disclosure Requirements) Regulations, 2018 as amended from time to time (the
“ICDR Regulations”), which will be included in the Draft Red Herring Prospectus
(“DRHP”), in connection with the proposed initial public offering of the Group. As a
result, the Special Purpose Consolidated Financial Statements may not be suitable for
another purpose.
Our opinion is not modified in respect of the above matter.
7. We did not audit the financial statements of two subsidiaries, Mahishi Bakaur Highways
Private Limited and Chorma Bairgania Highways Private Limited, whose share of total
assets, total revenues, net cash inflow/outflow included in the special purpose Ind AS
consolidated financial statements as at and for the year ended March 31, 2025 and March
31, 2024 which have been audited by APT and Co. LLP and Gianender & Associates
(“Other Auditors”), respectively who conducted the audit for the year ended March 31,
2025 and March 31, 2024 respectively and whose reports have been furnished to us by the
Company’s Management and our opinion on special purpose Ind AS consolidated
financial statements as at and for the year ended March 31, 2025 and March 31, 2024 in
so far as it relates to the amounts and disclosures included in respect of these components,
is based solely on the reports of the other auditors.
(Rs. in million)
Particulars March 31, 2025 March 31, 2024
Total Assets 5006.21 2150.30
Total Revenue 4974.64 1660.27
Net Cash inflow /(Outflow) 8416.90 2634.50
We did not audit the financial statements of joint operations, whose share of profit/(loss),
as considered in the Special Purpose Consolidated Financial Statements, for the relevant
year is tabulated below, which have been audited by other auditor referred in para 5(c)
Table B above, whose report have been furnished to us by the Management and our
opinion on the Consolidated Financial Statements and Special Purpose Consolidated
Financial Statements, in so far as it relates to the amounts and disclosures included in
respect of aforesaid associate, is based solely on the report of other auditors:
Rs. (in millions except as stated otherwise)
Particulars For the year For the year For the year
ended March ended March ended March
2025 2024 2023
No. of Joint Operations 3 2 1
379Share of profit/ (loss) in 1.16 0.90 0.09
its Joint Operations
(absorbed)
Share of profit/ (loss) in NIL NIL NIL
its Joint Operations
(unabsorbed)
Our opinion on the consolidated financial statements and the Special Purpose
Consolidated Financial Statements is not modified in respect of the above matters.
The Other Auditors have confirmed that the audited financial information of the relevant
subsidiaries:
a. has been prepared after incorporating adjustments if any, for the changes in accounting
policies, material errors, regrouping/ reclassifications retrospectively in the financial year
ended 31 March 2024, and 31 March 2023 to reflect the same accounting treatment as
per the accounting policies and grouping/ classifications followed as at and for the year
ended March 31, 2025
b. does not contain any qualifications requiring adjustments; and
c. have been prepared in accordance with the Act, ICDR Regulations and the Guidance
Note.
Our opinion on the Restated Consolidated Financial statements is not modified in respect
of this matter.
8. Based on our examination and according to the information and explanations given to us, we
report that the Restated Consolidated Financial Information of the company:
a. have been prepared after incorporating adjustments for the changes in accounting
policies, material errors and regrouping/reclassifications retrospectively in the financial
years ended March 31, 2024 and March 31, 2023 to reflect the same accounting treatment
as per the accounting policies and grouping/classifications, to the extent applicable
followed as at and for the year ended March 31, 2025;
b. does not contain any qualification or Emphases of matters in the auditor’s reports
requiring any adjustments.
c. have been prepared in accordance with the Act, ICDR Regulations and the Guidance
Note, as applicable.
9. We have not audited any financial statements of the Group and its associates at any date or
for any period subsequent to March 31, 2025. Accordingly, we express no opinion on the
financial position, results of operations, cash flows and statement of changes in equity of the
Group and it associate as at any date or for any period subsequent to March 31, 2025.
10. 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.
38011. The Restated Financial Information do not reflect the effects of events that occurred
subsequent to the respective dates of the reports on the audited consolidated financial
statements and the audited special purpose consolidated financial statements as mentioned
in paragraph 5 above.
12. The examination report should not in any way be construed as a reissuance or re-dating of
any of the previous audit reports issued by us, the other auditors, nor should this report be
construed as a new opinion on any of the financial statements referred to herein.
13. We have no responsibility to update our report for events and circumstances occurring after
the date of the report.
Restriction on use
14. Our report is intended solely for use of the Board of Directors for inclusion in the DRHP to
be filed with the SEBI, the ROC and the Stock Exchanges in connection with the proposed
IPO. Our report should not be used, referred to, or distributed for any other purpose except
with our prior consent in writing. Accordingly, we do not accept or assume any liability or
any duty of care for any other purpose or to any other person to whom this report is shown
or into whose hands it may come without our prior consent in writing.
For, S. K. Singla & Associates
Chartered Accountants
FRN: 005903N
Suresh Kumar Singla
Partner
Membership Number: 082526
UDIN 25082526BMGFWO6874
Place : Hisar
Date : September 26, 2025
381Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Restated Consolidated Statement of Assets and Liabilities
(All amounts in ₹ millions, unless otherwise stated)
As at As at As at
Particulars Notes
March 31, 2025 March 31, 2024 March 31, 2023
Assets
Non- current assets
Property, plant and equipment 3 1 ,279.34 994.92 627.25
Right-of-use assets 4 8 .71 16.82 14.13
Investment property 5 4 1.44 41.90 41.61
Contract assets 7 3 ,866.29 1,051.42 -
Financial assets
Investments 6 4 .76 4.04 -
Other financials assets 8 1 34.30 140.08 157.49
Income tax assets (net) 1 0 - 3.97 -
Deferred tax assets (net) 3 8 2 44.62 20.43 1.53
Other non-current assets 9 4 36.98 101.21 1.58
Total non current assets 6 ,016.44 2,374.79 843.59
Current assets
Inventories 1 1 1 ,409.23 662.87 366.68
Financial assets
Trade receivables 1 2 7 63.04 769.94 367.13
Cash and cash equivalents 1 3 6 84.54 1,135.79 549.83
Bank balance other than cash and cash equivalents 1 4 3 73.41 528.04 411.88
Other financials assets 1 5 6 84.99 215.58 152.22
Other current assets 1 6 6 02.51 357.31 175.91
Total current assets 4 ,517.72 3,669.53 2,023.65
Total assets 1 0,534.16 6,044.32 2,867.24
Equity and liabilities
Equity
Equity share capital 1 7 9 51.32 26.43 24.73
Other equity 1 8 3 ,213.86 2,542.88 1,351.23
Minority interest - 0.66 -
Total equity 4 ,165.18 2,569.97 1,375.96
Non-current liabilities
Financial liabilities
Borrowings 1 9 3 ,027.47 411.06 181.31
Lease liabilities 2 2 1 .54 2.64 6.38
Other financial liabilities 2 0 3 .61 26.25 23.91
Provisions 2 1 2 3.73 19.39 15.09
Contract liabilities 2 6 - 379.75 -
Deferred tax liabilities (net) - - -
Total non current liabilities 3 ,056.35 839.09 226.69
Current liabilities
Financial liabilities
Borrowings 2 3 1 ,813.41 1,200.59 575.46
Lease liabilities 2 2 3 .26 10.18 7.64
Trade payables 2 4
- Total outstanding dues of micro enterprises and
small enterprises 5 82.25 434.88 -
- Total outstanding dues of creditors other than micro
enterprises and small enterprises 1 67.22 531.28 455.55
Other financial liabilities 2 5 2 73.42 50.51 48.14
Provisions 2 8 3 .48 3.08 2.71
Contract liabilities 2 6 2 55.09 69.09 63.51
Other current liabilities 2 7 1 94.48 335.65 107.43
Income tax liabilities (net) 2 0.02 - 4.15
Total current liabilities 3 ,312.63 2,635.26 1,264.59
Total liabilities 6 ,368.98 3,474.35 1,491.28
Total equity and liabilities 1 0,534.16 6,044.32 2,867.24
Corporate information and material accounting policies
The accompanying notes are an integral part of the financial statements
As per our report of even date attached
For S.K. Singla & Associates. For and on the behalf of board of directors
Chartered Accountants Dhariwal Buildtech Limited
FRN: 005903N
Suresh Kumar Singla Chet Ram Dhariwal Mohinder Singh Dhariwal Aditya Dhariwal
Partner Chairman & Managing Director Whole Time Director Chief Executive Officer
M.No. 082526 DIN: 03135648 DIN: 09244227
Place: Hisar
Date: September 26, 2025 Anil Kumar Gaurav Batra
Chief Financial Officer 3 8 2 Company Secretary
M.No. A72967Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Restated Consolidated Statement of Profit and Loss
(All amounts in ₹ millions, unless otherwise stated)
For the year ended For the year ended For the year ended
Particulars Notes March 31, 2025 March 31, 2024 March 31, 2023
Income
Revenue from operations 29 1 1,529.80 9 ,211.23 6,185.11
Other income 30 55.51 45.28 1 6.80
Total income 1 1,585.31 9 ,256.51 6,201.91
Expenses
Cost of materials consumed 31 2 ,533.05 2 ,558.32 1,633.40
Cost of contract work 32 5 ,608.36 4 ,324.55 2,992.19
Employee benefits expense 33 634.09 424.48 346.47
Finance costs 34 397.98 138.60 6 8.66
Depreciation and amortization expense 35 246.59 163.15 140.30
Other expenses 36 288.62 209.48 160.18
Total expenses 9 ,708.69 7 ,818.58 5,341.20
Prior Period Items - - -
Profit before tax 1 ,876.62 1 ,437.93 860.71
Tax expense
Current tax 494.92 355.37 225.64
Deferred tax (net) (224.20) (18.89) (8.81)
Total tax expense 270.72 336.48 216.83
Profit for the year 1 ,605.90 1 ,101.45 643.88
Other comprehensive income
Items that will not to be reclassified to profit or loss in subsequent years:
Net gain/(loss) on FVTOCI equity securities - - -
Re-measurement losses on defined benefit plan 2.55 2.08 (2.31)
Income tax effect - - -
Other comprehensive income for the year, net of tax 2.55 2.08 (2.31)
Total comprehensive income for the year 1 ,608.45 1 ,103.53 641.57
Earnings per equity share (Face value of 10 eaach)
Basic 37 16.91 429.85 284.88
Diluted 37 16.91 429.85 284.88
Basic and diluted (Restated) (₹) 37 16.91 11.94 7.91
Corporate information and material accounting policies
The accompanying notes are an integral part of the financial statements
As per our report of even date attached
For S.K. Singla & Associates. For and on the behalf of board of directors
Chartered Accountants Dhariwal Buildtech Limited
FRN: 005903N
Suresh Kumar Singla Chet Ram Dhariwal Mohinder Singh Dhariwal Aditya Dhariwal
Partner Chairman & Managing Director Whole Time Director Chief Executive Officer
M.No. 082526 DIN: 03135648 DIN: 09244227
Place: Hisar
Date: September 26, 2025 Anil Kumar Gaurav Batra
Chief Financial Officer Company Secretary
M.No. A72967
383Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Restated Consolidated Statement of Cash Flows
(All amounts in ₹ millions, unless otherwise stated)
For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
A. CASH FLOW FROM OPERATING ACTIVITIES
Profit Before Tax 1 ,876.62 1,437.93 860.71
Adjustment for:-
Depreciation and amortisation 246.59 163.15 140.30
Interest income (39.74) (36.07) (10.66)
Provision for gratuity & leave encashment 4.74 4.67 8.12
Re-measurement losses on defined benefit plan 2.55 2.08 (2.31)
(Profit)/Loss on sale/discard of fixed assets (Net) 5.51 (0.43) -
Finance Cost 324.70 104.31 50.65
Operating Profit Before Working Capital Changes 2 ,420.95 1,675.64 1,046.81
Change in working capital
(Increase)/decrease in trade Receivable 6.90 (402.81) (55.35)
(Increase)/decrease in inventories (746.36) (296.19) (160.24)
(Increase)/decrease in other financial assets (481.72) (98.48) 36.47
(Increase)/decrease in other assets (580.97) (281.03) (21.65)
Increase/(decrease) in other financial liabilities 200.27 4.71 23.34
Increase/(decrease )in trade payables (216.69) 510.61 40.40
Increase/(decrease) in other liabilites (141.17) 228.22 87.81
(Increase)/decrease in contract assets (2,814.87) (1,051.42) -
Increase/(decrease) in contract liabilities (193.75) 385.33 (103.76)
Cash generated/ used in operating activities (2,547.42) 674.59 893.82
Income tax paid (470.93) (363.49) (231.94)
Net cash generated/ used in operating activities (3,018.35) 311.10 661.88
B. CASH FLOW FROM INVESTING ACTIVITIES
Purchase of property, plant & equipment and intangible assets (524.71) (519.71) (158.34)
Investment in mutual fund ( 0.72) (4.04) -
Purchase of Investment property 0.01 (0.74) (4.50)
Interest income 41.61 31.90 10.01
Investment in deposit 170.84 (59.44) (445.54)
Net cash generated from investing activities (312.97) (552.03) (598.37)
C. CASH FLOW FROM FINANCING ACTIVITIES
Proceeds from borrowings 3 ,229.24 854.87 287.55
Proceeds from share capital including security premium - 95.01 130.02
Finance cost (323.96) (103.05) (48.98)
Repayment of Lease liability (11.99) (15.40) (9.27)
Share Related Expenses (12.58) (5.19) -
Minority interest ( 0.66) 0.66 -
Net cash used in financing activities 2 ,880.05 826.90 359.31
D. Net change in cash & cash equivalents (A+B+C) (451.25) 585.96 422.83
E. Opening balance of cash and cash equivalents 1 ,135.79 549.83 127.00
F. Cash & cash equivalents (Closing balance) (D+E) 684.54 1,135.79 549.83
Reconciliation of cash and cash equivalents:
Particulars As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Cash on hand 3.11 2.40 1.96
Balances with banks
- On current accounts 54.34 863.39 222.79
Deposits with original maturity of more than 3 months but less than 12 months 627.09 270.00 325.08
Total 684.54 1,135.79 549.83
# The Statement of Cash Flows has been prepared under the Indirect method as set out in Ind AS 7 on Statement of Cash Flows notified under Section 133 of the Companies
Act, 2013, read together with Paragraph 7 of the Companies (Indian Accounting Standard) Rules 2015 (as amended).
For S.K. Singla & Associates. For and on the behalf of board of directors
Chartered Accountants Dhariwal Buildtech Limited
FRN: 005903N
Suresh Kumar Singla Chet Ram Dhariwal Mohinder Singh Dhariwal Aditya Dhariwal
Partner Chairman & Managing Director Whole Time Director Chief Executive Officer
M.No. 082526 DIN: 03135648 DIN: 09244227
Place: Hisar
Date: September 26, 2025 Anil Kumar Gaurav Batra
Chief Financial Officer Company Secretary
M.No. A72967
384Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Restated Consolidated Statement of Changes in Equity
(All amounts in ₹ millions, unless otherwise stated)
A. Equity share capital
Particulars As at As at
March 31, 2025 March 31, 2024
No. of shares Amount No. of shares Amount
Balance at the beginning of the year 2 6,42,550 2 6.43 2 4,72,900 24.73
Changes in Equity Share Capital during the year 9 ,24,89,250 9 24.89 1 ,69,650 1.70
Balance at the end of the year 9 ,51,31,800 9 51.32 2 6,42,550 26.43
Particulars As at As at
March 31, 2023 April 1st, 2022
No. of shares Amount No. of shares Amount
Balance at the beginning of the year 2 0,39,500 2 0.39 2 0,39,500 20.39
Changes in Equity Share Capital during the year 4 ,33,400 4 .34 - -
Balance at the end of the year 2 4,72,900 2 4.73 2 0,39,500 20.39
B. Other Equity
Other comprehensive
income (OCI)
Reserves and Surplus
Items that will not be
Particulars Reclassified to profit Total other equity
or loss
Securities Premium Retained Earnings
Remeasurement of
the net defined
benefit plans
As at 01 April 2022 - 5 82.78 1 .20 583.98
Profit for the year - 6 43.88 - 643.88
Other comprehensive income for the year - - ( 2.31) (2.31)
Premium on shares issued during the year 1 25.68 - - 125.68
As at March 31, 2023 1 25.68 1 ,226.66 ( 1.11) 1,351.23
Profit for the year - 1 ,101.45 - 1,101.45
Other comprehensive income for the year - - 2 .08 2.08
Premium on shares issued during the year 9 3.31 - - 93.31
Share Related Expenses - ( 5.19) - (5.19)
As at March 31, 2024 2 18.99 2 ,322.92 0 .97 2,542.88
Profit for the period - 1 ,605.90 - 1,605.90
Other comprehensive income for the year - - 2 .55 2.55
Bonus share issued during the year ( 218.99) ( 705.90) - (924.89)
Share Related Expenses - ( 12.58) - (12.58)
As at March 31, 2025 - 3 ,210.34 3 .52 3,213.86
The accompanying notes are an integral part of the financial statements
As per our report of even date attached
For S.K. Singla & Associates. For and on the behalf of board of directors
Chartered Accountants Dhariwal Buildtech Limited
FRN: 005903N
Suresh Kumar Singla Chet Ram Dhariwal Mohinder Singh Dhariwal Aditya Dhariwal
Partner Chairman & Managing Director Whole Time Director Chief Executive Officer
M.No. 082526 DIN: 03135648 DIN: 09244227
Place: Hisar
Date: September 26, 2025 Anil Kumar Gaurav Batra
Chief Financial Officer Company Secretary
M.No. A72967
385DHARIWAL BUILDTECH LIMITED
Notes to the Restated Financial Statements
1. Corporate Information
Dhariwal Buildtech Limited (‘the Company’) is a public limited company domiciled in India and incorporated on
02nd May, 2016 under the provisions of Companies Act, 2013 as public limited company vide CIN:
U45209HR2016PLC063908 under the name & style of SKC Infra Limited and later changed to Dhariwal Buildtech
Limited w.e.f. 19th July 2018. The registered address of the company is 72P, Sector-15AP, Hisar, Haryana, India-
125001.
Dhariwal Buildtech Limited is a construction company providing Engineering, Procurement and construction
(EPC) services including Infrastructure facilities such as Highways, expressways, Flyovers/Bridges/Road-over-
bridges/ Road-under-bridges and Tunnels etc. The company is also engaged in Hybrid Annuity Model (HAM
projects) across India through its subsidiaries.
Dhariwal Buildtech Limited is one of the fastest growing company engaged in the business of construction work.
2. Significant Accounting Policies
(a) Statement of Compliance
The Restated Consolidated Financial Statements have been prepared in accordance with Indian Accounting
Standards (IND AS) as prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian
Accounting Standards) Rules, 2015 as amended time to time and relevant provisions of the Companies Act, 2013
and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant
Schedule III). The Financial Statements comply with IND AS notified by Ministry of Corporate Affairs
(“MCA”). The Company has consistently applied the accounting policies used in the preparation for all periods
presented.
(b) Basis of Preparation of and compliance with Ind AS
The Restated Summary Statements comprises of the Restated Statement of Assets and Liabilities of the Company
as at March 31, 2025 , March 31, 2024, and March 31, 2023 the related Restated Statement of Profit and Loss
(including Other Comprehensive Income), the Restated Statement of Cash Flows and the Restated Statement of
Changes in Equity for years ended March 31, 2025, March 31, 2024, and March 31, 2023, and the summary of
Significant Accounting Policies and explanatory Notes to the Restated Financial Statements (Collectively the
“Restated Summary Statements”).
These Restated Summary Statements have been prepared by the Management of the Company in accordance
with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended from time to time, issued by the Securities and Exchange Board of India ('SEBI') on September
11, 2018, in pursuance of the Securities and Exchange Board of India Act, 1992 ("ICDR Regulations") for the
purpose of inclusion in the Draft Red Herring Prospectus ("DRHP" or "Offering Document") in connection with
the proposed initial public offering of equity shares of face value of Rs. 10 each of the Company comprising a
fresh issue of equity shares (The “Offer”). These Restated Summary Statements have been prepared by 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 ("ICDR Regulations"); and
386C) 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 Summary Statements have been compiled by the Management from –
a) Audited Financial Statements of the Company as at and for the year ended March 31, 2025, March 31,
2024, and March 31, 2023, which were prepared in accordance with the 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, at the relevant time, which have been
approved by the Board of Directors at its meeting held on September 26, 2025.
The accounting policies have been consistently applied by the Company in preparation of the Restated
Summary Statements and are consistent with those adopted in the preparation of Audited Financial
Statements for the year ended March 31, 2025. These Restated Summary Statements have been
prepared by the Company on the basis that it will continue to operate as a going concern.
The financial statements have been prepared on a historical cost basis, except for the following assets
and liabilities which have been measured at fair value or revalued amount:
● Derivative financial instruments
● Certain other financial assets and liabilities which have been measured at fair value (refer
accounting policy regarding financial statements)
The Financial Statements are presented in Indian Rupees (Rs.) and all values are rounded to the nearest
Millions (Rs. 1,000,000) except wherever otherwise stated
(c) Basis of Consolidation
The Consolidated financial information include the financial statements of the Company and its subsidiaries.
Subsidiaries
Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to,
or has rights to, variable returns from its involvement with the entity and has the ability to affect those
returns through its power over the entity. Power is demonstrated through existing rights that give the ability
to direct relevant activities, those which significantly affect the entity's returns. The financial statements of
subsidiaries are included in the restated consolidated financial information from the date on which control
commences until the date on which control ceases.
The standalone financial statements of the company and financial statements of the subsidiaries are
consolidated on a line-by-line basis by adding together the book values of like items of assets, liabilities,
incomes and expenses, after eliminating intra-Company balances, intra-Company transactions and any
unrealised incomes and expenses arising from intra-Company transactions. These restated consolidated
financial information are prepared by applying uniform accounting policies in use at the Company.
When the Company loses control over a subsidiary, it derecognises the assets and liabilities of the
subsidiary, and any related NCI and other components of equity. Any interest retained in the former
subsidiary is measured at fair value at the date the control is lost. Any resulting gain or loss is recognised in
the restated consolidated Statement of profit and loss.
(d) Summary of Significant Accounting Policies
(A) Current vs Non-Current Classification
The Company presents assets and liabilities in the balance sheet based on current/non-current classification.
387An asset is treated as current when it is:
● Expected to be realised or intended to be sold or consumed in normal operating cycle;
● Held primarily for the purpose of trading;
● Expected to be realised within twelve months after the reporting period, or
● Cash or Cash Equivalent unless restricted from being exchanged or used to settle liability for at
least twelve months after the reporting period.
All other assets are classified as non-current
A liability is treated as 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.
Deferred Tax Assets and Liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash
and cash equivalents. The Company has identified twelve months as its operating cycle.
(B) Fair Value Measurement
Fair value is the price that would be received on selling an asset or paid on transferring a liability in an
orderly transaction between market participants at the measurement date. The fair value measurement is
based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
● In the principal market for the asset or liability, or
● In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
The fair value of an asset or a liability is measured using the assumptions that market participants would
use when pricing the asset or liability, assuming that market participants act in their economic best interest
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant
that would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient
data is available to measure fair value, maximizing the use of relevant observable inputs and minimizing
the use of unobservable inputs.
Fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the
fair value measurements are observable and the significance of the inputs to the fair value measurement in
its entirety, which are described as follows:
● Level 1 inputs are quoted prices in active markets for identical assets or liabilities that entity can
access at measurement date
● Level 2 inputs are inputs, other than quoted prices included in Level 1, that are observable for the
asset or liability, either directly or indirectly; and
● Level 3 inputs are unobservable inputs for the asset or liability.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization
388(based on the lowest level input that is significant to the fair value measurement as a whole) at the end of
each reporting period.
For the purpose of fair value Disclosures, the Company has determined classes of assets and liabilities on
the basis of the nature, characteristics and risks of the asset or liability and the level of the fair value
hierarchy as explained above.
(C) Property, Plant and Equipment (PPE) & Intangible Assets and Depreciation
Property, Plant and Equipment
Property, Plant and Equipment are carried at cost of acquisition net of recoverable taxes, any trade discounts
and rebates and accumulated depreciation. The cost comprises of purchase price including import duties,
other non-refundable taxes/ levies, borrowing cost and any other expenses directly attributable to bringing
the asset to its current location and working condition for its intended use.
PPE is recognised when it is probable that future economic benefits associated with the item will flow to
the company and the cost of the item can be measured reliably. Gains or losses arising from de-recognition
of property, plant and equipment are measured as the difference between the net disposal proceeds and the
carrying amount of the asset and are recognized in the Statement of Profit and Loss when the asset is
derecognized.
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.
Particulars Building Furniture Vehicles Plant and Computer Office
and Machinery equipment
fixtures
Useful lives 30 years 10 years 10 years 15 years 3 years 5 years
Rate of 9.50% 25.89% 25.89% 18.10% 63.16% 45.07%
Depreciation
Intangible Assets
The Company does not recognize any intangible assets as per the criteria set out in Ind AS 38 - Intangible
Assets. As there are no intangible assets in the books of accounts, no amortization, impairment testing, or
related disclosures are applicable for the reporting period.
Depreciation
Depreciation is recognized using written down value Method so as to write off the cost of the assets (other
than freehold land) less their residual values over their useful lives specified in Schedule II to the Companies
Act, 2013, or in the case of assets where the useful life was determined by technical evaluation, over the
useful life so determined. Depreciation method is reviewed at each financial year end to reflect the expected
pattern of consumption of the future economic-benefits embodied in the asset.
Where cost of a part of the asset ("asset component") is significant to total cost of the asset and useful life
of that part is different from the useful life of the remaining asset, useful life of that significant part is
determined separately and such asset component is depreciated over its separate useful life.
Depreciation on additions to / deductions from, owned assets is calculated pro rata to the period for which
asset is available for use.
389Depreciation charge for impaired assets is adjusted in future periods in such a manner that the revised
carrying amount of the asset is allocated over its remaining useful life.
Assets acquired under finance leases are depreciated on a written down value basis over the lease term.
Where there is reasonable certainty that the company shall obtain ownership of the assets at the end of the
lease term, such assets are depreciated based on the useful life prescribed under Schedule II to the
Companies Act, 2013 or based on the useful life adopted by the company for similar assets.
Freehold land is not depreciated
(D) Impairment of Non-Financial Assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired.
If any indication exists, or when annual impairment testing for an asset is required, the Company estimates
the asset's recoverable amount. An asset's recoverable amount is the higher of an asset or cash-generating
units' (CGU) net selling price and its value in use. The recoverable amount is determined for an individual
asset, unless the asset does not generate cash inflows that are largely, independent of those from other assets
or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the
asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the
estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset. In determining net
selling price, recent market transactions are taken into account, if available. If no such transactions can be
identified, an appropriate valuation model is used. These calculations are corroborated by valuation
multiples, quoted share prices for publicly traded companies or other available fair value indicators.
Impairment losses on non-financial asset, including impairment on inventories, are recognized in the
statement of profit and loss, except for properties previously revalued with the revaluation surplus taken to
OCI. For such properties, the impairment is recognised in OCI upto the amount of any previous revaluation
surplus.
After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining
useful life.
An assessment is made at each reporting date to determine whether there is an indication that previously
recognised impairment losses no longer exist or have decreased. If such indication exists, the Group
estimates the asset's or CGU's recoverable amount. A previously recognised impairment loss is reversed
only if there has been a change in the assumptions used to determine the asset's recoverable amount since
the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does
not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net
of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is
recognised in the statement of profit or loss unless the asset is carried at a revalued amount, in which case,
the reversal is treated as a revaluation increase.
Intangible assets with indefinite useful lives are tested for impairment annually at the CGU level, as
appropriate; and when circumstances indicate that the carrying value may be impaired
(E) Non-Current Assets Held for Sale
The Company classifies non-current assets and disposal groups as 'Held for Sale' if their carrying amounts
will be recovered principally through a sale rather than through continuing use and sale is highly probable
i.e. actions required to complete the sale indicate that it is unlikely that significant changes to the sale will
be made or that the decision to sell will be withdrawn.
390Non-current assets held for sale and disposal groups are measured at the lower of their carrying amount and
the fair value less costs to sell. Assets and liabilities classified as held for sale are presented separately in
the balance sheet.
Property, Plant and Equipment and intangible assets once classified as held for sale are not depreciated or
amortized.
(F) Earning Per Share
Basic EPS amounts are calculated by dividing the profit for the year attributable to the shareholders of the
Company by the weighted average number of equity shares outstanding as at the end of reporting period.
Diluted EPS amounts are calculated by dividing the profit attributable to the shareholders of the Company
by the weighted average number of equity shares outstanding during the 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
(G) 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.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term
deposits, as defined above, net of outstanding bank overdrafts as they are considered an integral part of the
Company's cash management.
(H) Contingent Liabilities and Contingent Assets
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed
by the occurrence or non-occurrence of one or more uncertain future events beyond 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 its existence in the financial statements.
Contingent assets are only disclosed when it is probable that the economic benefits will flow to the entity.
(I) Investment Property
Properties, including those under construction, held to earn rentals and/or capital appreciation are classified
as investment property and measured and reported at cost, including transaction costs.
Depreciation is recognised using written down value method so as to write off the cost of the investment
property less their residual values over their useful lives specified in Schedule II to the Companies Act,
2013 or in case of assets where the useful life was determined by technical evaluation, over the useful life
so determined. Depreciation method is reviewed at each financial year end to reflect the expected pattern of
consumption of the future benefits embodied in the investment property. The estimated useful life and
residual values are also reviewed at each financial year end and the effect of any change in the estimates of
useful life/ residual value is accounted on prospective basis. For the purpose of Useful life considered for
depreciation has been referred in point C above for Building.
391Freehold land and properties under construction are not depreciated.
An investment property is derecognised upon disposal or when the investment property is permanently
withdrawn from use and no future economic benefits are expected from the disposal. Any gain or loss arising
on derecognition of property is recognised in the Statement of Profit and Loss in the same period
(J) Inventories
Inventories which comprise Construction Material, Work in progress, stores & spares and Consumables are
valued at the lower of cost and net realizable value.
The basis of determining costs for various categories of inventories is as follows –
(i) Construction Materials
Construction Material is valued at lower of cost or net realizable value. Cost ascertained on FIFO Basis
includes all the purchase price, duties and taxes which are not recoverable from government authorities,
freight inwards and other expenditure directly attributable to the acquisition.
Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs
of completion and estimated costs necessary to make the sale.
(ii) Stores & Spares and Consumables
It includes cost of purchase and other costs incurred in bringing the inventories to their present location
and condition.
(iii) Work-in-progress
Lower of cost and net realizable value. Cost includes direct materials and labour and a proportion of
Construction overheads based on normal operating capacity.
(iv) Traded Goods
Lower of cost and net realizable value. Cost ascertained on FIFO Basis includes all the purchase price,
duties and taxes which are not recoverable from government authorities, freight inwards and other costs
incurred in bringing to their present location and condition.
Net realizable value is the estimated selling price, in the ordinary course of business, less estimated
costs of completion and estimated costs necessary to make the sale.
(K) Leases
(i) Company as a Lessee
The Company applies a single recognition and measurement approach for all leases, except for short-term
leases and leases of low-value assets. The Company recognizes lease liabilities to make lease payments and
right-of-use assets representing the right to use the underlying assets.
3921) Right-of-Use Assets
The Company recognizes right-of-use assets at the commencement date of the lease. Right-of-use assets are
measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-
measurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities
recognised, initial direct costs incurred, lease payments made at or before the commencement date less any
lease incentives received. Right-of-use assets are depreciated on a Straight-Line basis from the
commencement date to the end of lease term.
If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the
exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment as mentioned in the Impairment of non-financial assets
section of the accounting policies of the company.
2) Lease Liabilities
At the commencement date of the lease, the Company recognizes lease liabilities measured at the present
value of lease payments to be made over the lease term. The lease payments include fixed payments less
any lease incentives receivable, variable lease payments that depend on an index or a rate, and amounts
expected to be paid under residual value guarantees. The lease payments also include the exercise price of
a purchase option reasonably certain to be exercised by the Company and payments of penalties for
terminating the lease, if the lease term reflects the Company exercising the option to terminate. Variable
lease payments that do not depend on an index or a rate are recognised as expenses in the period in which
the event or condition that triggers the payment occurs.
In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the
lease commencement date because the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest
and reduced for the lease payments made. In addition, the carrying amount of lease liabilities is re-measured
if there is a modification, a change in the lease term, a change in the lease payments or a change in the
assessment of an option to purchase the underlying asset.
3) Short Term Leases and Leases of Low Value Assets
The Company applies the short-term lease recognition exemption to its short-term leases of machinery and
equipment. It also applies the lease of low-value assets recognition exemption to leases that are considered
to be low value. Lease payments on short-term leases and leases of low-value assets are recognised as
expense on a straight-line basis over the lease term.
(ii) Company as a Lessor
Leases in which the Company does not transfer substantially all the risks and rewards incidental to
ownership of an asset are classified as operating leases. Rental income arising is accounted for on a straight-
line basis over the lease terms. Initial direct costs incurred in negotiating and arranging an operating lease
are added to the carrying amount of the leased asset and recognised over the lease term on the same basis
as rental income. Contingent rents are recognised as revenue in the period in which they are earned.
393(L) Financial Instruments
(i) Initial Recognition
Financial instruments i.e. Financial Assets and Financial Liabilities are recognised when the Company
becomes a party to the contractual provisions of the instruments. Financial instruments are initially
measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial
instruments (other than financial instruments at fair value through profit or loss) are added to or deducted
from the fair value of the financial instruments, as appropriate, on initial recognition. Transaction costs
directly attributable to the acquisition of financial instruments assets or financial liabilities at fair value
through profit or loss are recognised in profit or loss.
(ii) Financial Assets
Subsequent Measurement
All recognised financial assets are subsequently measured at amortized cost using effective interest
method except for financial assets carried at fair value through Profit and Loss (FVTPL) or fair value
through Other Comprehensive Income (FVTOCI).
1) Equity Investments in Subsidiaries, Associates and Joint Ventures/Joint Operations
The Company accounts for its investment in subsidiaries, joint ventures and associates and other equity
investments in subsidiary companies at cost in accordance with Ind AS 27 - 'Separate Financial
Statements'.
Joint operations refer Note No. 51(b)
2) Equity Instruments (Other than investments in subsidiaries, associates and Joint Ventures)
All equity investments falling within the scope of Ind-AS 109 are mandatorily measured at Fair Value
through Profit and Loss (FVTPL) with all fair value changes recognized in the Statement of Profit and
Loss.
The Company has an irrevocable option of designating certain equity instruments as FVTOCI. Option
of designating instruments as FVTOCI is done on an instrument-by-instrument basis. The classification
made on initial recognition is irrevocable.
If the Company decides to classify an equity instrument as FVTOCI, then all fair value changes on the
instrument are recognized in Statement of Other Comprehensive Income (SOCI). Amounts from SOCI
are not subsequently transferred to profit and loss, even on sale of investment
3) De-recognition
A financial asset is primarily derecognized when the rights to receive cash flows from the asset have expired,
or the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation
to pay the received cash flows in full without material delay to a third party under a pass through the
arrangement; and with that –
a) the Company has transferred substantially all the risks and rewards of the asset, or
b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but
has transferred control of the asset.
3944) Impairment of Financial Assets
The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets
is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The
Company recognizes lifetime expected losses for all trade receivables and/or contract assets that do not
constitute a financing transaction. For all other financial assets, expected credit losses are measured at an
amount equal to the 12 month expected credit losses or at an amount equal to the life time expected credit
losses if the credit risk on the financial asset has increased significantly since initial recognition.
(iii) Financial Liabilities
Classification
Financial liabilities and equity instruments issued by the Company are classified according to the substance
of the contractual arrangements entered into and the definitions of a financial liability and an equity
instrument.
Subsequent Measurement
The company have all the borrowings at floating interest rate. Being variable interest rate, it is not possible
to estimate future cash flows. Borrowings are recognised initially at an amount equal to the principal
receivable or payable on maturity. So, re-estimating the future cash flows has no significant impact on the
carrying value of Borrowings. Transaction costs are not material to be included in the EIR calculation. So
the carrying value is being considered as amortized cost for all the borrowings bearing a floating interest
rate. For trade and other payables maturing within one year from the balance sheet date, the carrying are
Amortized Cost.
Financial Liabilities recognised at FVTPL, including derivatives, are subsequently measured at fair value.
1) Compound Financial Instruments
Compound financial instruments issued by the company is an instrument which creates a financial liability
on the issuer and which can be converted into fixed number of equity shares at the option of the holders.
Such instruments are initially recognised by separately accounting the liability and the equity components.
The liability component is initially recognised at the fair value of a comparable liability that does not have
an equity conversion option. The equity component is initially recognised as the difference between the fair
value of the compound financial instrument as a whole and the fair value of the liability component. The
directly attributable transaction costs are allocated to the liability and the equity components in proportion
to their initial carrying amounts.
Subsequent to initial recognition, the liability component of the compound financial instrument is measured
at amortised cost using the effective interest method. The equity component of a compound financial
instrument is not re-measured subsequently
2) Financial Guarantee Contracts
Financial guarantee contracts are initially recognised as a liability at fair value. The liability is subsequently
measured at carrying amount less amortization or amount of loss allowance determined as per impairment
395requirements of Ind AS 109, whichever is higher. Amortization is recognised as finance income in the
Statement of Profit and Loss.
3) De-recognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or
expires
Offsetting Financial Instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is
a legally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis
or realize the asset and settle the liability simultaneously.
Re-Classification of Financial Instruments
The Company determines classification of financial assets and liabilities on initial recognition. After initial
recognition, no reclassification is made for financial assets, such as equity instruments designated at FVTPL
or FVTOCI and financial liabilities or financial assets which are debt instruments, a reclassification is made
only if there is a change in the business model for managing those assets.
(M) Revenue Recognition
(i) Revenue
Revenue from contracts with customers is recognised when control of the goods 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. The Company has generally concluded that it is the principal in its
revenue arrangements because it typically controls the goods before transferring them to the customer.
1) Revenue from Construction Contracts
Performance obligation in case of long – term construction contracts is satisfied over a period of time, since
the Company creates an asset that the customer controls as the asset is created and the Company has an
enforceable right to payment for performance completed to date if it meets the agreed specifications.
The stage of completion is measured by input method i.e. the proportion that costs incurred to date bear to
the estimated total costs of a contract. The percentage of completion method (an input method) is the most
faithful depiction of the company’s performance because it directly measures the value of the services
transferred to the customer.
The total costs of contracts are estimated based on technical and other estimates. In the event that a loss is
anticipated on a particular contract, provision is made for the estimated loss. Contract revenue earned in
excess of billing is reflected under as “contract asset” and billing in excess of contract revenue is reflected
under “contract liabilities”.
Revenue billings are done based on milestone completion basis or Go-live of project basis. Retention money
receivable from project customers does not contain any significant financing element, these are retained for
satisfactory performance of contract. In case of long - term construction contracts payment is generally due
upon completion of milestone as per terms of contract. In certain contracts, short-term advances are received
before the performance obligation is satisfied.
396The major component of contract estimate is “budgeted cost to complete the contract” and on assumption
that contract price will not reduce vis-à-vis agreement values. While estimating the various assumptions are
considered by management such as:
● Work will be executed in the manner expected so that the project is completed timely;
● Consumption norms will remain same;
● Cost escalation comprising of increase in cost to compete the project are considered as a part of
budgeted cost to complete the project etc.
Due to technical complexities involved in the budgeting process, contract estimates are highly sensitive to
changes in these assumptions. All assumptions are reviewed at each reporting date.
Services Contracts
For service contracts (including Operation, maintenance contracts and job work contracts) in which the
company has the right to consideration from the customer in an amount that corresponds directly with the
value to the customer of the company’s performance completed to date, revenue is recognized when services
are performed and contractually billable.
Sale of Goods
Revenue from sale of products is recognised at the point in time when control of the asset is transferred to
the customer.
Variable Customers
The nature of the Company’s contracts gives rise to several types of variable consideration, including claims,
unpriced change orders, award and incentive fees, change in law, liquidated damages and penalties. The
company recognizes revenue for variable consideration when it is probable that a significant reversal in the
amount of cumulative revenue recognized will not occur. The company estimates the amount of revenue to
be recognized on variable consideration using the expected value (i.e., the sum of a probability-weighted
amount) or the most likely amount method, whichever is expected to better predict the amount.
The Company’s claim for extra work, incentives and escalation in rates relating to execution of contracts
are recognized as revenue in the year in which said claims are finally accepted by the customers. Claims
under arbitration / disputes are accounted as income based on final award. Expenses on arbitration are
accounted as incurred. Claims – are recognised on its approval from customer / authority / court decision or
its surety of receipt (not on assessment).
2) Insurance & Other Claims
Revenue in respect of claims is recognized when no significant uncertainty exists with regard to the amount
to be realized and the ultimate collection thereof.
(ii) Contract Balances
1) Contract Assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer.
If the Company performs by transferring goods or services to a customer before the customer pays
consideration or before payment is due, a contract asset is recognised for the earned consideration that is
conditional.
397Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables.
Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time,
are reclassified to accounts receivable when they are billed under the terms of the contract.
2) Trade Receivables
A receivable represents the Company's right to an amount of consideration that is unconditional (i.e., only
the passage of time is required before payment of the consideration is due).
3) Contract Liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Company has
received consideration (or an amount of consideration is due) from the customer. If a customer pays
consideration before the Company transfers goods or services to the customer, a contract liability is
recognised when the payment is made, or the payment is due (whichever is earlier). Contract liabilities are
recognised as revenue when the Company performs under the contract.
Contract liabilities include unearned revenue which represent amounts billed to clients in excess of revenue
recognized to date and advances received from customers. For contracts where progress billing exceeds, the
aggregate of contract costs incurred to date plus recognised profits (or minus recognised losses, as the case
may be), the surplus is shown as contract liability and termed as unearned revenue. Amounts received before
the related work is performed are disclosed in the balance sheet as contract liability and termed as advances
received from customers.
(N) Interest Income
For all debt instruments measured at amortized cost or at fair value through other comprehensive income,
interest income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the
estimated future cash payments or receipts over the expected life of the financial instruments or a shorter
period, where appropriate, to the gross carrying amount of the financial asset or to the amortized cost of a
financial liability. When calculating the effective interest rate, the Company estimates the expected
estimated cash flows by considering all the contractual terms of the financial instrument but does not
consider the expected credit loss. Interest income is included under the head "Other Income" in the
statement of profit and loss.
Interest income on bank deposits and advances to vendors is recognized on a time proportion basis taking
into account the amount outstanding and the applicable interest rate. Interest income is included under the
head "Other Income" in the statement of profit and loss.
(O) Borrowing Costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying
asset are capitalized during the period of time that is required to complete and prepare the asset for its
intended use or sale. Qualifying assets are assets that necessarily take a substantial period to get ready for
their intended use or sale.
(i) Borrowing Cost under Service Concession Agreements
Borrowing costs attributable to the construction of qualifying assets under service concession arrangement
classified as intangible asset, are capitalized to the date of its intended use.
398Borrowing costs attributable to concession arrangement classified as financial assets are charged to
Statement of Profit and Loss in the period in which such costs are incurred
(ii) Other borrowing costs are charged to Statement of Profit and Loss in the period in which they are
incurred
(P) Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of
past events for which it is probable that an outflow of resources will be required to settle the obligation and
the amount can be reliably estimated as at the balance sheet date. Provisions are measured based on
management's estimate required to settle the obligation at the balance sheet date and are discounted using a
rate that reflects the time value of money. When discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost.
Other Litigation Claims
Provision for litigation-related obligation represents liabilities that are expected to materialize in respect of
matters in appeal.
Onerous Contracts
A provision for onerous contracts is measured at the present value of the lower expected costs of terminating
the contract and the expected cost of continuing with the contract. Before a provision is established, the
Company recognizes impairment on the assets with the contracts.
(Q) Taxes
Income tax expense for the period is the tax payable on the current period's taxable income based on the
applicable income tax rate and changes in deferred tax assets and liabilities attributable to temporary
differences. The current income tax charge is calculated in accordance with the provisions of the Income
Tax Act 1961.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted
at the end of the reporting period and are expected to apply when the related deferred income tax asset is
realized or the deferred income tax liability is settled.
Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are
recognised for all deductible temporary differences and brought forward losses only if it is probable that
future taxable profit will be available to realize the temporary differences.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and
intends either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised
in other comprehensive income or directly in equity. In this case, the tax is also recognised in other
comprehensive income or directly in equity, respectively.
(R) Employee Benefits
(i) Short-Term Obligations
399All employee benefits falling due wholly within twelve months of rendering the service are classified as
short-term employee benefits. These are expensed as the related service is provided. A liability is recognised
for the amount expected to be paid if the Company has a present legal or constructive obligation to pay this
amount as a result of past service provided by the employee and the obligation can be estimated reliably.
(ii) Post-Employment Obligations i.e.
● Defined benefit plans; and
● Defined Contribution plans
Defined Benefit Plans
The present value of obligation is determined based on actuarial valuation carried out as at the end of each
financial year using the Projected Unit Credit Method.
The obligation is measured at the present value of the estimated future cash flows. The discount rate used
for determining the present value of the obligation under defined benefit plans, is based on the market yield
on government securities, of a maturity period equivalent to the weighted average maturity profile of the
related obligations at the Balance Sheet date.
Re-measurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if
applicable) and the return on plan assets (excluding net interest), is reflected immediately in the balance
sheet with a charge or credit recognised in other comprehensive income in the period in which they occur.
Re-measurement recognised in other comprehensive income is reflected immediately in retained earnings
and is not reclassified to profit or loss. Past service cost is recognised in the statement of profit or loss in the
period of a plan amendment. Net interest is calculated by applying the discount rate at the beginning of the
period to the net defined benefit liability or asset.
Defined Contribution Plans
The Company's contribution to provident fund, employee state insurance scheme, superannuation fund and
National Pension Scheme (NPS) are considered as defined contribution plans and are charged as an expense
as they fall due based on the amount of contribution required to be made and when services are rendered by
the employee.
(S) Interest in Joint Arrangements
As per Ind AS 111 - “Joint Arrangements / investments in joint arrangements” are classified either as joint
operations or joint ventures. The Company has joint operations. The Company recognizes its direct right to
the assets, liabilities, revenues & expenses of joint operations and its share of any jointly held or incurred
assets, liabilities, revenues and expenses. These have been incorporated in the Restated Consolidated
financial statement in appropriate headings. Where the Company participates in a joint operation, where it
does not have joint control and also does not have the right to the assets and obligation of the liabilities
relating to that joint operation, the interest in the same joint operations has been accounted for in accordance
with the applicability of IND AS to that interest.
(T) Significant accounting judgements, estimates and assumptions
The preparation of Financial statements in conformity with Ind AS requires the management to make
judgments, estimates and assumptions that affect the reported amounts of income, expenses, assets and
liabilities and the disclosure of contingent liabilities, at the end of the reporting period. Although these
estimates are based on the management’s best knowledge of current events and actions, uncertainty about
these assumptions and estimates could result in the outcomes requiring a material adjustment to the carrying
amounts of assets or liabilities in future periods. Therefore, actual results could differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting
estimates are recognised in the period in which the estimate is revised if the revision affects only that period,
or in the period of the revision and future periods if the revision affects both current and future periods.
400Judgements
In the process of applying the material accounting policies, management has made the following
judgements, which have the most significant effect on the amounts recognised in the financial statements :
i) Revenue from contracts with customers
The management applied judgements that significantly affect the determination of the amount and timing
of revenue from contracts with customers, such as identifying performance obligations, uncertainty of
variable consideration and estimates on the contract costs.
ii) Valuation of accounts receivable and contract assets in view of credit losses
Accounts receivable and contract assets are material items in the Company’s financial statements. The
Company has concentration of credit exposure on particular customers, being a government organisation,
where there could be delays in collection to various reasons. The management periodically assess the
adequacy of provisions recognised , as applicable, on receivables and contract assets, based on factors such
as credit risk of customer, status of project, discussions with the customer and underlying contractual terms
and conditions. This involves significant judgement.
iii) Financial Instruments
Classification and measurement – Refer note 2(L)
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. The Company based its assumptions and
estimates on parameters available when the Financial Statements were prepared. Existing circumstances and
assumptions about future developments, however, may change due to market changes or circumstances
arising that are beyond the control of the Company. Such changes are reflected in the assumptions when
they occur.
(i) Estimation of contract cost and revenue recognition
Revenue from construction contracts is recognised over a period of time in accordance with IND AS 115,
“Revenue from contracts with Customers”. The contract revenue usually extends over a period 1 to 2 years
and the contact prices are fixed and in few cases subject to clauses with price variances and variable
consideration. In accordance with the Input method prescribed under IND AS 115, the contract revenue is
measured based on the proportion of contract costs incurred for work performed to date relative to the
estimated total costs. This method required the Company to perform an initial assessment of total estimated
costs and reassess the total construction cost at the end of each reporting period to determine the appropriate
percentage of completion. The estimation of total cost to complete the contract involves significant
judgement and estimation throughout the period of contract, as it is subject to revision as the contract
progresses- based on latest available information including physical work done on ground, changes in cost
estimates and need to accrue provision for onerous contracts if any. Besides recognition of revenues based
on actual cost and estimated cost to complete the work at the period end, the measurement recognition of
contract assets (unbilled revenue) and contract liabilities (unearned revenue) related to each of the contract
is also depended on the cost estimates.
(ii) Defined benefit plans (gratuity benefit)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined
using actuarial valuations. An actuarial valuation involves making various assumptions that may differ from
actual developments in the future. These include the determination of the discount rate, future salary
increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a
401defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed
at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for
plans operated in India, the management considers the interest rates of government bonds in currencies
consistent with the currencies of the post-employment benefit obligation .
The mortality rate are current best estimates of the expected mortality rates of plan members, both during
and after employment. Future salary increases and gratuity increases are based on expected future inflation
rates, seniority, promotion and other relevant factors, such as supply and demand in the employment market.
(iii) Investments and Loans to Subsidiaries
The Company has extended loans to subsidiaries. Due to the nature of business in the infrastructure projects
the Company is exposed to heightened risk in respect of the impairment of loans granted to the
aforementioned related parties. There is significant judgment and estimation uncertainty involved in
assessing the impairment of above loans made to related parties because it is dependent on number of
infrastructure projects being completed as per the schedule timeline and generation of future cash flows.
The carrying amount of investment in subsidiaries held at cost less impairment. These investments are
associated with significant risks in respect of valuation. Changes in business environment could have a
significant impact of the valuation. The investments are carried at cost less any impairment in value of such
investments. These investments are unquoted and hence it is difficult to measure the recoverable amount.
The Company performs annual assessment of impairment to identify any indicators of impairment which
are derived from forecasted cash flows which require management to make significant estimated
assumptions related to future revenue growth, concession period, operation cost, discount rate and the
assessment of the status of the project and cost to complete balance work.
(iv) Useful life of assets of Property, Plant and Equipment
The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected
useful life and the expected residual value at the end of its life. The useful lives and residual values of the
assets are determined by management at the time the asset is acquired and reviewed at each financial year
end. Refer Note 2(C).
(v) Adoption of new accounting principles
Onerous contracts – cost of fulfilling a contract (amendment to Ind AS 37 - Provisions, Contingent
Liabilities and Contingent Assets) The amendment clarified that the ‘costs of fulfilling a contract’ comprise
both the incremental costs and allocation of other direct costs. The Company has adopted this amendment
effective 1 April 2022 and the adoption did not have any material impact on its financial statements.
(vi) Calculation of loss allowance
When measuring ECL the Company uses reasonable and supportable forward-looking information, which
is based on assumptions for the future movement of different economic drivers and how these drivers will
affect each other. Loss given default is an estimate of the loss arising on default. It is based on the difference
between the contractual cash flows due and those that the lender would expect to receive.
Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the
likelihood of default over a given time horizon, the calculation of which includes historical data,
assumptions and expectations of future conditions.
(vii) Recently issued accounting pronouncements
On 31 March 2023, the Ministry of Corporate Affairs (MCA), notified Companies (Indian Accounting
Standards) Amendment Rules, 2023 effective from 1 April 2023. Following are the key amended provisions
which may have an impact on the financial statements of the Company:
402Disclosure of accounting policies (amendments to Ind AS 1 - Presentation of Financial Statements)
The amendments intend to assist in deciding which accounting policies to disclose in the financial
statements. The amendments to Ind AS 1 require entities to disclose their material accounting policies rather
than their significant accounting policies. The amendments provide guidance on how to apply the concept
of materiality to accounting policy disclosures. The Company does not expect this amendment to have any
significant impact in its financial statements.
Definition of accounting estimate (amendments to Ind AS 8 - Accounting Policies, Changes in Accounting
Estimates and Errors).
The amendments distinguish between accounting policies and accounting estimates. The definition of a
change in accounting estimates has been replaced with a definition of accounting estimates. Under the new
definition, accounting estimates are “monetary amounts in financial statements that are subject to
measurement uncertainty”. Entities develop accounting estimates if accounting policies require items in
financial statements to be measured in a way that involves measurement uncertainty. The Company does
not expect this amendment to have any significant impact in its financial statements.
Deferred tax related to assets and liabilities arising from a single transaction (amendments to Ind AS 12 –
Income taxes).
The amendments specify how to account for deferred tax on transactions such as leases. The amendments
clarify that lease transactions give rise to equal and offsetting temporary differences and financial statements
should reflect the future tax impacts of these transactions through recognizing deferred tax. The Company
is evaluating the impact of this amendment, if any, in its financial statements.
Other amendments included in the notification do not have any significant impact on the financial
statements.
403Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
3 Property, plant and equipment 5C 5F 5G
5FD 5GD
Office Plant and Furniture & Other
Particulars Computers Vehicles Total
Equipments Machinery fixtures Equipments
Gross carrying value as at April 01, 2022 4.85 10.88 689.33 8.24 29.44 8.72 751.46
Additions 0.90 8.36 147.33 0.64 14.78 - 172.01
Disposals - - 24.90 - 0.73 - 25.63
As at March 31, 2023 5.75 19.24 811.76 8.88 43.49 8.72 897.84
Additions 2.25 5.23 502.84 2.89 21.52 0.51 535.24
Disposals - - 22.90 - 0.87 - 23.77
As at March 31, 2024 8.00 24.47 1291.70 11.77 64.14 9.23 1409.31
Additions 2.04 5.96 604.39 2.88 26.54 8.56 650.37
Disposals 1.88 0.97 2 19.11 - 4.64 - 226.60
As at March 31, 2025 8.16 29.46 1676.98 14.65 86.04 17.79 1833.08
Accumulated depreciation
As at April 1st, 2022 2.51 3.91 121.40 3.08 16.23 2.85 149.98
Depreciation charged for the year 1.79 5.63 117.61 1.45 4.52 1.57 132.57
Disposals - - 11.30 - 0.66 - 11.96
As at March 31, 2023 4.30 9.54 227.71 4.53 20.09 4.42 270.59
Depreciation charged for the year 1.42 5.14 134.17 1.35 9.14 1.25 152.47
Disposals - - 8.14 - 0.53 - 8.67
As at March 31, 2024 5.72 14.68 353.74 5.88 28.70 5.67 414.39
Depreciation charged for the year 2.10 5.48 210.11 1.80 13.54 1.75 234.78
Disposals 1.78 0.92 8 9.54 - 3.19 - 95.43
As at March 31, 2025 6.04 19.24 474.31 7.68 39.05 7.42 553.74
Net carrying value
As at April 1st, 2022 2.34 6.97 567.93 5.16 13.21 5.87 601.48
As at March 31, 2023 1.45 9.70 584.05 4.35 23.40 4.30 627.25
As at March 31, 2024 2.28 9.79 937.96 5.89 35.44 3.56 994.92
As at March 31, 2025 2.12 10.22 1202.67 6.97 46.99 10.37 1279.34
i) There has been no revaluation of property plant and equipment assets during the financial year beginning from 1 April 2022 till financial year ending
31 March 2025.
ii) Refer Note 19 & 23 for information on Property, plant and equipment hypothecated and mortgaged as security by the group.
4 Right-of-use assets
Particulars Leasehold Land Total
Deemed cost as at April 01, 2022 20.52 20.52
Additions 2.26 2.26
Disposals - -
As at March 31, 2023 22.78 22.78
Additions 12.92 12.92
Disposals - -
As at March 31, 2024 35.70 35.70
Additions 3.24 3.24
Disposals - -
As at March 31, 2025 38.94 38.94
Depreciation
As at April 01, 2022 0.92 0.92
Charge for the year 7.73 7.73
Disposals - -
As at March 31, 2023 8.65 8.65
Charge for the year 10.23 10.23
Disposals - -
As at March 31, 2024 18.88 18.88
Charge for the year 11.35 11.35
Disposals - -
As at March 31, 2025 30.23 30.23
Net Book value
As at April 01, 2022 19.60 19.60
As at March 31, 2023 14.13 14.13
As at March 31, 2024 16.82 16.82
As at March 31, 2025 8.71 8.71
# The aggregate depreciation expense in right-of use assets is included under the depreciation and amortisation expense in the Restated Consolidated Statement of
Profit and Loss account.
# There has been no revaluation of right-of-use assets during the financial year4 b0e4g inning from 1 April 2022 till financial year ending 31 March 2025.Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
5 Investment property
Particulars Land Building Total
Gross carrying value as at April 01, 2022 37.11 - 37.11
Additions - 4 .50 4.50
Disposals - - -
As at March 31, 2023 37.11 4 .50 41.61
Additions - 0 .74 0.74
Disposals - - -
As at March 31, 2024 37.11 5 .24 42.35
Additions - - -
Disposals - - -
As at March 31, 2025 37.11 5 .24 42.35
Accumulated depreciation
As at April 01, 2022 - - - -
Depreciation charged for the year - - -
Disposals - - -
As at March 31, 2023 - - -
Depreciation charged for the period - 0 .45 0.45
Disposals - - -
As at March 31, 2024 - 0 .45 0.45
Depreciation charged for the period - 0 .46 0.46
Disposals - - -
As at March 31, 2025 - 0 .91 0.91
Net carrying value
As at April 01, 2022 37.11 - 37.11
As at March 31, 2023 37.11 4 .50 41.61
As at March 31, 2024 37.11 4 .79 41.90
As at March 31, 2025 37.11 4 .33 41.44
6 Long Term Investments
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Investments in mutual funds 4.76 4 .04 -
Total 4.76 4 .04 -
Carrying value of investment in instruments is as follows:
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Particulars No. of No. of No. of
Amount Amount Amount
units/shares units/shares units/shares
Investments in mutual funds -Quoted
SBI-Energy Opportunity Unit Fundregular Growth 3 ,99,980 3.89 3,99,980 4.04 - -
SBI-Inovative Opportunities Fundregular Growth 9 9,995 0.87 - - - -
Total 4 ,99,975 4.76 3,99,980 4.04 - -
# Above mentioend Investment has been fair value through profit or loss as per Ind-AS 109
7 Contract assets
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Non-Current
Contract Assets-Service Concession Arrangement 3,866.29 1,051.42 -
Contract Assets-Mobilisation Advance(including Interest) - - -
3,866.29 1,051.42 -
Contract Assets i.e., the work completed but remained unbilled on account of being the next mile stone is not completed, are initially recognized for revenue
earned from construction projects contracts, as receipt of consideration is conditional on successful completion of project’s milestones acceptance / certification.
Upon completion of milestone and acceptance / certification by the customer, the amounts re-cognised as contract assets, are reclassified to trade receivables.
405Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
8 Other non current financial assets
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Deposits with maturity period of more than 12 months 77.78 9 3.99 150.71
Security deposit Security and retention money withheld by contractee 54.37 4 5.10 6.69
Receivable from joint Operation 2.15 0 .99 0.09
Total 134.30 140.08 157.49
*During the reporting period, the Company has entered into joint arrangements by forming the following Special Purpose Vehicles (SPVs):
- Dhariwal-Evarscon (JV), Formed on June 25, 2024
- Dhariwal-JK (JV), Formed on January 05, 2024
- Dhariwal-Bholshankar (JV), Formed on June 25, 2022
These arrangements are structured as joint operations. In accordance with Ind AS 111 – Joint Arrangements, the Company has recognised its share
of profit/(loss) from these joint operations in aggregate, amounting to ₹1.16 million for the year ended March 31, 2025 (₹0.90 million in FY
2023–24 and ₹0.09 million in FY 2022–23).
As these joint operations do not involve any other assets, liabilities, revenues, or expenses incurred on behalf of the Company, only the Company’s
share of income has been accounted for. This share of income has been classified under “Other Income” in the Statement of Profit and Loss (Refer
Note 30). The amount receivable from these joint ventures has been presented under “Other Non-Current Financial Assets” (Refer Note 8). As of
March 31, 2025, the Company has not made any investment in the entities identified as joint operations. Hence Value mentioned here as
Investment here is NIL in all the reporting years.
9 Other non current assets
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Prepaid upfront feePsrepaid upfront fees - 4 0.84 -
Balance with GoveBrnamlaenncte awuitthho rGitoievse-rNnmCent authorities 395.32 5 3.30 -
Prepaid expense 41.66 7 .07 1.58
Total 436.98 101.21 1.58
10 Income Tax Assets/ Liabilities (Net)
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Advance tax and self assessment tax 189.60 145.10 9 5.00
Tax deducted at source 296.72 215.68 1 25.45
Provision for income tax (506.34) (356.81) (224.60)
Total (20.02) 3.97 (4.15)
11 Inventories*
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Construction materials 1,351.73 615.47 358.43
Stores and spares 57.50 4 7.40 8.25
Total 1,409.23 662.87 366.68
*Valued at lower of cost or net realisable value
12 Trade receivables
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Receivable from others 763.04 769.94 367.13
Less: Expected credit loss allowance - - -
763.04 769.94 367.13
Break-up :
Trade Sreeccueirveadb, lceosn csoidnesrideder gedo ogdood - - -
Unsecured, considered good 763.04 769.94 367.13
Trade receivables which have significant increase of credit risk - - -
Trade receivable-credit impaired - - -
763.04 769.94 367.13
Expected credit loss allowance - - -
Total 763.04 769.94 367.13
406Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
Movement in allowance for expected credit losses
Balance at beginning of the year - - -
Add: Allowance for the year - - -
Less: Utilised during the year - - -
Balance at end of the year - - -
Trade receivables ageing schedule as at March 31, 2025
Outstanding for following periods from due date of payment
Particulars Less than 6 6 Months to 1 More than 3
Unbilled 1 - 2 Years 2 -3 Years Total
months Year Years
(i) Undisputed trade receivables – considered
good 131.39 631.65 - - - - 763.04
(ii) Undisputed trade receivables – which have
significant increase in credit risk - - - - - - -
(iii) Undisputed trade receivables – credit
impaired - - - - - - -
(iv) Disputed trade receivables considered good
- - - - - - -
(v) Disputed trade receivables – which have
significant increase in credit risk - - - - - - -
(vi) Disputed trade receivables – credit impaired - - - - - - -
Trade receivables ageing schedule as at March 31, 2024
Outstanding for following periods from due date of payment
Particulars Less than 6 6 Months to 1 More than 3
Unbilled 1 - 2 Years 2 -3 Years Total
months Year Years
(i) Undisputed trade receivables – considered
good 83.75 685.08 1.10 - - - 769.94
(ii) Undisputed trade receivables – which have
significant increase in credit risk - - - - - - -
(iii) Undisputed trade receivables – credit
impaired - - - - - - -
(iv) Disputed trade receivables considered good - - - - - - -
(v) Disputed trade receivables – which have
significant increase in credit risk - - - - - - -
(vi) Disputed trade receivables – credit impaired - - - - - - -
Trade receivables ageing schedule as at March 31, 2023
Outstanding for following periods from due date of payment
Particulars Less than 6 6 Months to 1 More than 3
Unbilled 1 - 2 Years 2 -3 Years Total
months Year Years
(i) Undisputed trade receivables – considered
good 44.84 322.21 - 0 .08 - - 367.13
(ii) Undisputed trade receivables – which have
significant increase in credit risk - - - - - - -
(iii) Undisputed trade receivables – credit
impaired - - - - - - -
(iv) Disputed trade receivables considered good
- - - - - - -
(v) Disputed trade receivables – which have
significant increase in credit risk - - - - - - -
(vi) Disputed trade receivables – credit impaired - - - - - - -
13 Cash and cash equivalents
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Cash in haCnadsh on hand 3.11 2 .40 1.96
Balances with banks
- Current accounts 54.34 863.39 222.79
Deposits with original maturity of less than 3 months 627.09 270.00 325.08
Total 684.54 1,135.79 549.83
14 Bank balances other than cash and cash equivalents
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Deposits with original maturity of more than 3 months but less than 12 months 373.41 528.04 411.88
Total 373.41 528.04 411.88
# Out of the Fixed Deposits amounts Rs. 196.30 Millions as at 31 March, 2025, Rs. 415.89 Millions as at 31 March, 2024, Rs.177.01 as at 31 March, 2023 held as
lien by banks towards the bank gurantees issued.
407Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
15 Other current financial assets
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Unsecured, considered good -classified at amortised cost
Security and retention money withheld by contractee 672.51 208.45 149.07
Advances to employees* 0.26 0 .48 0.64
Interest accrued on fixed deposits 3.31 5 .18 1.00
Others 8.91 1 .47 1.51
Total 684.99 215.58 152.22
*Note- These are the petty advances given to the staff working at the construction site and usuassy adjusted in the salary of next or next to next month.
16 Other current assets
As at As at As at
Particulars March 31, March 31, March 31,
2025 2024 2023
Prepaid expenses 70.43 5 8.36 28.12
Prepaid listing/IPO expenses 4.58 - -
Prepaid upfront fees 19.59 - -
Prepaid CSR expense 0.10 0 .19 1.34
Advance to vendors 64.63 7 7.68 48.11
Balance with Government authorities 443.18 221.08 98.34
Total 602.51 357.31 175.91
408Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
17 Share Capital
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Particulars
Amount Amount Amount
Authorised share capital
17,50,00,000 (March 31, 2024: 1,00,00,000, March 31, 2023: 1,00,00,000,01 April, 2022:
1,00,00,000) equity shares of par value ₹10/- each 1,750.00 1 00.00 1 00.00
1,750.00 1 00.00 1 00.00
Issued, subscribed and fully paid-up shares
9,51,31,800 (March 31, 2024: 26,42,550, March 31, 2023: 24,72,900, 1st April, 2022: 20,39,500)
equity shares of par value ₹10/- each 951.32 2 6.43 24.73
951.32 2 6.43 24.73
a) Movements in equity share capital:
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
Particulars
No. of shares Amount No. of shares Amount No. of shares Amount
Outstanding at the beginning of the year 26,42,550 26.43 24,72,900 24.73 253 20.40
Add: Shares issued during the year 9,24,89,250 924.89 1,69,650 1.70 24,72,647 4.33
Outstanding at the end of the year 9,51,31,800 951.32 26,42,550 26.43 24,72,900 24.73
b) Terms and rights attached to equity shares:
The Company has only one class of equity shares having a par value ₹ 10/- per share. The holders of the equity shares are entitled to receive dividends as
declared from time to time and are entitled to voting rights proportionate to their share holding at the meetings of shareholders.
c) Details of shareholders holding more than 5% shares in the Company:
As at As at As at
March 31, 2025 March 31, 2024 March 31, 2023
No. of shares % age of total No. of shares % age of total No. of shares % age of total
shares shares shares
Aditya Dhariwal 1,93,34,520 20.32 5,37,070 20.32 5,02,590 20.32
Chet Ram Dhariwal 2,51,88,120 26.48 6,99,670 26.48 6,54,750 26.48
Chet Ram Dhariwal HUF 1,45,76,040 15.32 4,04,890 15.32 3,78,900 15.32
Deepak Dhariwal 90,95,760 9.56 2,52,660 9.56 2,36,440 9.56
Navita 1,21,27,680 12.75 3,36,880 12.75 3,15,250 12.75
Saroj Dhariwal 1,44,60,120 15.20 4,01,670 15.20 3,75,880 15.20
Total 9,47,82,240 99.63 26,32,840 99.63 24,63,810 99.63
d) Shares held by promoters as at March 31, 2025
As at As at
March 31, 2025 March 31, 2024
Promoter Name No. of shares % age of total Change during No. of shares % age of total Change during
shares the year in % shares the year in %
Aditya Dhariwal 1,93,34,520 20.32 - 5,37,070 20.32 -
Chet Ram Dhariwal 2,51,88,120 26.48 - 6,99,670 26.48 -
Deepak Dhariwal 90,95,760 9.56 - 2,52,660 9.56 -
Chet Ram Dhariwal HUF 1,45,76,040 15.32 - 4,04,890 15.32 -
Navita 1,21,27,680 12.75 - 3,36,880 12.75 -
Saroj Dhariwal 1,44,60,120 15.20 - 4,01,670 15.20 -
Total 9,47,82,240 99.63 - 26,32,840 9 9.63 -
409Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
e) Shares held by promoters as at March 31, 2024
As at As at
March 31, 2024 March 31, 2023
Promoter Name No. of shares % age of total Change during No. of shares % age of total Change during
shares the year in % shares the year in %
Aditya Dhariwal 5,37,070 20.32 - 5,02,590 20.32 -
Chet Ram Dhariwal 6,99,670 26.48 - 6,54,750 26.48 -
Deepak Dhariwal 2,52,660 9.56 - 2,36,440 9.56 -
Total 14,89,400 56.36 - 13,93,780 5 6.36 -
f) Shares held by promoters as at March 31, 2023
As at As at
March 31, 2023 April 01, 2022
Promoter Name No. of shares % age of total Change during No. of shares % age of total Change during
shares the year in % shares the year in %
Aditya Dhariwal 5,02,590 20.32 - 4,14,500 20.32 -
Chet Ram Dhariwal 6,54,750 26.48 - 5,40,000 26.48 -
Deepak Dhariwal 2,36,440 9.56 - 1,95,000 9.56 -
Total 13,93,780 56.36 - 11,49,500 5 6.36 -
18 Other Equity
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Securities premium
Balance as the beginning of reporting year 218.99 125.68 -
Premium on share issued during the year - 93.31 125.68
Bonus share issued during the year ( 218.99) - -
Balance as the end of reporting year - 218.99 125.68
Retained earnings
Balance as the beginning of reporting year 2,323.89 1,225.55 583.98
Add/ Less: Ind As adjustments - - -
Add: Profit for the year 1,605.90 1,101.45 643.88
Add: Other comprehensive income for the year (net) 2.55 2 .08 ( 2.31)
Total comprehensive income for the year 1,608.45 1,103.53 641.57
Less: Bonus share issued during the year (705.90) - -
Add/ Less: Adjustments in opening reserve - - -
Less: Share Related Expenses (12.58) ( 5.19) -
Balance as the end of reporting year 3,213.86 2,323.89 1,225.55
Total 3 ,213.86 2 ,542.88 1 ,351.23
Nature and purpose
(a)
Retained earnings represents the amount that can be distributed by the company as dividends considering the requirements of the Companies Act, 2013.
(b) Securities premium is used to record the premium on issue of securities. The reserves is utilised in accordance with the provision of the Companies Act, 2013
(c) Other comprehensive income represents the cumulative acturial gains & losses on employee benefit net of taxes.
410Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
19 Long term borrowings
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Secured:
Term loans
- From banks and financial institutions* 3,027.47 4 11.06 181.31
Total 3,027.47 4 11.06 181.31
*refer Annexure A for terms and conditions
20 Other non current financial liabilities
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Security Deposit and retention money with held 3.61 26.25 23.91
Total 3.61 2 6.25 23.91
21 Long term provisions
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Provision for employee benefits
-Gratuity 19.34 1 5.39 12.22
-Leave encashment 4.39 4 .00 2.87
Total 23.73 1 9.39 15.09
22 Lease liabilities
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Disclosed as:
Non - current 1.54 2 .64 6.38
Current 3.26 1 0.18 7.64
Total 4.80 1 2.82 14.02
23 Short term borrowings*
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Secured
Loan payable on demand
-Overdraft fFroromm b baannkks 783.47 5 37.06 120.89
Unsecured
From bank 153.51 3 03.22 180.90
Borrowing from related party 1.10 1 .09 30.72
Current maturities
Financial Institution and banks 875.33 359.22 242.95
Total 1,813.41 1,200.59 575.46
*refer Annexure A for terms and conditions
24 Trade Payables
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Trade Payables
- Total outstanding dues of micro enterprises and small enterprises 582.25 4 34.88 -
- Total outstanding dues of creditors other than micro enterprises and
small enterprises 167.22 5 31.28 455.55
Total 749.47 9 66.16 455.55
#This information as required to be disclosed under the MSME Act, 2006 has been determined to the extent such parties have been identified on the basis of
information available with the company.
411Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
Ageing of trade payable outstanding as at March 31, 2025 is as follows :
Outstanding for following periods from due date of payment
Particulars Less than 1 More than 3
Unbilled Not due 1-2 years 2-3 years Total
year years
(i) MSME - - 585.94 - - - 585.94
(ii) Others - - 163.27 0.26 - - 163.53
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total - - 749.21 0.26 - - 749.47
Ageing of trade payable outstanding as at March 31, 2024 is as follows :
Outstanding for following periods from due date of payment
Particulars Less than 1 More than 3
Unbilled Not due 1-2 years 2-3 years Total
year years
(i) MSME - - 434.88 - - - 434.88
(ii) Others - - 530.32 0.96 - - 531.28
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total - - 965.20 0.96 - - 966.16
Ageing of trade payable outstanding as at March 31, 2023 is as follows :
Outstanding for following periods from due date of payment
Particulars Less than 1 More than 3
Unbilled Not due 1-2 years 2-3 years Total
year years
(i) MSME - - - - - - -
(ii) Others - - 455.32 0.23 - - 455.55
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total - - 455.32 0.23 - - 455.55
25 Other current financial liabilities
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
SecurSiteyc dureiptyo sDitesposit and retention money with held 181.59 1 9.33 47.26
Employee related payable 38.07 2 8.07 0.39
Audit fees payable 2.54 1 .09 0.49
Interest payable on loan 1.16 - -
Interest payable on MSME 30.75 - -
Interest payable on mobilization advance 19.31 2 .02 -
Total 273.42 5 0.51 48.14
26 Contract liabilities
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Non-Current
-M otohbeilrissNatCion Advance - 3 79.75 -
- 3 79.75 -
Current
-M otohbeilrissation Advance 255.09 6 9.09 63.51
255.09 6 9.09 63.51
Total 255.09 4 48.84 63.51
27 Other current liabilities
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Statutory dues 194.48 3 35.65 107.43
Total 194.48 3 35.65 107.43
28 Short term provisions
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Provision for employee benefits
Provisio-nG froart ugitrya tuity 3.06 2 .71 2.36
Provisio-nL feoarv ele eanvcea eshnmcaesnhtm ent 0.42 0 .37 0.35
Total 3.48 3 .08 2.71
412Annexure A
Frequency
Interest %
Number of loans outstanding as at Amount outstanding as at of Installments commencing from & to
per annum
installments
Sr. March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31, March 31,
Particulars
No. 2025 2024 2023 2025 2024 2023 2025 2024 2023
From From From
Floating
20/03/2023 20/03/2022 20/12/2021
1 292 219 131 3,778.13 575.31 3 18.14 rate: 6% to Monthly
to to to
For equipment and 12 %
10/09/2024 15/03/2024 05/03/2023
vehicle loans From Bank
From From From
For equipment and Floating
15/01/2022 15/01/2022 15/01/2021
2 vehicle loans from 60 5 6 24 124.66 194.96 1 06.12 rate: 5% to Monthly
to to to
financial institutions 10 %
04/09/2024 15/03/2024 02/03/2023
Floating
*Working Capital facilty
3 13 9 7 936.99 840.28 3 01.79 rate: 7.78 % NA NA NA NA
from bank ***
to 10.40 %
Unsecured Loan from Interest
4 4 5 4 1.10 1.09 3 0.72 NA NA NA NA
related party rate: 9%
4840.88 1611.64 756.77
a) The Term loan from bank & financial institution are secured as under:
i) All the term loan have been obtained for financing the asset purchased and are secured by Hypothecation of Respective asset purchased out of loan, comprising Property, Plant &
Equipments.
ii) Unconditional & Irrevocable personal guarantee of directors of the company.
b) The working Capital Limits, Overdraft limits are secured by :
i) Pari Passu charge in favour of all the lender banks by way of Hypothecation of the company’s entire stocks of Raw Materials, WIP, Semi finished and finished goods, consumable
stores & spares at various sites of the company and book debts (receivables), both present and future.
ii) Mortgage of properties of and/or guarantee given by directors/shareholders/other third parties as the case may be.
*In addition to the above mentioned securities, HDFC Bank CC A/c Rs. 200.00 millions is also secured by way of Equitable Mortgage of property situated at EENS-NS-02, Emerald
Estate, Sector 65, Village Maidwas,Tehsil & Distt. Gurugram in the name of Dhariwal Buildtech Limited.
** The Working capital facility from bank mentioned above consist unsecured loan of Rs. 153.51 Millions on March 31, 2025 ( Rs. 303.22 on March 31, 2024 & Rs. 180.90 on March
31, 2023), which is not secured against asset mentioned above in Point b.
*** The holding company has pledged part of its shareholding in two subsidiaries:
- Chorma Bairgania Highways Private Limited: 41,73,000 shares (out of 1,39,10,000 shares)
- Mahishi Bakaur Highways Private Limited: 56,85,000 shares (out of 1,89,50,000 shares)
These shares secure loans availed by the subsidiaries from banks/financial institutions. The loan terms, including the pledge, aren't prejudicial to the company's interest, and adequate
records have been maintained
413Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
29 Revenue from operations
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from Construction Contracts
Sales Cofo snesrtvruiccetison receipts 10,555.60 8,766.94 6,047.29
Unbilled revenue 69.28 83.75 44.84
Other Operating Income
TranspMoarttaetriioanl hreacnedilpintsg receipt 902.20 259.44 4.95
Revenue from goods & materials 2.72 101.10 88.03
Total 11,529.80 9,211.23 6,185.11
30 Other income
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest income
Interest income on dFeropmos ibtas nks 39.74 36.07 10.66
DiscoRunetb raetcee aivnedd discount 2.68 2.60 5.30
Profit on sale of investments
-Realised gain on financial assets - 0.25 -
-Unrealised gain on financial assets - 0.04 -
Rental income
Rental in-c oonm ienvestment property 3.60 3.60 0.30
Rental in-c oonm pel aonnt p&la mnta &ch minaecryhinery 1.50 - -
Profit Porno fsiat loe no fs aalses eotfs property,plant and equipments - 0.14 -
Miscelleaneous income 0.66 1.68 0.45
Insurance claim 6.17 - -
Share of profit from joint operations 1.16 0.90 0.09
Total 55.51 45.28 16.80
31 Cost of materials consumed
For the Year ended For the year ended For the year ended
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Inventory of materials at the beginning of the year 615.47 358.43 206.44
Purchase of stocAk-dind-: tPruardcehases during the year 3,269.31 2,815.36 1,785.39
3,884.78 3,173.79 1,991.83
Less: Inventory of materials at the end of the year 1,351.73 615.47 358.43
Total 2,533.05 2,558.32 1,633.40
32 Cost of contract work
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Sub coSnutbra-ccotinntgr cahcatirngge scharges 3,747.35 3,115.20 2,167.46
Construction cost 2,980.33 2,866.97 2,167.46
Transportation cost 767.02 248.23 -
Consumption of fuels,lubricants & consumable stores at site 999.02 635.39 478.19
Royalty 113.06 108.54 56.49
Freight & forwarding charges 445.96 235.36 114.59
Rent on plant & machinery 109.34 87.19 117.86
Labour Cess 78.63 65.49 36.43
Afforestation Expenses 7.04 21.94 -
Insurance Expenses 1.58 0.94 -
Project Consultancy Charges 106.38 54.50 21.17
5,608.36 4,324.55 2,992.19
414Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
33 Employee benefits expense
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Salaries, wages, bonus & allowances 318.44 254.63 208.36
Remuneration to director 236.11 115.55 74.00
Contribution to provident & other funds 2.34 2.66 2.14
GratuiCtyontribution to gratuity 6.85 5.60 4.77
LeaveC Eonnctarisbhumtieonnt to leave encashment 0.44 1.15 1.05
Staff welfare expense 68.88 43.84 56.15
InsuraKnceey mexapne innsseurance 1.02 1.05 -
Total 634.09 424.48 346.47
34 Finance costs
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Interest expense
Interest o-Bn alonakns 264.02 87.75 42.16
-Mobilisation advance 59.86 14.44 5.81
Interest -- Ootthheerrss 0.08 0.86 1.01
InteresUt newxpinednisneg o onf lleeaassee liabilities 0.73 1.27 1.67
Bank charges 12.50 9.10 5.61
Interest On MSME 30.75 - -
Upfront Fees Amortisation 1.23 - -
Bank BGaunakrn Gteuea crahnatregee scharges 28.81 25.18 12.40
Total 397.98 138.60 68.66
35 Depreciation and amortization expense
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Depreciation of property, plant and equipment 234.78 152.47 132.57
Depreciation on Investment property 0.46 0.45 -
Amortisation of right of use assets 11.35 10.23 7.73
Total 246.59 163.15 140.30
36 Other expenses
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Auditor's remuneration * 2.58 1.09 0.49
Travelling and conveyance 2.68 2.66 1.89
Communication charges 0.81 0.27 0.26
CSR expenses 17.60 9.66 4.96
Fees and subscription 1.88 2.75 -
Legal and professional 0.15 24.47 -
Printing and stationery 2.93 3.06 3.27
Insurance on plant & machinery 50.25 28.67 16.43
RenRt eonnt loann dland & building 15.95 10.03 14.99
RenOtffice rent 1.99 0.78 0.36
Loss oLno ssasl eo no fs afliex eodf apsrsoeptesrty,plant and equipments 4.95 - 0.39
Loss on sale of investments
-Reali-sRede agliasiend o lno sfsin oann cfiianla nascsiaelt sassets 0.32 - -
-Unrea-Ulisnerde agliasiend o lno sfsin oann cfiianla nascsiaelt sassets 0.24 - -
Repair & maintainance 127.83 85.35 90.92
Water and electricity charges 22.12 18.64 9.42
Miscellaneous expenses 12.08 8.89 12.37
Vehicle permit & toll charges 9.31 7.80 2.30
Utility Shifting 9.43 - -
GST expense 5.51 5.36 2.13
Total 288.62 209.48 160.18
415Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
36A *Auditor's remuneration
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Statutory audit fees 2.28 0 .95 0.38
Cost audit fees 0.07 0 .06 0.06
Tax audit fees 0.23 0 .08 0.05
Total 2.58 1 .09 0.49
37 Earnings per share ['EPS']
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity holders of the Company by the weighted average number
of equity shares outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of equity
shares outstanding during the 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.
The following reflects the income and share data used in the basic and diluted EPS computations:
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Basic and Diluted EPS
Profit after tax attributable to equity holders of the Company (a) 1,608.45 1,103.53 641.57
Weightedaveragenumberofequitysharesoutstandingat theendof 9,51,31,800 25,67,253 22,52,044
year for EPS (b)
Weightedaveragenumberofequitysharesoutstandingat theendof 25,67,253 22,52,044
9,51,31,800
year for DPS (c)
Weightedaveragenumberofequitysharesoutstandingat theendof
9,51,31,800 9,24,21,118 8,10,73,588
year after effect of bonus issue (d)
Basic earnings per share (in ₹ millions) (a/b) 16.91 429.85 284.88
Diluted earnings per share (in ₹ millions) (a/c) 16.91 429.85 284.88
basic and diluted earnings per share (in ₹ millions) (a/d) 16.91 1 1.94 7.91
416Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
38 Income tax
This note provides an analysis of the Company's income tax expense and how the tax expense is affected by non-assessable and non-deductible items.
For the Year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
(a) Income tax expense
Current tax 494.92 355.37 225.64
Deferred tax expense - 224.20 - 18.89 -8.81
Tax for earlier year - - -
Income tax expense 270.72 336.48 216.83
(b) Reconciliation of tax expense and the accounting profit multiplied by India's tax rate:
For the Year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Profit/(Loss) before income tax 1,876.62 1,437.93 860.71
Tax at the Indian tax rate of 25.168% (2023-24- 25.168%) 472.31 361.90 216.62
Tax effect of:
On account of permanent difference 16.10 3 .41 1,510.99
On account of temporary difference - 224.20 - 18.89 -8.81
Others 6 .51 -9.94 - 1,501.97
270.72 336.48 216.82
(c) Deferred tax
As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Deferred tax liability
Difference between book and income tax depreciation - - 2 .92
Right-of-use assets (net of lease liabilities) 2.19 4.23 0.03
Loan to related party 3.86 0.62 -
loan processing fees 9.97 10.28
Gross deferred tax liability (A) 16.03 15.13 2.95
Deferred tax asset
Provision for employee benefits 6.85 5.66 4.48
Difference between book and income tax depreciation 9.84 0.96 -
Receivable Under Income Tax 16.71 - -
Contract Assets 227.25 28.95 -
Gross deferred tax asset (B) 260.65 35.56 4.48
Net deferred tax (assets)/liabilities - 244.62 - 20.43 - 1.53
Reflected in the balance sheet as follows:
Deferred tax assets 244.62 20.43 1 .53
Deferred tax liabilities - - -
Deferred tax liabilities (net) 244.62 20.43 1 .53
39Contingent liability
Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Demands raised by income tax authorities 0 .14 0 .02 -
Demands raised by Indirect tax authorities 2 .92 - -
3 .06 0 .02 -
40Segment reporting -
TheCompanyisengagedinConstructionServicesandrelatedservicesinrelationtotheconstructionactivities.Informationreportedtoandevaluatedregularlybythe
ChiefOperationalDecisionMaker(CODM)forthepurposeofresourceallocationandassessingperformancefocusesonbusinessasawhole.TheCODMreviewsthe
Company'sperformanceontheanalysisprofitbeforetaxatoveralllevel.Accordingly,thereisnootherseparatereportablesegmentalasdefinedbyINDAS108"Segment
Reporting".
ThemanagementofDhariwalBuildtechLimitedassessesthefinancialperformanceandpositionoftheGroup,andmakestrategicdecisions.Thechiefoperatingdecision
maker consists of the management who are in charge of the corporate planning.
417Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
41 Employee benefit obligations
The Company has classified various employee benefits as under:
a. Defined contribution plans
i) Employees Provident fund
ii) Employee State Insurance Scheme
The Company has recognised the following amounts in the Statement of Profit and Loss for the year: (Refer Note- 33)
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Contribution to Provident Fund 2.34 2.66 2.14
Contribution to Employee State Insurance Scheme 6.85 5.60 4.77
Total 9.19 8.26 6.91
b. Defined benefit plans
i.) Gratuity
c. Other long-term employee benefits
ii.) Leave encashment
GratuityispayabletoeligibleemployeesaspertheCompany’spolicyandThePaymentofGratuityAct,1972.Thepresentvalueofobligationisdetermined
basedonactuarialvaluationusingtheProjectedUnitCredit(PUC)method,whichrecognizeseachperiodofserviceasgivingrisetoadditionalunitofemployee
benefit entitlement and measures each unit separately to build up the final obligations.
Provision for leave benefits is made by the Company on the basis of actuarial valuation using the Projected Unit Credit (PUC) method.
Liabilitywithrespecttothegratuityandleaveencashmentisdeterminedbasedonanactuarialvaluationdonebyanindependentactuaryattheyearendandis
charged to Statement of Profit and Loss.
ActuarialgainsandlossescompriseexperienceadjustmentsandtheeffectsofchangesinactuarialassumptionsandarerecognizedimmediatelyintheOther
Comprehensive Income as income or expense.
Other disclosures required under IND AS 19 “Employee benefits” are given below:
Principal Actuarial Assumptions at the Balance Sheet date
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Discount rate (per annum) 7.22% 7.22% 7.36%
Rate of increase in compensation levels 9.00% 9.00% 9.00%
Retirement age 58 58 58
Mortality table 100% of IALM 100% of IALM 100% of IALM
Average withdrawal rate 5% 5% 5%
Thediscountratehasbeenassumedat7.35%p.a.(Previousyear6.96%p.a.)baseduponthemarketyieldsavailableonGovernmentbondsattheaccountingdate
forremaininglifeofemployees.Theestimatesoffuturesalaryincrease,consideredinactuarialvaluation,takeaccountofinflation,seniority,promotionandother
relevant factors such as supply and demand in the employment market on long term basis.
I) Changes in the present value of obligation
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Present value of obligation as at the beginning of the year 1 8.10 1 4.58 7 .50
Interest cost 1 .31 1 .07 0 .54
Current service cost 5 .55 4 .53 4 .23
Actuarial (gains)/loss ( 2.55) ( 2.08) 2 .31
Present value of obligation as at the end of the year 2 2.40 1 8.10 1 4.58
Current 3 .01 2 .71 2 .36
Non current 1 9.39 1 5.39 1 2.22
Total 22.40 18.10 14.58
II) Reconciliation of the Present Value of Defined Benefit Obligation and the Fair Value of Assets
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Present value of unfunded obligation as at the end of the year 2 2.40 1 8.10 1 4.58
Unfunded net liability recognised in the balance sheet 2 2.40 1 8.10 1 4.58
418Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
III) Expenses recognised in the Statement of Profit and Loss Account
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Current service cost 5 .55 4 .53 4 .23
Interest cost 1 .31 1 .07 0 .54
Total expenses recognised in the Statement of Profit & Loss account 6 .85 5 .60 4 .77
IV) Other Comprehensive Income (OCI)
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Net cumulative unrecognized actuarial gain/(loss) opening - -
Actuarial gain / (loss) for the year on PBO 2 .55 2 .08 (2.31)
Actuarial gain /(loss) for the year on asset - -
Unrecognized actuarial gain/(loss) at the end of the year 2 .55 2 .08 (2.31)
For the Year ended For the year ended For the year ended
V) Maturity Profile of Defined Benefit Obligation
March 31, 2025 March 31, 2024 March 31, 2023
Gratuity Gratuity Gratuity
Year
(Unfunded) (Unfunded) (Unfunded)
0 to 1 Year 3 .06 2.71 2.36
1 to 2 Year 2 .63 0.78 0.67
2 to 3 Year 0 .89 2.23 0.53
3 to 4 Year 0 .94 0.74 1.95
4 to 5 Year 0 .82 0.71 0.55
5 Year onwards 13.26 10.93 8.52
VI) Sensivity Analysis of the Defined Benefit Obligation:-
For the Year ended For the year ended For the year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Impact of change in discount rate
Present value of obligation at the end of the year 2 2.40 1 8.10 1 4.58
a) Impact due to increase of +0% (1.09) ( 0.85) (0.67)
b) Impact due to decrease of -0% 1 .19 0.93 0.74
Impact of change in salary rate
Present value of obligation at the end of the year 2 2.40 18.10 14.58
a) Impact due to increase of +0% 1 .06 0.82 0.63
b) Impact due to decrease of -0% (0.97) ( 0.75) (0.58)
Description of Risk Exposures :
Risksassociatedwiththeplanprovisionsareactuarialrisks.Theserisksare:-(i)investmentrisk,(ii)interestrisk(discountraterisk),(iii)mortalityriskand(iv)
salary risk.
i) InvestmentRisk-ThepresentvalueofthedefinedbenefitplanliabilityiscalculatedusingadiscountratedeterminedbyreferencetoGovernmentbondsyield.
If plan liability is funded and return on plan assets is below this rate, it will create a plan deficit.
ii) Interest Risk (discount rate risk) – A decrease in the bond interest rate (discount rate) will increase the plan liability.
iii)MortalityRisk -Thepresentvalueofthedefinedbenefitplanliabilityiscalculatedbyreferencetothebestestimateofthemortalityofplanparticipants.For
this report we have used Indian Assured Lives Mortality (2012-14) ultimate table. A change in mortality rate will have a bearing on the plan's liability.
iv)SalaryRisk–Thepresentvalueofthedefinedbenefitplanliabilityiscalculatedwiththeassumptionofsalaryincreaserateofplanparticipantsinfuture.
Deviationintherateofincreaseofsalaryinfutureforplanparticipantsfromtherateofincreaseinsalaryusedtodeterminethepresentvalueofobligationwill
have a bearing on the plan's liability.
419Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
42 Related party disclosures as per IND AS 24
(a)Names of related parties and description of relationship:
Relationships Name of Related party
Chet Ram Dhariwal (Designated as Chairman and Managing Director
Key Managerial Personnel w.e.f. April 30, 2022)
Deepak Dhariwal (Designated as a Whole-time Director w.e.f. April 30,
Key Managerial Personnel 2022)
Aditya Dhariwal (Ceased as a non-executive director w.e.f. January 31,
2025 and appointed as a Chief Execiutive Officer w.e.f. February 1,
Key Managerial Personnel 2025)
Mohinder Singh Dhariwal (Designated as a Whole-time Director w.e.f.
Key Managerial Personnel April 30, 2022)
Saroj Dhariwal (Designated as Whole-time director w.e.f.April 30,
Key Managerial Personnel 2022 and Ceased from Position January 31, 2025)
Sher Singh Garhwal (Designated as Whole-time Director w.e.f April
Key Managerial Personnel 30,2022 and Ceased from Position w.e.f. June 27, 2024)
Anil Kumar (Appointment as a Chief Financial Officer w.e.f. June 14,
Key Managerial Personnel 2024)
Close Member of KMP (Spouse of Deepak Dhariwal) Navita
Hitender Kumar (Ceased as Whole-time director w.e.f. January 31,
Key Managerial Personnel 2023)
Rajesh Beniwal (Ceased as Whole-time director w.e.f. January 31,
Key Managerial Personnel 2023)
Karamveer Singh (Ceased to be an Independent Director w.e.f. January
Independent Director 31, 2025)
Ajay Sharma (Appointed as an Independent Director w.e.f. February 1,
Independent Director 2025)
Kamlesh Sekhon (Appointed as an Independent Director w.e.f.
Independent Director February 1, 2025)
The entity (proprietorship firm) was controlled by Key Managerial Personnel
(Karamveer Singh) Karamveer Singh & Co.
The entity (proprietorship firm) is controlled by Key Managerial Personnel
(Rajesh Beniwal) KMR Constructions
The entity (partnership firm) is significant influence by Key Managerial
Personnel (Sher Singh (40% Share)) Sher Singh & Company
In this KMP (Rajesh Beniwal) is director in company KMR Buildcon Private Limited
Wholly Owned Subsidiary Mahishi Bakaur Highways Private Limited
Wholly Owned Subsidiary Chorma Bairgania Highways Private Limited
Chandan Nagar Bareilly Highways Private limited (Formerly known as
Wholly Owned Subsidiary Bakaur Parsarma Highways Private limited)
Joint Operation Dhariwal Bholeshanker JV
Joint Operation Dhariwal Evarscon JV
Joint Operation Dhariwal JK JV
(b)Notes to financial statements for the Year ended March 31, 2025
Nature of transaction KMP Others Total Outstanding Balance
Salary
Chet Ram Dhariwal 96.00 - 96.00 4.94
Deepak Dhariwal 84.00 - 84.00 4.33
Navita - 30.00 30.00 1.58
Aditya Dhariwal 3.00 15.00 18.00 1.01
Saroj Dhariwal 40.00 8 .00 48.00 2.50
Mohinder Singh Dhariwal 0.90 - 0.90 0.06
Sher Singh Garhwal 0.15 - 0.15 -
Anil Kumar 0.67 - 0.67 0.07
420Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
Commission
Ajay Sharma 0 .03 0.03 0.03
Kamlesh Sekhon 0 .03 0.03 0.03
Office Rent
Navita - 0.60 0.60 -
Aditya Dhariwal 0.10 0.50 0.60 0.45
Professional Fee
Karamveer Singh & Co. 0.23 0.23 -
Sale of Fixed Assets
Sher Singh & Co - 47.14 47.14 -
Repayment of Loan
Chet Ram Dhariwal - - - 0.39
Deepak Dhariwal - - - 0.53
Aditya Dhariwal - 0 .06 0.06 -
Sub Contract Expense
Sher Singh & Co - 535.21 535.21 61.02
Interest on Unsecured Loan
Aditya Dhariwal 0.00 0.00 -
Chet Ram Dhariwal 0.03 - 0.03 -
Deepak Dhariwal 0.04 - 0.04 -
Share of profit in Joint Operations
Dhariwal Bholeshanker JV 0 .72 0.72 1.71
Dhariwal JK JV 0 .44 0.44 0.44
Notes to financial statements for the Year ended March 31, 2024
Nature of transaction KMP Others Total Outstanding Balance
Salary
Chet Ram Dhariwal 48.00 - 48.00 2.44
Deepak Dhariwal 41.50 - 41.50 2.14
Aditya Dhariwal 0 .60 0.60 0.10
Saroj Dhariwal 24.00 - 24.00 1.82
Mohinder Singh Dhariwal 0 .90 - 0.90 0.06
Sher Singh Garhwal 0 .60 - 0.60 -
Navita - 15.25 15.25 0.80
Material Sales
Sher Singh & Co - 43.10 43.10 -
Office Rent
Navita - 0 .30 0.30 -
Aditya Dhariwal 0 .30 0.30 -
Deepak Dhariwal 0 .18 - 0.18 -
Professional Fee
Karamveer Singh & Co. 0 .12 0.12 0.01
Purchase of Fixed Assets
Sher Singh & Co - 2 .94 2.94 -
Loan received
Chet Ram Dhariwal 0 .01 - 0.01 0.01
421Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
Repayment of Loan
Chet Ram Dhariwal 14.90 - 14.90 0.35
Deepak Dhariwal 14.60 - 14.60 0.49
Aditya Dhariwal 1 .00 1.00 0.06
Sub Contract Expense
Sher Singh & Co - 503.76 503.76 116.86
Interest on Loan
Chet Ram Dhariwal 0 .34 - 0.34 -
Deepak Dhariwal 0 .47 - 0.47 -
Aditya Dhariwal 0 .04 0.04 -
Share of profit in Joint Operations
Dhariwal Bholeshanker JV 0 .90 0.90 0.99
Notes to financial statements for the year ended March 31, 2023
Nature of transaction KMP Others Total Outstanding Balance
Salary
Chet Ram Dhariwal 30.00 - 30.00 -
Deepak Dhariwal 26.00 - 26.00 -
Navita - 10.00 10.00 -
Saroj Dhariwal 16.00 16.00 -
Mohinder Singh Dhariwal 0 .40 - 0.40 -
Sher Singh Garhwal 0 .60 - 0.60 -
Hitender Kumar 0 .50 - 0.50 -
Rajesh Beniwal 0 .50 - 0.50 -
Material Sale
Sher Singh & Co - 25.75 25.75 -
Fixed Assets Sales
Sher Singh & Co 12.09 12.09
Office Rent
Deepak Dhariwal 0.36 - 0.36 -
Loan received
Aditya Dhariwal 1 .00 1.00 14.03
Chet Ram Dhariwal 27.50 - 27.50 15.67
Deepak Dhariwal 19.30 - 19.30 1.02
Sub Contract Expense
Sher Singh & Co - 315.54 315.54 15.48
KMR Constructions - 45.52 45.52 16.82
KMR Buildcon Private Limited - 138.06 138.06 72.84
Interest on Loan
Chet Ram Dhariwal 0 .55 - 0.55 -
Deepak Dhariwal 0 .21 - 0.21 -
Aditya Dhariwal 0 .03 0.03
Hitender Kumar 0 .23 - 0.23 -
Repayment of Loan
Chet Ram Dhariwal 25.49 - 25.49 14.03
Deepak Dhariwal 5 .65 - 5.65 14.67
Aditya Dhariwal 1 .40 1.40 1.02
Hitender Kumar 5 .54 - 5.54 -
Share of profit in Joint Operations
Dhariwal Bholeshanker JV 0.09 0.09 0.09
422Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
43 Fair valuation measurements
For the Year ended For the year ended
March 31, 2025 March 31, 2024
Total Total
Level of Amortized Amortized
S.No. Particulars FVTPL FVTOCI carrying FVTPL FVTOCI carrying
Hierarchy cost Cost
value value
Financial assets
1 Investments
Investment in Mutual Fund 1 4.76 - - 4 .76 4.04 - - 4 .04
2 Trade receivables 3 - - 7 63.04 7 63.04 - - 7 69.94 7 69.94
3 Other financial assets 3 - - 8 19.29 8 19.29 - 3 55.66 3 55.66
4 Cash & cash equivalents 3 - - 6 84.54 6 84.54 - - 1 ,135.79 1 ,135.79
5 Bank balances other than cash & cash
- - - -
equivalents 3 3 73.41 3 73.41 5 28.04 5 28.04
Total financial assets 4 .76 - 2 ,640.28 2 ,645.04 4 .04 - 2 ,789.43 2 ,793.47
Financial liability
Borrowings including current
- - 4 ,840.88 - - 1 ,611.64
1 maturities 3 4 ,840.88 1 ,611.64
2 Trade & other payables 3 - - 1 0,121.45 1 0,121.45 - - 9 66.16 9 66.16
3 Lease liabilities 3 - - 4 .80 4 .80 1 2.82 1 2.82
4 Other financial liabilities 3 - - 2 77.04 2 77.04 - - 7 6.76 7 6.76
Total financial liabilities - - 1 5,244.17 1 5,244.17 - - 2 ,667.38 2 ,667.38
For the year ended For the year ended
March 31, 2024 March 31, 2023
Total Total
Level of Amortized Amortized
S.No. Particulars FVTPL FVTOCI carrying FVTPL FVTOCI carrying
Hierarchy cost Cost
value value
Financial assets
1 Investments
Investment in Mutual Funds 1 4.04 - - 4 .04 - - - -
2 Trade receivables 3 - - 769.94 7 69.94 - - 3 67.13 3 67.13
3 Other financial assets 3 - - 355.66 3 55.66 - 3 09.71 3 09.71
4 Cash & cash equivalents 3 - - 1,135.79 1 ,135.79 - - 5 49.83 5 49.83
5 Bank balances other than cash & cash
- - 528.04 - -
equivalents 3 5 28.04 4 11.88 4 11.88
Total financial assets 4 .04 - 2 ,789.43 2 ,793.47 - - 1 ,638.55 1 ,638.55
Financial liability
Borrowings including current
- - 1 ,611.64 - - 7 56.77
1 maturities 3 1 ,611.64 7 56.77
2 Trade & other payables 3 - - 9 66.16 9 66.16 - - 4 55.55 4 55.55
3 Lease liabilities 3 - - 1 2.82 1 2.82 1 4.02 1 4.02
4 Other financial liabilities 3 - - 7 6.76 7 6.76 - - 7 2.05 7 2.05
Total financial liabilities - - 2 ,667.38 2 ,667.38 - - 1 ,298.39 1 ,298.39
- Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices.
- Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximize the use of
observable market data and rely as little as possible on entity specific estimates. If all significant inputs required to fair value an instrument are observable, the
instrument is included in level 2.
- Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. The fair value of financial assets and
liabilities included in Level 3 is determined in accordance with generally accepted pricing models based on discounted cash flow analysis using prices from
observable current market transactions and dealer quotes of similar instruments.
44 Leases
The movement in lease liabilities is as follows :
(₹ in millions)
As at As at As at
Particulars March March 31, March 31,
31, 2025 2024 2023
Opening balance 12.82 14.03 19.37
Add : Lease assets during the period 3.24 12.91 2.26
Add : Interest expense during the period 0.73 1.27 1.67
Less: Cash outflows (11.98) (15.39) (9.27)
Closing lease liability at the end of the period 4.81 12.82 14.03
423Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
45 Financial risk management objectives and policies
TheCompany’sprincipalfinancialliabilitiescompriseborrowings,tradepayablesandotherfinancialliabilities.Themainpurposeofthesefinancial
liabilitiesistofinancetheCompany’soperations.TheCompany'sprincipalfinancialassetsincludecashandcashequivalentsandotherfinancialassets
that derive directly from its operations.
TheCompanyisexposedtomarketrisk,creditriskandliquidityrisk.TheCompany’sseniormanagementoverseesthemanagementoftheserisks.All
derivativeactivitiesforriskmanagementpurposesarecarriedoutbyspecialistteamsthathavetheappropriateskills,experienceandsupervision.Itis
theCompany’spolicythatnotradinginderivativesforspeculativepurposesmaybeundertaken.Themanagementreviewsandagreespoliciesfor
managing each of these risks, which are summarised below.
TheRiskManagementpoliciesoftheCompanyareestablishedtoidentifyandanalysetherisksfacedbytheCompany,tosetappropriaterisklimits
andcontrolsandtomonitorrisksandadherencetolimits.Riskmanagementpoliciesandsystemsarereviewedregularlytoreflectchangesinmarket
conditions and the Company's activities.
ManagementhasoverallresponsibilityfortheestablishmentandoversightoftheCompany'sriskmanagementframework.Inperformingitsoperating,
investing and financing activities, the Company is exposed to the Credit Risk, Liquidity Risk and Market risk.
(A) Credit risk
Creditriskistheriskthatacounterpartywillnotmeetitsobligationsunderafinancialinstrumentorcustomercontract,leadingtoafinancialloss.The
Company is exposed to credit risk mainly from cash and cash equivalents and investments in mutual funds.
Creditriskfrombalancesdeposited/investedwithbanksandfinancialinstitutionsismanagedbytheCompany’streasurydepartmentinaccordance
withtheCompany’spolicy.Investmentsofsurplusfundsaremadeonlywithapprovedcounterpartiesandwithinlimitsassignedtoeachcounterparty.
Counterpartylimitsarereviewedbythetopmanagementonanannualbasis,andmaybeupdatedthroughouttheyearsubjecttoapprovaloftheBoard
ofDirectors.Thelimitsaresettominimisetheconcentrationofrisksandthereforemitigatefinanciallossthroughacounterparty’spotentialfailureto
makepayments.Basedonthispolicy,theCompanydoesnotforeseeanyriskonaccountofcreditlosses,eitherinthebankdepositswhicharemade
withAAandaboveratedbanksandalsoinregardtomutualfundswhichisprimarilydebtorientedfunds.Nolossallowanceshavebeenprovidedfor
any other receivables from financing activities like cash and bank deposits, mutual funds and other similar deposits. Also, there have been no
modifications in contractual cash flows on financial assets.
TheCompany’smaximumexposuretocreditriskforthecomponentsoftheBalanceSheetasatMarch31,2024andasatMarch31,2023isthe
carryingamountsofCashandcashequivalentsandotherfinancialassetsasdisclosedinnotes4and3respectively.However,thecreditriskislowdue
to reasons mentioned above.
(B) Liquidity risk
LiquidityriskistheriskthattheCompanymayencounterdifficultyinmeetingitspresentandfutureobligationsassociatedwithfinancialliabilities
thatarerequiredtobesettledbydeliveringcashoranotherfinancialasset.TheCompany'sobjectiveisto,atalltimes maintainoptimumlevelsof
liquidityto meet its cash and collateral obligations. The Company requires funds both for short term operational needs as well as for long term
investmentprogramsmainlyinprojects.TheCompanycloselymonitorsitsliquiditypositionanddeploysarobustcashmanagementsystem.Itaimsto
minimisetheserisksbygeneratingsufficientcashflowsfromitscurrentoperations,whichinadditiontotheavailablecashandcashequivalents,liquid
investments and sufficient committed fund facilities, will provide liquidity.
The liquidity risk is managed on the basis of expected maturity dates of the financial liabilities. The carrying amounts are assumed to be reasonable
approximation of fair value. The table below summarises the maturity profile of the Company's financial liabilities based on contractual undiscounted
payments:
(Rs. in millions)
Payable on Less than 1 More than 5
Particulars 1 to 5 years Total
demand year years
March 31, 2025
Borrowings - 1 ,813.41 3,027.47 - 4 ,840.88
Lease liabilities - 3 .26 1.54 - 4 .80
Trade payables - 7 49.47 - - 7 49.47
Other financial liabilities - 2 73.42 3.61 2 77.04
Total - 2 ,839.57 3,032.62 - 5 ,872.19
March 31, 2024
Borrowings - 1 ,200.59 411.06 - 1 ,611.64
Lease liabilities - 1 0.18 2.64 - 1 2.82
Trade payables - 9 66.16 - - 9 66.16
Other financial liabilities - 5 0.51 26.25 - 7 6.76
Total - 2 ,227.44 439.95 - 2 ,667.38
424Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
March 31, 2023
Borrowings - 5 75.46 181.31 - 7 56.77
Lease liabilities - 7 .64 6.38 - 1 4.02
Trade payables - 4 55.55 - - 4 55.55
Other financial liabilities - 4 8.14 23.91 - 7 2.05
Total - 1 ,086.79 211.60 - 1 ,298.39
Marketriskistheriskthatthefairvalueoffuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketprices.Marketrisk
comprises twotypes ofrisk:interest rate riskand currencyrisk. Financialinstruments affectedbymarketriskincludeborrowings, bankdeposits,
Investments in short-term mutual funds, and derivative financial instruments.
(D) Interest rate risk
Interestrateriskistheriskthatthefairvalueorthefuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketinterest
rates.TheCompany’sexposuretotheriskofchangesinmarketinterestrateprimarilyrelatestotheCompany'slongtermdebtobligationswithfloating
interest rates.
(E) Interest rate sensitivity
Thefollowingtabledemonstratesthesensitivitytoareasonablypossiblechangeintheinterestratesonthatportionofloansandborrowingsaffected.
With all the other variables held constant, the Company's loss before tax is affected through the impact on floating rate borrowings, as follows:
(Rs. in millions)
Particulars Increase/Decrease in Basis Points Effect on profit before tax
March 31, 2025
Base Rate +50 2 .42
Base Rate -50 - 2.42
March 31, 2024
Base Rate +50 0 .81
Base Rate -50 - 0.81
March 31, 2023
Base Rate +50 0 .38
Base Rate -50 - 0.38
425Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
46 Capital management
A Risk management
ForthepurposesofCompanycapitalmanagement,CapitalincludesequityattributabletotheequityholdersoftheCompanyandallotherequityreserves.The
primaryobjective of the Companycapital management is to ensure thatit maintains an efficientcapital structureand maximizeshareholder value. The
Companymanagesitscapitalstructureandmakesadjustmentsinlightofchangesineconomicconditionsandtherequirementsofthefinancialcovenants.To
maintainoradjustthecapitalstructure,theCompanymayadjustthedividendpaymenttoshareholdersorissuenewshares.TheCompanyisnotsubjecttoany
externallyimposedcapitalrequirements.Nochangesweremadeintheobjectives,policiesorprocessesformanagingcapitalduringtheyearendedMarch31,
2025, year ended March 31, 2024 and March 31, 2023.
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Equity share capital 951.32 26.43 24.73
Free reserve* 3,213.86 2,542.88 1,351.23
4,165.18 2,569.31 1,375.96
Financial assets at amortised cost
Non-current
Investments 4 .76 4 .04 -
Loans - - -
Others 1 34.30 5 ,142.66 1 57.49
Current
Trade receivables 7 63.04 7 69.94 3 67.13
Loans - - -
Cash and bank balances 6 84.54 1 ,135.79 5 49.83
Other Bank Balances 3 73.41 5 28.04 4 11.88
Other financial assets 6 84.99 2 15.58 1 52.22
Total 2 ,645.04 7 ,796.05 1 ,638.55
Financial liabilities at amortised cost
Non-current
Long Term Borrowing 3 ,027.47 4 11.06 1 81.31
Other Non Current Financial Liabilities 3.61 26.25 23.91
Current
Short Term Borrowings 1,813.41 1,200.59 575.46
Trade Payables 749.47 966.16 455.55
Other Current Financial Liabilities 273.42 50.51 48.14
Total 5 ,867.38 2 ,654.57 1 ,284.37
* Comprises of retained earning and general reserves.
B Dividends
The Company has not proposed any dividend for the year ended March 31, 2025, March 31, 2024, and March 31, 2023.
47 Disclosure under the Micro,Small and Medium Enterprises Development Act,2006 ("MSMED Act,2006"):
As at As at As at
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
i)The principal amount and interest due thereon remaining unpaid to any supplier
613.01 434.88 -
as at the end of each accounting year:
ii) The amount of interest paid by the buyer in terms of section 16 of Micro Small
and Medium Enterprises Development 2006,along with the amounts of the
- - -
payment made to the supplier beyond the appointed day during each accounting
year.
iii) The amount of interest due and payable for the period of delay in making
payment (Which have been but beyond the appointed day during the year) but
30.75 - -
without adding the interest specified under Micro Small and Medium Enterprises
Development 2006.
iv) The amount of interest accrued and remaining unpaid at the end of each
30.75 - -
accounting year
v) The amount of further interest remaining due and payable even in the
succeeding years,untill such date, when the interest dues as above re actually paid
to the small enterprises for the purpose of disallowance as a deductible expenditure - - -
under section 23 of the Micro Small and Medium Enterprises Development 2006.
The above information regarding Mirco,Small and Medium Enterprises has been determined has been determined to the extent such parties have
been identified on the basis of information available with the company.
426Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
48 First time adoption of Ind AS
A) Reconciliation of total Equity Reported in IGAAP and Ind AS
Particular Note 31 March 2024 31 March 2023 01 April 2022
Total Equity (Shareholder Fund) as per IGAAP 2,461.81 1,364.87 600.39
Adjustment :-
Depreciation of ROU asssets 35 ( 18.87) ( 8.64) (0.92)
Interest on lease liabilty 34 ( 3.17) ( 1.90) (0.24)
Actual rent paid on lease 36 26.05 10.66 1 .39
Gratuity and leave encashment 21 ( 9.95) ( 17.80) (9.67)
Deferred tax 38 11.36 ( 4.25) (6.97)
Receivable written off 15 ( 0.88) ( 0.88) -
Unbilled revenue 29 140.57 8.97 -
Credit note and discount 34 ( 15.41) ( 2.66) -
Subscription and renewable charges 36 ( 2.67) - -
Prepaid booking of bank guarntee charges 34 12.50 4.14 -
Corporate Guarantee Charges 34 ( 44.76) - -
Unrealised gain on investment in mutual fund 34 1.04 ( 1.43) -
Current tax recognised 38 ( 12.57) 0.15 -
Depreciation of property, plant & equipment 35 ( 0.12) - -
Interest Expenses on Mobilisation Advance 34 ( 2.02) - -
81.10 (13.66) (16.40)
Total Equity (Shareholder Fund) as per Ind AS 2,542.88 1,351.23 583.98
B) Reconciliation of profit reported under IGAAP to Ind AS
Particular Note 31 March 2024 31 March 2023 01 April 2022
Net profit under previous GAAP 1,003.64 638.80 3 13.44
Adjustment :-
Depreciation of ROU asssets 35 10.23 7.73 0 .92
Interest on lease liabilty 34 1.27 1.67 0 .24
Actual rent paid on lease 36 (15.39) ( 9.27) (1.39)
Gratuity and leave encashment 21 (7.85) 8.13 9 .67
Deferred tax 38 (15.61) ( 2.71) 6 .97
Receivable written off 15 - 0.88 -
Unbilled revenue 29 (131.60) ( 8.97) -
Credit note and discount 34 12.75 2.66 -
Subscription and renewable charges 36 2.67 - -
Prepaid booking of bank guarntee charges 34 (8.36) ( 4.14) -
Corporate Guarantee Charges 34 44.76 - -
Unrealised gain on investment in mutual fund 34 (2.47) 1.43 -
Current tax recognised 38 12.71 ( 0.15) -
Depreciation of property, plant & equipment 35 0.12 - -
Share Related Expenses 18 (5.19) - -
Interest Expenses on Mobilisation Advance 34 2.02 - -
Total adjustments in PL ( 99.93) ( 2.75) 1 6.40
Total 1,103.53 641.57 2 97.04
427Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
Notes to reconciliations between previous GAAP and IND AS
Deferred tax
Under Indian GAAP, deferred tax was recognized only on timing differences as per AS 22. Under Ind AS, deferred tax is recognized on all temporary
differences between the carrying amounts of assets and liabilities and their tax bases. Accordingly, the Company has recognized Deferred Tax
Assets/Liabilities on adjustments arising from the transition to Ind AS, including:
i) Recognition of Contract/Financial Assets
a
ii) Receivable as per Income Tax Asset
iii) Unamortised Upfront Fee as per Books
iv) Lease and ROU as per Ind AS 116
Defined benefit liabilities:
Under IND AS, re-measurements i.e. actuarial gains and losses and the return on plan assets, excluding amounts included in the net interest expense on
b the net defined benefit liability are recognised in other comprehensive inc
Other comprehensive income:
Under IND AS, all items of income and expense recognised in a period should be included in profit or loss for the period, unless a standard requires or
c permits otherwise. Items of income and expense that are not recognised in profit or loss but are shown in the statement of profit and loss as ‘other
comprehensive income’includes re-measurements of defined benefit plans. The concept of other comprehensive income did not exist under previous
GAAP.
d Unbilled revenue :
Under Indian GAAP, the Company capitalized all construction-related costs of Hybrid Annuity Model (HAM) projects to CWIP, and no revenue or
cost was recognized in the Statement of Profit and Loss.
Under Ind AS, in accordance with Ind AS 115, the Company recognizes construction revenue over time based on performance obligations satisfied
using the cost-to-cost method. The associated costs are expensed as incurred, and CWIP is derecognized. Instead, a Contract Asset or Financial Asset
is recognized. This has resulted in the recognition of both construction revenue and construction expense, with a net profit equivalent to the
construction margin under Ind AS
e Fair valuation on financial assets
The Company has valued financial assets (other than Investment in subsidiaries which are accounted at cost), at fair value. Impact of fair value changes
as on the date of transition, is recognised in opening reserves and changes thereafter are recognised in Statement of Profit and Loss or Other
Comprehensive Income, as the case may be.
Reconciliations between previous GAAP and Ind AS:
f Ind AS 101 requires an entity to reconcile equity, total comprehensive income and cash flows for prior periods. The following tables represent the
reconciliations from previous GAAP to Ind AS:
428Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
49 Corporate Social Responsibility (CSR)
(₹ in millions)
As at As at As at
S.No. Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Amount required to be spent by the Company as per section 135 of companies
act
Amount approved by the Board to be spent during the year 17.60 9.66 4.96
Add: Amount unspent from the previous year - - -
Less: Excess amount spent from the previous year 0.19 1.34 -
A. Amount required to be spent by the Company during the year 17.41 8.31 4.96
B. Amount spent during the year on :
(i) Construction / acquisition of any asset - - -
(ii) On purposes other than (i) above 17.55 8.50 6.30
Adjustment in excess spent in previous year ( 0.04) - -
C. Shortfall/(Excess) in CSR activities at the end of the year (A-B) ( 0.10) ( 0.19) ( 1.34)
D. Provision movement during the year:
Opening provision ( 0.19) ( 1.34) -
Addition during the year ( 0.10) ( 0.19) ( 1.34)
Utilised during the year 0.19 1.34 -
Closing provision ( 0.10) ( 0.19) ( 1.34)
E. Related party transactions in relation to Corporate Social Responsibility - - -
F. Reason for Excess
The company has spent INR 0.10 millions, INR 0.19 millions and INR 1.34 millions in excess of the amount required to be spent for the year
ended March 31, 2025, March 31, 2024 and March 31, 2023 respectively which have been transferred to prepaid account.
G. Nature of CSR activities:
(i) Providing shelter, food, medical facilities to poor and homeless.
(ii) Promotion of education.
(iii) Eradicating extreme hunger & poverty.
(iv) Ensuring environmental sustainability.
(v) Promoting health care including preventive health care
(vi) Rural development projects/ Environmental sustainability
(vii) Women Empowerment, Well-being of Children and under privileged Society
429Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
50 (A) Disclosure pursuant to Appendix D of Ind AS 115 for Service Concession Arrangements
Under service concession arrangements (SCA), where a special purpose vehicle (SPV) has acquired contractual right to receive specified determinable
amount (Annuity) for use of assets, such amounts are recognised as "financial assets" and are disclose as "receivable against service concession
Construction
completed
Start of concession date or
End of Buid Project Cost O&M Cost
period under scheduled
concession Period of Concession as per per annum
concession completion
Name of concession period since concession (₹ in millions)
agreement date under
under concession the appointed Date agreement Refer note
(appointed the
agreement (₹ in millions) (iii)
date) concession
agreement as
applicable
Chorma Bairgania Highways
Private Limited 01-02-2024 31-01-2041 17 Years 3,931.10 377.40 26-10-2025
Mahishi Bakaur Highways
Private Limited 15-12-2023 14-12-204017 Years 5,515.10 529.40 31-01-2026
Note:
(i) 40% of the total bid project cost shall be due and payable to the company during the construction period and balance 60% in half yearly annuity in 15
years in accordance with the provision of service concession agreement.
(ii) Interest shall be due and receivable on the reducing balance of completion cost at an interest rate equal to the applicable rate specified in the
concession agreement. Such interest shall be due and receivable in half yearly annuity in accordance with provision of the concession agreement.
(iii) Operation and maintenance ( O&M) cost per year consist of first year amount which specified under concession agreement and installment of
subsequent year O&M shall be adjusted with the price index multiple on the reference index date preceding the due date of payment thereof.
(iv) The following other terms and conditions includes in accordance with concession agreement:
Investment grant from concession grantor: No
Infrastructure return at the end of concession period: Yes
Investment and renewal obligation: Nil
Basis upon which re-pricing or re-negotiation is determined: NA
Premium payable to granter: Nil
Receivable under Service Concession Agreements with National Highways Authority of India.
Name of entity Descriotion of arrangement Significant terms of the arrangement Annuity receivable from concession
The Company is formed as a special Period of concession : 2023-40
As at As at As at
purpose vehicle (SPV) Rehabilitation, Up-Remuneration : 40% during
March 31, March 31, March 31,
gradation and Construction of Two Lane construction period and balance 60% in
2025 2024 2023
with paved Sholder of Selected Road half yearly annuity in 15 years as per
Stretches form Bakaur to parsarma concession agreement.
Section-I (Design Km. 13.300 to Km Investment grant from concession grantor
18.875) NH-527A, Parsarma to Bariyahi : No
Mahishi Bakaur Highways
Section-II (Design Km 0.000 to Km Infrastructure return at the end of
Private Limited
24.068) NH-327E, Bangaon Bypass concession period : Yes Investment and
Section-III (Design Km 0.000 to 3.820) & renewal obligations : Nil 1743.93 601.66 NIL
Mahishi Spur Road Section IV (Design Re-pricing dates : NA
Km 0.000 to Km 5.720) under BRT Basis on which re-pricing or re-
Scheme Bharatmala Pariyojna Phase-I in negotiation is determined : NA
the State of Bihar on HAM Mode. Premium payable to grantor: Nil
The Company is formed as a special Period of concession : 2024-41
purpose vehicle (SPV) Rehabilitation and Remuneration: 40% during construction
Upgradation of Chorma – Bairgania period and balance 60% in half yearly
section of National Highway No. 227F to annuity in 15 years as per concession
2 lane with paved shoulders from Design agreement.
Ch.0+000 to Ch. 34+566 in the state of Investment grant from concession grantor
Chorma Bairgania Highways Bihar on Hybrid Annuity Mode Project” : No Infrastruoture return at the end
1103.97 461.19 NIL
Private Limited of concession period : Yes Investment and
renewal obligations : Nil
Re-pricing dates : NA
Basis on which re-pricing or re-
negotiation is determined : NA Premium
payable to grantor: Nil
43050 (B) Disclosure pursuant to Ind AS 115 ,Revenue from contracts with customer
For the Year ended For the year ended For the year ended
A Disaggregated revenue information
March 31, 2025 March 31, 2024 March 31, 2023
(i) Type of revenue wise
Revenue from Construction Contracts 1 0,624.88 8,850.69 6,092.13
Material handling receipt 9 02.20 259.44 4.95
Revenue from goods & materials 2 .72 101.10 88.03
Total 1 1,529.80 9,211.23 6,185.11
(ii) Based on geography wise
India 1 1,529.80 9,211.23 6,185.11
Outside India - - -
Total 1 1,529.80 9,211.23 6,185.11
(iii) Timing of Revenue recognition
Revenue from Goods and Services transferred to
customers at a point in time 2 .72 101.10 88.03
Revenue from Goods and Services transferred to
customers over time 1 1,527.08 9,110.13 6,097.08
Total 1 1,529.80 9,211.23 6,185.11
B Movement in contract balance is as follows :-
Contract Assets
(unbilled work- Contract Liabilities Trade
Particulars
in- (due to customers) Receivables
progress)
Balance as at 01 April 2022 - 167.27 311.78
Net Increase / (decrease) - (103.76) 5 5.35
Balance as at 31 March 2023 - 63.51 367.13
Net Increase / (decrease) 1,051.42 385.33 4 02.81
Balance as at 31 March 2024 1,051.42 448.84 7 69.94
Net Increase / (decrease) 2,814.87 (193.75) (6.90)
Balance as at 31 March 2025 3,866.29 255.09 7 63.04
C Performance Obligation
(i) Sales of goods:
Performance obligation is satisfied upon delievery of goods. Payment is generally taken in advances or due within 30 to 90 days after delievery of goods
(ii) Sales of Services:
The performance obligation is satisfied over time as the assets is under control of customer and they simultaneously receives and consumes the benefits
provded by the group. The Group received progressive payment towards provision of services.
D Reconcilaition of the amount for revenue recognised in the Statement of Profit and Loss with the contract Price:
For the Year ended For the Year ended For the Year ended
Particulars
March 31, 2025 March 31, 2024 March 31, 2023
Revenue as per contracted price 1 0,164.47 8,581.30 5,859.08
Adjustments
Variable Consideration
- Performance Bonus 3 15.93 267.25 233.05
- Price Escalation 1 44.48 2.15 -
Revenue from Contract with Customers 1 0,624.88 8,850.69 6,092.13
431Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
51 Interests in other entities
(a) Subsidiaries
As at March 31, 2025
Net assets i.e. total assets Share in other comprehensive Share in total comprehensive
Share in profit or loss
minus total liabilities income income
As % of
Name of the entity As % of
As % of As % of consolidated
Amount Amount Amount Amount consolidated total
consolidated consolidated other
(₹ millions) (₹ millions) (₹ millions) (₹ millions) comprehensive
net assets* profit or loss* comprehensive
income*
income*
Parent
Dhariwal Buildtech Limited 3,732.21 89.60% 1,243.65 77.44% 2.55 99.88% 1,246.20 77.48%
Subsidiary
Mahishi Bakaur Highways Private Limited 637.04 15.29% 99.97 6.23% - 0.00% 99.97 6.22%
Chorma Bairgania Highways Private Limited 652.99 15.68% 262.34 16.34% - 0.00% 262.34 16.31%
Chandan Nagar Bareilly Highways Private 0.96 0.02% -0.03 0.00% - 0.00% -0.03 0.00%
limited (Formerly known as Bakaur Parsarma
Highways Private limited)
Inter-company eliminations/ adjustments (858.02) -20.60% (0.03) 0.00% - 0.00% (0.02) 0.00%
4,165.18 100.00% 1,605.90 100.00% 2.55 99.88% 1,608.45 100.00%
As at 31 March 2024
Net assets i.e. total assets Share in other comprehensive Share in total comprehensive
Share in profit or loss
minus total liabilities income income
As % of
Name of the entity As % of
As % of As % of consolidated
Amount Amount Amount Amount consolidated total
consolidated consolidated other
(₹ millions) (₹ millions) (₹ millions) (₹ millions) comprehensive
net assets* profit or loss* comprehensive
income*
income*
Parent
Dhariwal Buildtech Limited 2,498.61 97.22% 1,025.53 93.11% 2.08 100.00% 1,027.61 93.12%
Subsidiary
Mahishi Bakaur Highways Private Limited 510.14 19.85% 31.87 2.89% - 0.00% 31.87 2.89%
Chorma Bairgania Highways Private Limited 359.76 14.00% 44.05 4.00% - 0.00% 44.05 3.99%
Chandan Nagar Bareilly Highways Private 0.99 0.04% (0.01) 0.00% - 0.00% (0.01) 0.00%
limited (Formerly known as Bakaur Parsarma
Highways Private limited)
Inter-company eliminations/ adjustments (799.53) -31.11% - 0.00% - 0.00% - 0.00%
2,569.97 100.00% 1,101.45 100.00% 2.08 100.00% 1,103.53 100.00%
As at 31 March 2023
Net assets i.e. total assets Share in profit or loss Share in other comprehensive Share in total comprehensive
minus total liabilities income income
As % of
Name of the entity As % of
As % of As % of consolidated
Amount Amount Amount Amount consolidated total
consolidated consolidated other
(₹ millions) (₹ millions) (₹ millions) (₹ millions) comprehensive
net assets* profit or loss* comprehensive
income*
income*
Parent
Dhariwal Buildtech Limited 1,375.98 100.00% 641.57 100.00% (2.31) 100.00% 639.26 100.00%
Subsidiary
Mahishi Bakaur Highways Private Limited 0.99 0.07% - 0.00% - 0.00% - 0.00%
Chorma Bairgania Highways Private Limited - 0.00% - 0.00% - 0.00% - 0.00%
Chandan Nagar Bareilly Highways Private - 0.00% - 0.00% - 0.00% - 0.00%
limited (Formerly known as Bakaur Parsarma
Highways Private limited)
Inter-company eliminations/ adjustments (1.01) -0.07% - 0.00% - 0.00% - 0.00%
1,375.96 100.00% 641.57 100.00% (2.31) 100.00% 639.26 100.00%
432(b) Joint Operations
The group has interest in following joint arrangement which was set up as an Un-incorporated AOPs for construction of roads, highways.
Date of acquisition of Proportion of
Country of
S.no Name of the Jointly Controlled Entity interest in Holding company
incorporation
joint operations interest (%)
1 Dhariwal JK (JV) India 05-01-2024 51%
2 Dhariwal-Bholeshanker (JV) India 16-09-2022 51%
3 Dhariwal- Evarscon (JV) India 16-09-2022 95%
Classification of Joint Arrangements
The holding company has entered into joint arrangements with third parties through an association of persons (AOP). As per the contractual arrangements, the company being
one of the party to the joint arrangements has right to the assets and obligations for the liabilities relating to the arrangement. Accordingly the joint arrangements have been
identified has joint operations.
There is no change in the proportion of holding company interest since the incorpoartion of JV's.
Financial impact of joint controlled operations
The holding company accounts for assets, liabilities, revenue and expenses relating to its interest in joint controlled operations based on the internal agreements/arrangements
entered into between the parties to the joint arrangements for execution of projects. Accordingly the company has recognized total income and expenditure, Assets and Liabilities
as follows:-
As at As at As at
Particulars
March 31, 2025 31 March 2024 31 March 2023
Income
1.16 0.9 0.09
433Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
52 Deferred Tax
Income taxes
Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year. Current and deferred taxes are recognised
in statement of profit and loss, except when they relate 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.
Current income taxes
The current income tax expense includes income taxes payable by the Company having its branches in India and overseas where it operates. The current tax payable
by the Company in India is Indian income tax payable on income after taking credit for tax relief available for export operations in Special Economic Zones (SEZs).
Current income tax payable by overseas branches of the Company is computed in accordance with the tax laws applicable in the jurisdiction in which the respective
branch operates. The taxes paid are generally available for set off against the Indian income tax liability of the Company’s worldwide income. Advance taxes and
provisions for current income taxes are presented in the balance sheet after off-setting advance tax paid and income tax provision arising in the same tax jurisdiction
and where the relevant tax paying unit intends to settle the asset and liability on a net basis.
Deferred income taxes
Deferred income tax is recognised using the balance sheet approach. Deferred income tax assets and liabilities are recognised for deductible and taxable temporary
differences arising between the tax base of assets and liabilities and their carrying amount, except when the deferred income tax arises from the initial recognition of
an asset or liability in a transaction that is not a business combination, affects neither accounting nor taxable profit or loss at the time of the transaction. Deferred
income tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences and the carry
forward of unused tax credits and unused tax losses can be utilised. The carrying amount of deferred income tax assets is reviewed at each reporting date and
reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilised.
Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the years in which the temporary
differences are expected to be received or settled. For operations carried out in SEZs, deferred tax assets or liabilities, if any, have beeen established for the tax
consequences of those temporary differences between the carrying values of assets and liabilities and their respective tax bases that reverse after the tax holiday
ends.
Deferred tax assets and liabilities are offset when they relate to income taxes levied by the same taxation authority and the relevant entity intends to settle its current
tax assets and liabilities on a net basis.
Deferred tax assets include Minimum Alternate Tax (MAT) paid in accordance with the tax laws in India, to the extent it would be available for set off against future
current income tax liability. Accordingly, MAT is recognised as deferred tax asset in the balance sheet when the asset can be measured reliably and it is probable
that the future economic benefit associated with the asset will be realised.
The income tax expense consists of the following:
For the Year ended For the year ended For the year ended
Current tax
March 31, 2025 March 31, 2024 March 31, 2023
Current tax expense for current year 494.92 355.37 225.64
Current tax benefit pertaining to prior year - - -
494.92 355.37 225.64
53 Subsequent events
The following matters have been considered as non-adjusting events in accordance with IND AS 10 - Events after the Reporting Period, and accordingly, no
adjustments have been made in the Financial Statements as at March 31, 2025.
Subsequent to the reporting date, but before the approval of these Financial Statements, the Company voluntarily filed Compounding and/or Adjudication
applications for certain defaults under Section 29, 118, 134, 135, 149, 177, 178, Section 129 read with Schedule III of the Companies Act, 2013 and relevant
corresponding rules. Pursuant to orders received from the respective Authorities, the Company has duly paid penalties in case of Adjudication and Fees in
relation to Compounding aggregating to Rs. 4.98 million and accordingly, the aforesaid defaults were duly adjudicated and/or compounded.
The Company has also filed an adjudication application for defaults under Rules 14(3) & (4) of Companies (Prospectus and Allotment of Securities) Rules,
2014 and submitted a response to the Show Cause Notices, which stated a penalty of Rs. 0.02 million. The Company is currently awaiting further action from
the respective Authority in this matter.
434Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
54 Additional Regulatory Information
Ratios
As at As at
Ratio Numerator Denominator Variance
March 31, 2024 March 31, 2023
Current ratio (in times) Total current assets Total current liabilities -13%
1.39 1.60
Debt-Equity ratio (in times) Debt consisit of borrowings & Total equity 14%
lease liabilities 0.63 0.55
Debt Services Coverage Earning for debt service= Net Debt service = interest & 18.69 25.13 -26%
ratio (in times) profit after taxes+ Non - Cash lease payments + principal
operating repayments
expenses+interest+other non-
Return on equity ratio (in Profit for the year after tax less Average trade equity -14%
%) preference dividend 55.83% 65.03%
Inventory Turnover ratio (in Cost of goods sold Average inventory 13.37 16.14 -17%
times)
Trade Receivable turnover Revenue from operations Average trade receivables -11%
ratio (in times) 16.20 18.22
Trade Payables turnover Credit purchase during the period Average trade payables -9%
ratio (in times) 9.68 10.62
Net Capital turnover ratio Revenue from operations Average working capital 10.27 13.11 -22%
(in times) (total current assets less total
current liablities)
Net profit ratio (in %) Net profit after tax Revenue from operations 15%
11.96% 10.41%
Return on Capital employed Profit before tax & finance cost Capital employed (total
(in %) assets - current liab.) 46.25% 57.99% -20%
Ratios
As at As at
Ratio Numerator Denominator Variance
March 31, 2025 March 31, 2024
Current ratio (in times) Total current assets Total current liabilities 1.36 1.39 - 0.02
Debt-Equity ratio (in times) Debt consisit of borrowings & Total equity 0.85
lease liabilities
1.16 0.63
Debt Services Coverage Earning for debt service= Net Debt service = interest & 8.40 18.69 - 0.55
ratio (in times) profit after taxes+ Non - Cash lease payments + principal
operating repayments
expenses+interest+other non-
Return on equity ratio (in Profit for the year after tax less Average trade equity
%) preference dividend 47.69% 55.83% -14.58%
Inventory Turnover ratio (in Cost of goods sold Average inventory 7.86 13.37 -0.41
times)
Trade Receivable turnover Revenue from operations Average trade receivables
ratio (in times) 15.04 16.20 -0.07
Trade Payables turnover Credit purchase during the period Average trade payables
ratio (in times) 9.49 9.68 -0.02
Net Capital turnover ratio Revenue from operations Average working capital 10.30 10.27 0.00
(in times) (total current assets less total
current liablities)
Net profit ratio (in %) Net profit after tax Revenue from operations 13.93% 11.96% 16.48%
Return on Capital employed Profit before tax & finance cost Capital employed (total
(in %) assets - current liab.) 31.50% 46.25% -31.89%
Explanation for change in ratio by more
1 Current Ratio : Lower ratio on account of increase in trade payables & advances received from customers
2 Debt-Equity Ratio : Lower ration on account of repayment of debt during the year
3 Debt Service Coverage Ratio : Lower ratio on account of increase in loss during current year
4 Return on Equity Ratio : Lower ratio on account of increase in loss during current year
5 Inventory turnover Ratio : Higher ratio on account of increased sales during the year and lower current ratio
6 Trade Receivable Turnover Ratio : Higher ratio on account of increase in debtor collection
7 Trade Payable Turnover Ratio : Higher Ratio on account decrease in Average Trade Payable.
8 Net Capital turnover Ratio : Higher ration on account of increased sales during the year and lower current ratio
9 Net Profit Ratio : Lower ratio on account of decrease in profit during current year
10 Return on Capital Employed : Lower ratio on account of increase in loss during current year
435Dhariwal Buildtech Limited
CIN: U45209HR2016PLC063908
Notes Forming Part of Restated Consolidated Financial Statements
(All amounts in ₹ millions, unless otherwise stated)
55 The Code on Social Security, 2020
The Code on Social Security, 2020 (‘Code’) has been notified in Official Gazette on 29th September, 2020. The Code is not yet effective and related rules are
yet to be notified. Impact if any of the changes will be assessed and recognised in the period in which said Code becomes effective and the rules framed there
under are notified.
56 Maintenance of Books of accounts under Section 128 of the Companies Act, 2013
The Group has defined process to take daily back-up of books of account maintained electronically however in certain subsidiaries
(a) an accounting application does not support maintenance of logs of backups taken on the daily basis;
(b) there has been instances where there are delays in taking backup in accounting application.
The management is in the process of taking necessary steps to configure systems to ensure the logs of daily backup for books of account is maintained in order
to ensure compliance with the requirements of the applicable statute.
Other statutory
57
information
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property.
(ii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory Period during the period under review
except 1 (One) construction Equipment Loan in FY 2022-23 & FY 2023-24 each for which Company inadvertently omitted to register, the Particulars of
Charge created, with the Registrar of Companies.However, the amount for said loans has been liquidated/Paid.
(iii) The Company has not traded or invested in Crypto currency or Virtual currency during the financial year.
(iv) The Company has not advanced or loaned or invested funds to any other person(s) or entity(ies), includingforeign entities (Intermediaries) withthe
understanding that the Intermediary shall:
a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Company
( U blt)im parotev iBdeen aenfyic igauraiersa)n toere,, security or the like to or on behalf of the Ultimate Beneficiaries
(v) TheCompanyhasnotreceivedanyfundfromanyperson(s)orentity(ies),includingforeignentities(FundingParty)withtheunderstanding(whetherrecorded
in writing or otherwise) that the Company shall:
a) Directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on behalf of the Funding
b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries,
(vi) TheCompanyhasnosuchtransactionwhichisnotrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincomeduringtheyearinthe
tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961.
(vii) TheCompanyhasnotbeendeclaredaswilfuldefaulterbyanybankorfinancialinstitution(asdefinedundertheCompaniesAct,2013)orconsortiumthereof,
in accordance with the guidelines on wilful defaulters issued by the Reserve Bank of India.
(viii) during the year, Company does not have any transactions with companies struck off .
(ix) The company has neither traded nor invested in any of Crypto Currency or virtual currency during any of the financial year under report.
(x) The company neither entered in any derivative transactions such as forward exchange contracts or options to hedge its risks associated with foreign currency
fluctuations nor for trading/speculation profit/loss.
(xi) The company has defined process of books of account maintained electronically however in certain subsidiaries, other relevant books and papers and financial
statements at its registered office.
58 The figures of the previous year have been re-Companyed / re-classified to render them comparable with the figures of the current year.
For S.K. Singla & Associates. For and on the behalf of board of directors
Chartered Accountants Dhariwal Buildtech Limited
FRN: 005903N
Suresh Kumar Singla Chet Ram Dhariwal Mohinder Singh Dhariwal Aditya Dhariwal
Partner Chairman & Managing Director Whole Time Director Chief Executive Officer
M.No. 082526 DIN: 03135648 DIN: 09244227
Place: Hisar
Date: September 26, 2025 Anil Kumar Gaurav Batra
Chief Financial Officer Company Secretary
M.No. A72967
436OTHER FINANCIAL INFORMATION
In accordance with the SEBI ICDR Regulations, the audited financial statements of our Company and our Material
Subsidiaries for the last three Fiscals 2025, 2024 and 2023 and the reports thereon (collectively, the “Audited
Financial Statements”) are available on our website at http://www.dhariwalbuildtech.com. For this purpose, a
Subsidiary has been considered ‘material’ if it contributes 10% or more to the turnover or net-worth or profits before
tax in the annual consolidated audited financial statements of the respective financial year. The definitions of turnover,
net-worth and profits before tax have the same meaning as ascribed to them in the Companies Act.
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR
Regulations. The Audited Financial Statements do not constitute, (i) a part of this Draft Red Herring Prospectus; or
(ii) a prospectus, a statement in lieu of a prospectus, an offering circular, an offering memorandum, an advertisement,
an offer or a solicitation of any offer or an offer document or recommendation or solicitation to purchase or sell any
securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India or elsewhere.
The Audited Financial Statements and the reports thereon should not be considered as part of information that any
investor should consider subscribing for or purchase any securities of our Company or its Subsidiaries and should not
be relied upon or used as a basis for any investment decision.
None of our Company or any of its advisors, nor BRLMs nor any of their respective employees, directors, affiliates,
agents or representatives accept any liability whatsoever for any loss, direct or indirect, arising from any information
presented or contained in the Audited Financial Statements, or the opinions expressed therein.
Accounting Ratios
The accounting ratios derived from the Restated Consolidated Financial Statements as required under Clause 11 of
Part A of Schedule VI of the SEBI ICDR Regulations are given below:
Particulars As at and for Fiscal 2025 As at and for Fiscal 2024 As at and for Fiscal 2023
Earnings per equity share
- Basic (₹) 16.91 11.94 7.91
- Diluted (₹) 16.91 11.94 7.91
RoNW (%) 38.56 42.86 46.79
Net Asset Value per equity
43.78 27.80 16.97
share (₹)
EBITDA (₹ in million) 2,465.68 1,694.40 1,052.87
Notes: The ratios have been computed as under:
1. Basic EPS = Basic earnings per share are calculated by dividing the net restated profit or loss for the year attributable to equity shareholders
by the weighted average number of Equity Shares outstanding during the year.
2. Diluted EPS = Diluted earnings per share are calculated by dividing the net restated profit or loss for the year attributable to equity
shareholders by the weighted average number of Equity Shares outstanding during the year as adjusted for the effects of all dilutive potential
Equity Shares outstanding during the year.
3. Return on Net Worth (%) = Restated net profit or loss for the year attributable to equity shareholders divided by average equity at the end of
the year derived from Restated Consolidated Financial Statements.
4. Net Asset Value (NAV) per Share = Restated Net Worth at the end of the year ÷ Weighted average number of equity shares outstanding at the
end of the year, adjusted for the effect of bonus shares.
5. EBITDA is calculated as restated profit before exceptional items and tax minus Other Income plus Finance Costs, Depreciation and
amortisation expense.
Non-GAAP Measures
Certain non-GAAP measures like EBITDA, EBITDA Margin, PAT, PAT Margin, Net debt to EBITDA ratio, Total
Debt to Equity ratio etc. 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, Indian GAAP, or IFRS. Further, these
Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, Indian GAAP,
or IFRS and should not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the
year 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, or IFRS. In addition, these Non-GAAP Measures are not a standardised term, hence a direct comparison
of similarly titled Non-GAAP Measures between companies may not be possible. Other companies may calculate the
437Non-GAAP Measures differently from us, limiting its 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 it is useful to an investor in evaluating us because it is a widely used measure
to evaluate a company’s operating performance. See “Risk Factor - Certain Non-GAAP financial measures and other
statistical information relating to our operations and financial performance have been included in this Draft Red
Herring Prospectus. These Non-GAAP financial measures are not measures of operating performance or liquidity
defined by Ind AS and may not be comparable with those presented by other companies.” on page 56.
438RELATED PARTY TRANSACTIONS
For details of the related party transactions during Fiscals 2025, 2024 and 2023 as per the requirements under Ind AS
24, see “Financial Information – Restated Consolidated Financial Statements – Note 42 – Related Party Transactions”
on page 420.
439MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
You should read the following discussion of our financial condition and results of operations together with our
Restated Consolidated Financial Information which is included in this Draft Red Herring Prospectus. Our Restated
Consolidated Financial Information differs in certain material respects from IFRS, U.S. GAAP and GAAP in other
countries, and our assessment of the factors that may affect our prospects and performance in future periods.
Accordingly, the degree to which our Restated Consolidated Financial Information will provide meaningful
information to a prospective investor in countries other than India is entirely dependent on the reader’s level of
familiarity with Ind AS.
Unless otherwise indicated, industry and market data used in this section have been derived from the industry report
titled “Assessment of the Indian roads sector” dated September 2025 (the “CRISIL Report”), prepared and released
by CRISIL Intelligence (formerly known as CRISIL Market Intelligence & Analytics) (“CRISIL Intelligence”), which
has been exclusively commissioned and paid for by our Company pursuant to an engagement letter dated November
19, 2024, for the purpose of understanding the industry in connection with this Issue. A copy of the CRISIL Report is
available on the website of our Company at http://www.dhariwalbuildtech.com. Unless otherwise indicated, financial,
operational, industry and other related information derived from the CRISIL Report and included herein with respect
to any particular year refers to such information for the relevant financial year. See “Certain Conventions,
Presentation of Financial, Industry and Market Data – Industry and Market Data” and “Risk Factors – Industry
information included in this Draft Red Herring Prospectus has been derived from an industry report commissioned
and paid for by us as well as exclusively prepared for the purposes of the Issue. There can be no assurance that such
third-party statistical, financial and other industry information is either complete or accurate” on pages 14 and 55 of
this Draft Red Herring Prospectus, respectively.
Some of the information set out in this section, especially information with respect to our plans and strategies, contain
forward-looking statements that involve risks and uncertainties. You should read the section titled “Forward Looking
Statements” on page 17 of this Draft Red Herring Prospectus for a discussion of the risks and uncertainties related
to those statements and also the section titled “Risk Factors” on page 28 of this Draft Red Herring Prospectus for a
discussion of certain factors that may affect our business, financial condition or results of operations. Our actual
results may differ materially from those expressed in or implied by these forward-looking statements. We have included
various key operational and financial performance indicators in this Draft Red Herring Prospectus, some of which
may not be derived from our Restated Consolidated Financial Information or otherwise subjected to an examination,
audit or review or any other services by our Statutory Auditor, or any other expert. The manner of calculation and
presentation of some of the operational and financial performance indicators, and the assumptions and estimates used
in such calculation, may vary from that used by other companies in India and other jurisdictions.
Our Financial Year ends on March 31 of each year. Accordingly, all references to a particular Financial Year are to
the 12 months ended March 31 of that year.
Unless the context otherwise requires, in this section, references to “our Company”, “the Company”, “we”, “us” or
“our”, refers to Dhariwal Buildtech Limited, on a consolidated basis.
Overview
We are an infrastructure construction company specializing in the construction of roads, highways, state highways,
PMGSY roads, bridges, railway over bridges as well as tunnels, railways, irrigation, rural infrastructure and other civil
works. According to the CRISIL Report, we are one of the leading and fastest growing road engineering, procurement
and construction company (“EPC”) with a revenue CAGR of 36.53% between fiscal 2023 and 2025. Our Company
has established itself as a key player in the road EPC segment, backed by a proven track record of efficient and timely
project delivery. Our efficient business model, strategic equipment base and commitment to operational excellence
position us as a trusted partner in India’s infrastructure development. With a pan-India presence and a healthy,
diversified Order Book, we have consistently demonstrated our ability to cater to varied client requirements.
440Our revenue from operations has grown from ₹ 6,185.11 million in Fiscal 2023 to ₹ 11,529.80 million in Fiscal 2025,
with CAGR of 36.53%. Our EBITDA has increased from ₹ 1,052.87 million in Fiscal 2023 to ₹ 2,465.68 million in
Fiscal 2025, with CAGR of 53.03%. Our PAT has grown from ₹ 643.88 million in Fiscal 2023 to ₹ 1,605.90 million
in Fiscal 2025, with CAGR of 57.93%. This consistent growth trajectory reflects our ability to scale operations
efficiently while maintaining strong profitability margins.
Since the commencement of our business in 2017, until as of March 31, 2025, our Company has completed over 29
projects across 8 states with a consolidated contract value of around ₹ 21,176.24 million. We commenced our first
project in 2017 in Uttar Pradesh, on a sub-contractor basis, with a contract value of ₹ 516.20 million, while one of our
recent projects (as a lead member of joint venture with 95% share in the joint venture) at Shinkun La Pass between
Himachal Pradesh and the Union Territory of Ladakh for the construction of uni-directional two-lane twin tunnels has
a contract value of ₹ 10,932.20 million, displaying the rapid growth of our Company as well as enhancement in our
ability to progressively undertake complicated and unique projects. As on the date of this Draft Red Herring
Prospectus, we are eligible to bid for single EPC / HAM road construction projects up to a value of ₹ 14,093.29
million.
We have a consistent track record of executing numerous intricate and unique projects across India. As of March 31,
2025, our Company have 27 ongoing projects spread across India, wherein the clientele comprises of various
government-owned entities and departments within the specific states. As on March 31, 2025, we had an Order Book
of ₹ 47,669.98 million with projects spread across 10 states.
Set out below is our revenue from operations by each of our business segment for Fiscals 2025, 2024 and 2023. Our
business is primarily focused on roadways construction through EPC and HAM projects, which together constitute
the majority of our revenue from operations:
(₹ in million, except percentages)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from As a Revenue from As a Revenue from As a
operations percentage of operations percentage of operations percentage of
revenue from revenue from revenue from
operations operations operations
Roadways 5,286.86 45.85% 7,016.45 76.17% 6,092.13 98.50%
EPC
Roadways 4,974.64 43.15% 1,660.27 18.02% Nil N.A.
HAM
Railways over 363.38 3.15% 173.97 1.89% Nil N.A.
bridges and
tunnels
Others(1) 904.92 7.85% 360.54 3.92% 92.98 1.50%
Total 11,529.80 100.00% 9,211.23 100.00% 6,185.11 100.00%
(1) Others include transportation income and sale of material such as steel, cement, bitumen etc. to our sub-contractors.
Set forth below is a graphical representation of our geographic presence across various states in India as on March 31,
2025.
441Note: The number of ongoing and completed projects include EPC, HAM, BOQ and others including pond ash transportation.
Our Company, from time to time, enters into various agreements with other parties for the purposes of bidding and
execution of projects, whereby certain unincorporated vehicles are formed. For details of our Joint Operations, see
“Our Subsidiaries and Joint Operations – Joint Operations” on page 344.
We are guided by the expertise of our Promoter, Chairman and Managing Director, Chet Ram Dhariwal, who has been
part of the civil construction industry in India since 1986. His association with the Engineering Wing of the Panchayati
Raj, Government of Haryana for over 21 years as a draftsman has provided a solid foundation to his knowledge and
prowess in the area of civil construction. He has received a certificate of commendation in appreciation of his
significant contribution in the timely completion of work in the “Mohammadpur-Chaapra Road” by the Bihar State
Road Development Corporation Limited, Patna and has received appreciation from NHAI for his contribution towards
the construction of the four-lane highway of Ujjain Dewas NH-752 D in the state of Madhya Pradesh as a testament
to his experience in civil construction works, project planning and execution and the ability to manage and grow
operations. According to the CRISIL Report, the backbone of our operations is strengthened with our strong Promoter
experience, a qualified management team and a skilled workforce which are complemented by advanced in-house
capabilities, modern machinery, and robust human resource practices. For further information, please see “Our
Promoters and Promoter Group” and “Our Management” on pages 367 and 346, respectively. Our market position
and the growth of our operations has been a result of the industry experience, vision and guidance of our Promoters
and management team.
Our key clientele comprises of government-owned entities and departments. Our Order Book as of a particular date is
calculated on the basis of the aggregate contract value of our ongoing projects as of such date, adjusted for any change
in scope of our work for such projects, reduced by the value of work executed by us until such date, as certified by the
relevant client and after excluding goods and service tax. Our Order Book, as on March 31, 2025, March 31, 2024,
and March 31, 2023 was ₹ 47,669.98 million, ₹ 24,879.46 million and ₹ 22,440.26 million, respectively.
Set out below is our client-wise Order Book composition, as on March 31, 2025:
442Client Project Type Order Book Value (₹ Percentage of Total
million) Order Book
NHAI EPC Projects 11,168.07 23.43%
HAM Projects 16,467.08 34.54%
BRO EPC Projects 12,086.49 25.36%
NHIDCL EPC Projects 4,696.20 9.85%
Sub-total 44,417.84 93.18%
Others Others(1) 3,252.14 6.82%
Total Order Book 47,669.98 100.00%
(1) Comprises of railway contracts and EPC contracts with clients other NHAI, BRO, NHIDCL.
Our Book-to-Bill ratio for the Fiscal 2025, Fiscal 2024 and Fiscal 2023 was 4.13 times, 2.70 times and 3.63 times,
respectively.
The following table sets out the key events and milestones in our Company’s history displaying the consistent growth
of our Company:
Fiscals Particulars
2017 Incorporation of our Company as SKC Infra Projects Limited
2018 Commenced construction operations with the project awarded in the state of Bihar.
Awarded our first project in the state of Maharashtra for four-lanning of Chikhali - Tarsod package -
2019
IIA section of National Highway – 6.
Awarded the first prime contractor project in the name of the Company for Bye Pass /Periphery road
2020
at Tohana in Fatehabad District.
2021 Awarded the first “largest” prime contractor project in the state of Mizoram for upgradation to two
lane with paved shoulders of the Kwalkuth - Champhai road (International Corridor) of NH-6.
2022 Awarded the construction of six lane flyovers at Boragaon, Gorchuk, Lokhra and Basistha Junction
along with six-laning of approaches on Guwahati Bypass, which was its second largest project as a
“prime contractor” in the state of Assam. The project was completed by March 20, 2024 before the
scheduled completion date resulting in receipt of a bonus amount by our Company. This resulted in
increase of our Company’s bidding technical capacity.
2023 Awarded our first project in the railways sector as a “lead member of a joint venture”.
2023 Awarded our first project in the state of Meghalaya for construction of Major Bridge on Shillong
Bypass connecting National Highway-40 and National Highway-44. The project was completed on
May 24, 2023 before the scheduled completion date and the Company received a bonus amount for
the same.
2023 Awarded our first project in Ladakh for mirror bridge and tunnels, with Boarder Roads Organisation,
Ministry of Defence.
2023 Completion of project before scheduled date in relation to construction of long-term measure of three
black spots location at Sundari, Kishanbazar and Manikpur in the state of Assam on March 18, 2024
. This resulted in increase of the Company’s bidding technical capacity.
2023 Awarded with two hybrid-annuity model based projects in the state of Bihar for a total value of ₹
9,446.20 million for which our Material Subsidiaries, namely Mahishi Bakaur Highways Private
Limited and Chorma Bairgania Highways Private Limited, were incorporated.
2024 Awarded construction works in the states of Rajasthan and Himachal Pradesh.
Awarded EPC project for correction of 17 blacspots/accidental spots under the annual safety road
2025
plan in Kerala,
Awarded the Shinkula tunnel project which will be a high altitude highway tunnel in the world after
2025 completion. Project taken up with Boarder Roads Organization as a lead member of joint venture with
95% share for which it has set up the jointly-controlled operation, M/s Dhariwal Evarscom (JV)
2025 Completion of a standalone work in Assam for construction of six lane standalone flyovers at Raha
Demow Borghat Kathiatali junctions and ROB at Jagiroad and the Company became eligible for
“Bridges & ROBs”
2025 Awarded three hybrid annuity model projects in Uttar Pradesh (Chandannagar-Bareilly) (of contract
value ₹ 6,952.10 million), Bihar (Kishanganj-Bahadurganj) (of contract value ₹ 6,580.00 million) and
in Karnataka (of contract value ₹ 2,930.00 million)
2026 Awarded EPC project for construction of additional major bridge with 4-lane configuration over
rivers Kangshabati and Shilabati in the district of Paschim Medinipur of West Bengal under annual
plan of contract value ₹ 1,580 million,
443Fiscals Particulars
2026 Awarded an EPC project for securing right of way for construction of four-lane greenfield expressway
for connection of Amritsar with Delhi-Amritsar-Katra expressway in the state of Punjab
Our Company’s position in the civil construction works is exemplified by its ahead-of-schedule completion of various
projects, such as the construction of the six lane flyovers at Boragaon, Gorchuk, Lokhra and Basistha junction along
with six laning of approach roads on Guwahati Bypass (NH-37) in the state of Assam, construction of long term
measures for black spots locations at Sundari, Kishanbazar and Manikpur in the state of Assam, and construction of
the bridge at KM 12+865 on the Shillong bypass connecting NH 40 and NH 44 in the state of Meghalaya. We have
demonstrated our ability to execute projects on or ahead of schedule in the past and we believe that we have the
requisite capabilities and expertise to take advantage of the industry’s growth. As on March 31, 2025, our Company
has earned ₹ 173.00 million (including GST) in the form of Early Completion Bonus.
The details of certain key ongoing and completed projects which have established our Company’s presence in the
market, as of March 31, 2025, are as follows:
(Remainder of the page is intentionally left blank)
444Description of the project Client Year of Year of Project Type Contract Percentage of Particulars of the
awarding of completion Value work project
contract (completed (HAM/EPC) (in ₹ completed
/scheduled) million)
Design and construction of unidirectional two lane BRO 2024 2028 EPC 10,932.20 1.43% This will be the
twin tunnels at Shinkun La Pass including civil and longest high-
electrical/mechanical work along with approaches altitude highway
connecting Darcha-Padam Highway (Himachal tunnel in the world
Pradesh and the Union Territory of Ladakh) upon completion.
It will provide all-
weather road
connectivity to
Ladakh, and this
will be the shortest
route to the border
areas of Ladakh.
It is expected to
streamline the
transportation of
heavy machinery to
strategic locations
such as Kargil,
Siachen, and the
Line of Actual
Control (LoAC).
Construction of six lane flyovers at Boragaon, NHAI 2021 2024 EPC 3,000.00 100% The project was
Gorchuk, Lokhra and Basistha Junction along with successfully
the construction of six lane approaches on Guwahati completed 6 months
Bypass (NH-37) ahead of schedule
(Assam) accommodating
more traffic and
vehicles due to the
six lane capacity.
445Description of the project Client Year of Year of Project Type Contract Percentage of Particulars of the
awarding of completion Value work project
contract (completed (HAM/EPC) (in ₹ completed
/scheduled) million)
Rehabilitation, upgradation and construction of two NHAI 2022 2025 HAM 5,515.10 69.94% Contributing to the
lane with paved shoulder of selected road stretches enhancement of
from Bakaur to Parsarma Section-I (NH-527A), vital roads that
Parsarma to Bariyahi Section-II (NH-327E), support economic
Bangaon Bypass Section-III and Mahishi Spur growth and regional
Road Section-IV under Bus Rapid Transit Scheme connectivity by
Bharatmala Pariyojna Phase-I (Bihar) incorporating eco-
friendly
construction
practices to
minimize
environmental
impact, including
the use of durable
materials and the
management of road
drainage systems to
prevent
waterlogging,
removing road
conditions and
safety.
Design-construction of 26 vehicle underpasses and NHAI 2023 2025 EPC 4,345.10 43.32% Improving
installation of metal beam crash barrier and connectivity
demolition and reconstruction of distressed bridge between Lalitpur,
on Lalitpur-Sagar-Lakhnadone of NH-44 (Madhya Sagar, Lakhnadone
Pradesh) and fostering better
trade and
transportation links.
446Description of the project Client Year of Year of Project Type Contract Percentage of Particulars of the
awarding of completion Value work project
contract (completed (HAM/EPC) (in ₹ completed
/scheduled) million)
Rehabilitation and upgradation of Chorma- NHAI 2023 2025 HAM 3,931.10 67.52% The Chorma-
Bairgania section of NH-227F to two lanes with Bairgania section of
paved shoulders (Bihar) NH-227F
rehabilitation and
upgradation project
aims to enhance
road infrastructure,
improve
connectivity, and
boost the regional
economy.
4L of NH530B from Chandan Nagar(Existing NHAI 2025 2026 HAM 6952.10 0% It enhances
Km96.200 of NH530B Design Km.179.500) to connectivity, traffic
Bareilly Bypass(End)(Existing Km267.000 of capacity, and safety
NH30 Design Km227.680) including Trumpet with modern
Interchange at end connecting NH30 in Uttar highway standards.
Pradesh on HAM(Pkg4) The project features
efficient traffic flow
design and is
supervised for
quality and timely
e xecution
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447A list of our operating and financial metrics for Fiscals 2025, 2024 and 2023 is set out below:
As of and for periods
Sr.No. KPIs Unit
March 31, 2025 March 31, 2024 March 31, 2023
Operational Metrics
1 Order Book (1) ₹ (in million) 47,669.98 24,879.46 22,440.26
2 HAM Order Book (2) ₹ (in million) 16,467.08 7,796.32 9,446.20
3 Book to Bill Ratio (3) Times 4.13 2.70 3.63
4 Employee Count (4) Number 1,090 999 796
Financial Metrics
5 Revenue from operations ₹ (in million) 11,529.80 9,211.23 6,185.11
6 EBITDA (5) ₹ (in million) 2,465.68 1,694.40 1,052.87
7 EBITDA Margin (%)(6) % 21.39 18.39 17.02
8 Profit after tax (“PAT”) ₹ (in million) 1,605.90 1,101.45 643.88
9 PAT Margin (%)(7) % 13.93 11.96 10.41
10 Cash Profit Margin (%)(8) % 15.99 13.66 12.64
11 Net Worth (Total Equity) (9) ₹ (in million) 4,165.18 2,569.97 1,375.96
12 Total Debt(10) ₹ (in million) 4,840.88 1,611.64 756.77
13 Net Debt(11) ₹ (in million) 3,782.93 (52.19) (204.94)
14 Net Debt to EBITDA (12) Times 1.53 (0.03) (0.19)
15 Total Debt to Equity (13) 1.16 0.63 0.55
Times
Net Working Capital (in Number of
16 32 12 8
days) (14) Days
17 Gross Block(15) ₹ (in million) 1,833.08 1,409.31 897.84
Return on Equity (RoE)
18 % 38.56 42.86 46.79
(%)(16)
Return on Capital Employed
19 % 24.64 36.62 42.79
(RoCE) (%)(17)
20 EPS ₹ 16.91 11.94 7.91
* Certified by TATTVAM & Co., Chartered Accountants, by way of their certificate dated September 27, 2025.
Notes:
1. Order Book represents the estimated contract value of the unexecuted portion of existing assigned EPC contracts and is an
indicator of visibility of future revenue for our Company.
2. HAM Order Book means an unexecuted portion of a captive order where an EPC contract is entered into by project SPVs.
3. Book-to-Bill Ratio is calculated as the Order Book at a particular period divided by the Revenue from operations for that period.
4. Employee count shows Employees strength of our Company.
5. EBITDA is calculated as Restated profit before exceptional items and tax minus Other Income plus Finance Costs, Depreciation
and amortisation expense.
6. EBITDA Margin (%) is the percentage of EBITDA divided by Revenue from Operations.
7. PAT Margin (%) is calculated as Restated profit (after tax) for the period/year as a % of Revenue from Operations.
8. Cash Profit is calculated as PAT plus depreciation/amortization expense. Cash Profit Margin is calculated as Cash Profit as a %
of Total Income.
9. 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 restated consolidated balance
sheet, but does not include reserves created out of revaluation of assets, write-back of depreciation and amalgamation in
accordance with Regulation 2(1)(hh) of the SEBI ICDR Regulations, as amended. It includes non controlling interest.
10. Total Debt is computed as Non-Current Borrowings plus Current Borrowings.
11. Net Debt has been defined as Total Debt minus cash and cash equivalents, bank balances other than cash and cash equivalents
(including bank balances in margin money and DSRA Account).
44812. Calculated as Net Debt divided by EBITDA.
13. Calculated as Total Debt divided by Total Equity.
14. Net Working Capital (in days) is calculated as (Inventory Day + Debtor's Day - Payable day)
While calculating Net working capital inventory days, debtor days and payable days following formula is used
(i) Inventory days = 365/Inventory Turnover ratio ((Raw material consumed + Construction costs)/Average inventory);
(ii) Debtor Days =365/Debtors Turnover ratio (Revenue from Operations/Average Debtors); and
(iii) Payable days =365/Payable Turnover ratio ((Raw material consumed + Construction costs)/Average payables)
15. Gross Block is calculated as gross value of property, plant and equipment i.e. before depreciation
16. ROE is calculated as PAT as a % of Total Equity at the end of respective reporting period.
17. ROCE is calculated as EBIT as a % of Capital employed wherein capital employed refers to net worth plus total debt at the end of
the respective reporting period and EBIT represents the operating profit of a company before deducting finance cost
and Tax expenses.
On account of efficient utilisation of resources and low working capital cycle, effective control over operational
expenses, high external credit rating and low financial cost, our Company has been able to generate RoCE of
24.64%, 36.62% and 42.79% along with a Book-to-Bill Ratio of 4.13 times, 2.70 times and 3.63 times for Fiscals
2025, 2024 and 2023, respectively.
We also maintain and own our own fleet of modern construction machinery and equipment which reduces our
dependence on third party suppliers for such construction machinery and equipment and enables us in efficient
execution. As of March 31, 2025, we owned a fleet of more than 1,307 major construction equipment (such as
loaders, pavers and excavators excluding vehicles and other equipment) with an aggregate net block value of ₹
1,202.67 million (with gross block value of ₹ 1,676.98 million). In addition to our owned fleet of construction
equipment, we strategically lease additional machinery and equipment such as tractors, transport vehicles, dozers,
excavators etc on a project-specific basis to meet varying project requirements and optimize operational
efficiency. The amount incurred by our Company under such leasing agreements stood at ₹ 109.34 million, ₹
87.18 million and ₹ 117.86 million for Fiscals 2025, 2024 and 2023, respectively.
The table below indicates the details of our owned equipment for the relevant periods.
Particulars As of
Fiscal 2025 Fiscal 2024 Fiscal 2023
Equipment Cost (net of gross
1,202.67 937.96 584.05
block value) (₹ million)
As a % of total revenue from
10.43% 10.18% 9.44%
operations (%)
As a % of total assets (%) 11.42% 15.52% 20.37%
We have developed competencies to deliver a project from conceptualization to completion in a cost efficient
manner, thereby, achieving a net profit of ₹ 1,605.90 million for Fiscal 2025 and delivered return on equity of
38.56 % for Fiscal 2025.
Significant factors affecting our results of operations
Our business, financial condition and results of operations have been, and are expected to be, influenced by
numerous factors. A summary of the most important factors that have had, and that we expect will continue to
have, a significant impact on our business, results of operations and financial condition is set out below:
Government policies, macro-economic environment and sector performance
Our business has, historically, been focused and dependent on projects undertaken or awarded by the government-
owned entities and departments. We expect to continue to derive a significant portion of our revenue from
operations from projects which are in large part dependent on budgetary allocations by governmental authorities.
In the event of any adverse change in such budgetary allocations or delays in the award of construction projects
resulting from changes in government policies and priorities, our business prospects and financial condition may
be adversely affected.
Our business prospects and financial condition are also influenced by general economic conditions in India.
Further, the microeconomic and macroeconomic conditions may also result in fluctuations in interest rates and
inflation rates which could have a material effect on key aspects of our operations, including the cost of our raw
materials and the costs of borrowing required to fund our operations.
449Growth of our Order Book and our ability to execute such contracts
Our Order Book as of a particular date is calculated on the basis of the aggregate contract value of our ongoing
projects as of such date, adjusted for any change in scope of our work for such projects, reduced by the value of
work executed by us until such date, as certified by the relevant client and after excluding goods and service tax.
The table below provides details of our Order Book vis-à-vis our Book-to-Bill ratio as of March 31, 2025, March
31, 2024 and March 31, 2023:
Particulars As on March 31, 2025 As on March 31, 2024 As on March 31, 2023
(in ₹ million) Book-to-Bill (in ₹ million) Book-to-Bill (in ₹ million) Book-to-Bill
ratio (in ratio (in ratio (in
times) times) times)
Value of the Order 47,669.98 4.13 24,879.46 2.70 22,440.26 3.63
Book
As on March 31, 2025, 98.89% of our Order Book comprised of projects undertaken or awarded by the
government-owned entities and departments, which are awarded following competitive bidding processes and
satisfaction of prescribed qualification criteria. With our experience and project identification processes, we
expect to be competitive with the bids we make, but, given the nature of competitive bidding process, there can
be no assurance that we will be successful. For instance, our bid-to-win ratio in Fiscal 2025 was 20.00%. Our
ability to successfully bid for larger government contract will have significant impact on the growth of our Order
Book going forward which may have significant impact on our results of operations. Further, the projects in our
Order Book are subject to changes in the scope of undertakings as well as adjustments to the costs relating to the
contracts. For the purposes of calculating the Order Book value, our Company does not take into account any
escalation or change in work scope of our ongoing projects as of the relevant date, or the work conducted by us
in relation to any such escalation of change in work scope of such projects until such date.
Further, the likelihood of the completion of contracts reflected in our Order Book and the period over which such
contracts are likely to be executed, may vary significantly based on the nature of services to be provided and
various factors that may be beyond our control. See risk factor “Risk Factors – Our Order Book may not be
representative of our future results and our actual income may be significantly less than the estimates reflected
in our Order Book, which could adversely affect our results of operations” on page 33. Accordingly, realization
of our Order Book and the effect on our results of operations may vary significantly from reporting period to
reporting period depending on the nature of the projects, actual performance of such contracts as well as stage of
completion of such projects.
Key project expense drivers
Our profitability and margins are impacted by various costs incurred in financing and executing our projects,
including capital expenditure incurred towards equipment costs, employee expense costs and costs of materials
consumed.
Our revenues are dependent on the payment terms involved in a project. Our contracts typically stipulate payment
terms on the basis of achievement of specified milestones and schedules for the project. In some contracts,
however, the payment terms may not include advance payments or the contract may have payment schedules that
shift payments toward the end of a project or otherwise increase our working capital burdens.
Our business requires a large amount of working capital. In many cases, significant amounts of working capital
are required to finance the purchase of materials, the hiring of equipment and the performance of engineering,
construction and other work on projects before payments are received from clients. For instance, under our HAM
projects, typically 60% of the project cost are borne by the successful Concessionaire through a combination of
equity and debt, and the remaining percentage of the project cost will be paid to the Concessionaire by the client
in instalments, which will be linked to the project completion milestones. Our projects are funded to a large extent
by debt and a change in interest expense may have a material effect on our results of operations and financial
condition. Our outstanding borrowings (including fund and non-fund based), on a consolidated basis, amounted
to ₹ 6,615.26 million, ₹ 3,366.78 million and ₹ 1,841.53 million for Fiscals 2025, 2024 and 2023, respectively.
We have typically financed our capital requirements through bank borrowings and internal accruals. Access to
adequate capital from bank borrowings is on such terms and conditions which are mutually acceptable to our
Company and the lenders. If we experience insufficient cash flows to allow us to make required payments on our
debt or fund working capital requirements, there may be an adverse effect on our business and results of
operations.
450Additionally, we incur capital expenditure and procuring equipment and mobilizing such construction equipment
at the beginning of each project resulting in increased fixed costs to our Company. We also incur employee costs
for executing our projects. Set out below are the details of our capital expenditure towards procuring equipment
and our employee costs as a percentage of our total revenue from operations for the last three Fiscals:
Particulars As of
Fiscal 2025 Fiscal 2024 Fiscal 2023
Costs (in ₹ As a Costs (in ₹ As a Costs (in ₹ As a
million) percentage of million) percentage of million) percentage of
revenue from revenue from revenue from
operations (in operations (in operations (in
%) %) %)
Equipment cost 1,202.67 10.43% 937.96 10.18% 584.05 9.44%
Employee cost 634.09 5.50% 424.48 4.61% 346.47 5.60 %
Further, our cost of materials consumed relates to construction materials such as cement, bitumen, glass, wood,
diesel, grit material and and light diesel oil. Our cost of construction includes subcontracting expenses, stores and
spares consumed, power and fuel costs, equipment hire charges, site installation, technical consultancy and freight
and handling charges. Our cost of materials consumed accounted for 21.97%, 27.77%, and 26.41% of our revenue
of operations for the Fiscal 2025, Fiscal 2024, and Fiscal 2023, respectively. There may unanticipated fluctuations
in costs of each of these components, depending on commodity, labour and other prices in the markets in which
we operate, which, in turn, depend on changes in global economic conditions, industry cycles, supply-and-demand
dynamics, and market speculation, among other factors. Our ability to pass on increased costs to our customers
depends on our contractual arrangements. See risk “Risk Factors – We may be unable to accurately estimate costs
under lump sum contracts, fail to maintain the quality and performance guarantees under our lump sum contracts
and we may experience delays in completing the construction of our projects, which may increase our construction
costs and working capital requirements, and may have a material adverse effect on our financial condition, cash
flow and results of operations” on page 34. If we are unable to pass on such unanticipated price increases to our
customers under our contractual arrangements, we may have to absorb such increases and our business, financial
condition and results of operations may be adversely affected.
Geographic locations, seasonality and weather conditions
Our business operations are dependent on the location where the project to be executed is situated. As of March
31, 2025, our Company had 27 ongoing projects spread across India, wherein the clientele comprises of various
government-owned entities and departments within the specific states, with a total contract value of ₹ 60,526.56
million. We have developed experience of executing projects across diverse geographic locations in India with
varying degrees of complexities such as construction in high-density areas, construction of specialized structures
such as a viaduct in hilly terrain. For instance, we are currently constructing a unidirectional two-lane twin tunnels
at Shinkun La Pass between Himachal Pradesh and the Union Territory of Ladakh for a contract value of ₹
10,932.20 million. The construction is challenging on account of the requirement of maintaining stability of earth
and retaining the soil in the hilly terrains.
Competition
We face significant competition for the award of projects from other construction companies who also operate in
the same segments and markets as us. Our competition varies depending on the size, nature and complexity of the
project and on the geographical region in which the project is to be executed. Further, some of our competitors
are larger than us, have stronger financial resources or have a more experienced management team, or have
stronger engineering capabilities in executing technically complex projects. In the event any of our competitors
offer better pricing, we may lose such bids.
Pre-qualification is key to our winning major projects. Our net worth and track record qualify us to bid for a large
number of the Central Government projects. To bid for some higher value contracts or projects in newer sectors,
we sometimes seek to form strategic alliances or joint ventures with other experienced and qualified companies.
Given the fragmented nature of the construction business, we may not have adequate information about the
projects our competitors are developing and accordingly, we may run the risk of underestimating supply in the
market. Increasing competition could result in price and supply volatility, which could cause our business to
suffer.
Basis of preparation and significant accounting policies
451(a) Statement of Compliance
The Restated Consolidated Financial Statements have been prepared in accordance with Indian Accounting
Standards (IND AS) as prescribed under Section 133 of the Companies Act, 2013 read with Companies (Indian
Accounting Standards) Rules, 2015 as amended time to time and relevant provisions of the Companies Act, 2013
and presentation requirements of Division II of Schedule III to the Companies Act, 2013, (Ind AS compliant
Schedule III). The Financial Statements comply with IND AS notified by Ministry of Corporate Affairs (“MCA”).
The Company has consistently applied the accounting policies used in the preparation for all periods presented.
(b) Basis of Preparation of and compliance with Ind AS
The Restated Summary Statements comprises of the Restated Statement of Assets and Liabilities of the Company
as at March 31, 2025 , March 31, 2024, and March 31, 2023 the related Restated Statement of Profit and Loss
(including Other Comprehensive Income), the Restated Statement of Cash Flows and the Restated Statement of
Changes in Equity for years ended March 31, 2025, March 31, 2024, and March 31, 2023, and the summary of
Significant Accounting Policies and explanatory Notes to the Restated Financial Statements (Collectively the
“Restated Summary Statements”).
These Restated Summary Statements have been prepared by the Management of the Company in accordance with
the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended from time to time, issued by the Securities and Exchange Board of India ('SEBI') on September 11, 2018,
in pursuance of the Securities and Exchange Board of India Act, 1992 ("ICDR Regulations") for the purpose of
inclusion in the Draft Red Herring Prospectus ("DRHP" or "Offering Document") in connection with the proposed
initial public offering of equity shares of face value of Rs. 10 each of the Company comprising a fresh issue of
equity shares (The “Offer”). These Restated Summary Statements have been prepared by 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 ("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 Summary Statements have been compiled by the Management from –
a) Audited Financial Statements of the Company as at and for the year ended March 31, 2025, March 31,
2024, and March 31, 2023, which were prepared in accordance with the 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, at the relevant time, which have been approved by the Board of Directors
at its meeting held on May 25, 2025.
The accounting policies have been consistently applied by the Company in preparation of the Restated Summary
Statements and are consistent with those adopted in the preparation of Audited Financial Statements for the year
ended March 31, 2025. These Restated Summary Statements have been prepared by the Company on the basis
that it will continue to operate as a going concern.
The financial statements have been prepared on a historical cost basis, except for the following assets and
liabilities which have been measured at fair value or revalued amount:
● Derivative financial instruments
● Certain other financial assets and liabilities which have been measured at fair value (refer accounting
policy regarding financial statements)
The Financial Statements are presented in Indian Rupees (Rs.) and all values are rounded to the nearest Millions
(Rs. 1,000,000) except wherever otherwise stated
(c) Basis of Consolidation
452The Consolidated financial information include the financial statements of the Company and its subsidiaries.
Subsidiaries
Subsidiaries are entities controlled by the Company. The Company controls an entity when it is exposed to, or has
rights to, variable returns from its involvement with the entity and has the ability to affect those returns through
its power over the entity. Power is demonstrated through existing rights that give the ability to direct relevant
activities, those which significantly affect the entity's returns. The financial statements of subsidiaries are included
in the restated consolidated financial information from the date on which control commences until the date on
which control ceases.
The standalone financial statements of the company and financial statements of the subsidiaries are consolidated
on a line-by-line basis by adding together the book values of like items of assets, liabilities, incomes and expenses,
after eliminating intra-Company balances, intra-Company transactions and any unrealised incomes and expenses
arising from intra-Company transactions. These restated consolidated financial information are prepared by
applying uniform accounting policies in use at the Company.
When the Company loses control over a subsidiary, it derecognises the assets and liabilities of the subsidiary, and
any related NCI and other components of equity. Any interest retained in the former subsidiary is measured at fair
value at the date the control is lost. Any resulting gain or loss is recognised in the restated consolidated Statement
of profit and loss.
(d) Summary of Significant Accounting Policies
(A) Current vs Non-Current Classification
The Company 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 realised or intended to be sold or consumed in normal operating cycle;
● Held primarily for the purpose of trading;
● Expected to be realised within twelve months after the reporting period, or
● Cash or Cash Equivalent unless restricted from being exchanged or used to settle liability for at least
twelve months after the reporting period.
All other assets are classified as non-current
A liability is treated as 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.
Deferred Tax Assets and Liabilities are classified as non-current assets and liabilities.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and
cash equivalents. The Company has identified twelve months as its operating cycle.
(B) Fair Value Measurement
Fair value is the price that would be received on selling an asset or paid on transferring a liability in an orderly
transaction between market participants at the measurement date. The fair value measurement is based on the
presumption that the transaction to sell the asset or transfer the liability takes place either:
● In the principal market for the asset or liability, or
● In the absence of a principal market, in the most advantageous market for the asset or liability
The principal or the most advantageous market must be accessible by the Company.
453The fair value of an asset or a liability is measured using the assumptions that market participants would use when
pricing the asset or liability, assuming that market participants act in their economic best interest
A fair value measurement of a non-financial asset takes into account a market participant's ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances and for which sufficient data is
available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of
unobservable inputs.
Fair value measurements are categorized into Level 1, 2 or 3 based on the degree to which the inputs to the fair
value measurements are observable and the significance of the inputs to the fair value measurement in its entirety,
which are described as follows:
● Level 1 inputs are quoted prices in active markets for identical assets or liabilities that entity can access
at measurement date
● Level 2 inputs are inputs, other than quoted prices included in Level 1, that are observable for the asset
or liability, either directly or indirectly; and
● Level 3 inputs are unobservable inputs for the asset or liability.
For assets and liabilities that are recognised in the financial statements on a recurring basis, the Company
determines whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based
on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting
period.
For the purpose of fair value Disclosures, the Company has determined classes of assets and liabilities on the basis
of the nature, characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained
above.
(C) Property, Plant and Equipment (PPE) & Intangible Assets and Depreciation
Property, Plant and Equipment
Property, Plant and Equipment are carried at cost of acquisition net of recoverable taxes, any trade discounts and
rebates and accumulated depreciation. The cost comprises of purchase price including import duties, other non-
refundable taxes/ levies, borrowing cost and any other expenses directly attributable to bringing the asset to its
current location and working condition for its intended use.
PPE is recognised when it is probable that future economic benefits associated with the item will flow to the
company and the cost of the item can be measured reliably. Gains or losses arising from de-recognition of
property, plant and equipment are measured as the difference between the net disposal proceeds and the carrying
amount of the asset and are recognized in the Statement of Profit and Loss when the asset is derecognized.
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.
Particulars Building Furniture Vehicles Plant and Computer Office
and Machinery equipment
fixtures
Useful lives 30 years 10 years 10 years 15 years 3 years 5 years
Rate of 9.50% 25.89% 25.89% 18.10% 63.16% 45.07%
Depreciation
Intangible Assets
The Company does not recognize any intangible assets as per the criteria set out in Ind AS 38 - Intangible Assets.
As there are no intangible assets in the books of accounts, no amortization, impairment testing, or related
disclosures are applicable for the reporting period.
Depreciation
Depreciation is recognized using written down value Method so as to write off the cost of the assets (other than
freehold land) less their residual values over their useful lives specified in Schedule II to the Companies Act,
4542013, or in the case of assets where the useful life was determined by technical evaluation, over the useful life so
determined. Depreciation method is reviewed at each financial year end to reflect the expected pattern of
consumption of the future economic-benefits embodied in the asset.
Where cost of a part of the asset ("asset component") is significant to total cost of the asset and useful life of that
part is different from the useful life of the remaining asset, useful life of that significant part is determined
separately and such asset component is depreciated over its separate useful life.
Depreciation on additions to / deductions from, owned assets is calculated pro rata to the period for which asset
is available for use.
Depreciation charge for impaired assets is adjusted in future periods in such a manner that the revised carrying
amount of the asset is allocated over its remaining useful life.
Assets acquired under finance leases are depreciated on a written down value basis over the lease term. Where
there is reasonable certainty that the company shall obtain ownership of the assets at the end of the lease term,
such assets are depreciated based on the useful life prescribed under Schedule II to the Companies Act, 2013 or
based on the useful life adopted by the company for similar assets.
Freehold land is not depreciated
(D) Impairment of Non-Financial Assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset's
recoverable amount. An asset's recoverable amount is the higher of an asset or cash-generating units' (CGU) net
selling price and its value in use. The recoverable amount is determined for an individual asset, unless the asset
does not generate cash inflows that are largely, independent of those from other assets or groups of assets. Where
the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is
written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted
to their present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. In determining net selling price, recent market transactions are taken
into account, if available. If no such transactions can be identified, an appropriate valuation model is used. These
calculations are corroborated by valuation multiples, quoted share prices for publicly traded companies or other
available fair value indicators.
Impairment losses on non-financial asset, including impairment on inventories, are recognized in the statement of
profit and loss, except for properties previously revalued with the revaluation surplus taken to OCI. For such
properties, the impairment is recognised in OCI upto the amount of any previous revaluation surplus.
After impairment, depreciation is provided on the revised carrying amount of the asset over its remaining useful
life.
An assessment is made at each reporting date to determine whether there is an indication that previously
recognised impairment losses no longer exist or have decreased. If such indication exists, the Group estimates the
asset's or CGU's recoverable amount. A previously recognised impairment loss is reversed only if there has been
a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was
recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount,
nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss
been recognised for the asset in prior years. Such reversal is recognised in the statement of profit or loss unless
the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
Intangible assets with indefinite useful lives are tested for impairment annually at the CGU level, as appropriate;
and when circumstances indicate that the carrying value may be impaired
(E) Non-Current Assets Held for Sale
The Company classifies non-current assets and disposal groups as 'Held for Sale' if their carrying amounts will be
recovered principally through a sale rather than through continuing use and sale is highly probable i.e. actions
455required to complete the sale indicate that it is unlikely that significant changes to the sale will be made or that
the decision to sell will be withdrawn.
Non-current assets held for sale and disposal groups are measured at the lower of their carrying amount and the
fair value less costs to sell. Assets and liabilities classified as held for sale are presented separately in the balance
sheet.
Property, Plant and Equipment and intangible assets once classified as held for sale are not depreciated or
amortized.
(F) Earning Per Share
Basic EPS amounts are calculated by dividing the profit for the year attributable to the shareholders of the Co
mpany by the weighted average number of equity shares outstanding as at the end of reporting period.
Diluted EPS amounts are calculated by dividing the profit attributable to the shareholders of the Company by the
weighted average number of equity shares outstanding during the 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
(G) 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.
For the purpose of the statement of cash flows, cash and cash equivalents consist of cash and short-term deposits,
as defined above, net of outstanding bank overdrafts as they are considered an integral part of the Company's cash
management.
(H) Contingent Liabilities and Contingent Assets
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by
the occurrence or non-occurrence of one or more uncertain future events beyond 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 its existence in the financial statements.
Contingent assets are only disclosed when it is probable that the economic benefits will flow to the entity.
(I) Investment Property
Properties, including those under construction, held to earn rentals and/or capital appreciation are classified as
investment property and measured and reported at cost, including transaction costs.
Depreciation is recognised using written down value method so as to write off the cost of the investment property
less their residual values over their useful lives specified in Schedule II to the Companies Act, 2013 or in case of
assets where the useful life was determined by technical evaluation, over the useful life so determined.
Depreciation method is reviewed at each financial year end to reflect the expected pattern of consumption of the
future benefits embodied in the investment property. The estimated useful life and residual values are also
reviewed at each financial year end and the effect of any change in the estimates of useful life/ residual value is
accounted on prospective basis. For the purpose of Useful life considered for depreciation has been referred in
point C above for Building.
Freehold land and properties under construction are not depreciated.
An investment property is derecognised upon disposal or when the investment property is permanently withdrawn
from use and no future economic benefits are expected from the disposal. Any gain or loss arising on derecognition
of property is recognised in the Statement of Profit and Loss in the same period
(J) Inventories
456Inventories which comprise Construction Material, Work in progress, stores & spares and Consumables are valued
at the lower of cost and net realizable value.
The basis of determining costs for various categories of inventories is as follows –
(i) Construction Materials
Construction Material is valued at lower of cost or net realizable value. Cost ascertained on FIFO Basis includes
all the purchase price, duties and taxes which are not recoverable from government authorities, freight inwards
and other expenditure directly attributable to the acquisition.
Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs of
completion and estimated costs necessary to make the sale.
(ii) Stores & Spares and Consumables
It includes cost of purchase and other costs incurred in bringing the inventories to their present location and
condition.
(iii) Work-in-progress
Lower of cost and net realizable value. Cost includes direct materials and labour and a proportion of Construction
overheads based on normal operating capacity.
(iv) Traded Goods
Lower of cost and net realizable value. Cost ascertained on FIFO Basis includes all the purchase price, duties and
taxes which are not recoverable from government authorities, freight inwards and other costs incurred in bringing
to their present location and condition.
Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs of
completion and estimated costs necessary to make the sale.
(K) Leases
(i) Company as a Lessee
The Company applies a single recognition and measurement approach for all leases, except for short-term leases
and leases of low-value assets. The Company recognizes lease liabilities to make lease payments and right-of-use
assets representing the right to use the underlying assets.
1) Right-of-Use Assets
The Company recognizes right-of-use assets at the commencement date of the lease. Right-of-use assets are
measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any re-measurement
of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities recognised, initial direct
costs incurred, lease payments made at or before the commencement date less any lease incentives received. Right-
of-use assets are depreciated on a Straight-Line basis from the commencement date to the end of lease term.
If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects the
exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
The right-of-use assets are also subject to impairment as mentioned in the Impairment of non-financial assets
section of the accounting policies of the company.
2) Lease Liabilities
At the commencement date of the lease, the Company recognizes lease liabilities measured at the present value
of lease payments to be made over the lease term. The lease payments include fixed payments less any lease
incentives receivable, variable lease payments that depend on an index or a rate, and amounts expected to be paid
457under residual value guarantees. The lease payments also include the exercise price of a purchase option
reasonably certain to be exercised by the Company and payments of penalties for terminating the lease, if the lease
term reflects the Company exercising the option to terminate. Variable lease payments that do not depend on an
index or a rate are recognised as expenses in the period in which the event or condition that triggers the payment
occurs.
In calculating the present value of lease payments, the Company uses its incremental borrowing rate at the lease
commencement date because the interest rate implicit in the lease is not readily determinable.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying amount of lease liabilities is re-measured if there
is a modification, a change in the lease term, a change in the lease payments or a change in the assessment of an
option to purchase the underlying asset.
3) Short Term Leases and Leases of Low Value Assets
The Company applies the short-term lease recognition exemption to its short-term leases of machinery and
equipment. It also applies the lease of low-value assets recognition exemption to leases that are considered to be
low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a
straight-line basis over the lease term.
(ii) Company as a Lessor
Leases in which the Company does not transfer substantially all the risks and rewards incidental to ownership of
an asset are classified as operating leases. Rental income arising is accounted for on a straight-line basis over the
lease terms. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying
amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingent rents
are recognised as revenue in the period in which they are earned.
(L) Financial Instruments
(i) Initial Recognition
Financial instruments i.e. Financial Assets and Financial Liabilities are recognised when the Company becomes
a party to the contractual provisions of the instruments. Financial instruments are initially measured at fair value.
Transaction costs that are directly attributable to the acquisition or issue of financial instruments (other than
financial instruments at fair value through profit or loss) are added to or deducted from the fair value of the
financial instruments, as appropriate, on initial recognition. Transaction costs directly attributable to the
acquisition of financial instruments assets or financial liabilities at fair value through profit or loss are recognised
in profit or loss.
(ii) Financial Assets
Subsequent Measurement
All recognised financial assets are subsequently measured at amortized cost using effective interest method except
for financial assets carried at fair value through Profit and Loss (FVTPL) or fair value through Other
Comprehensive Income (FVTOCI).
1) Equity Investments in Subsidiaries, Associates and Joint Ventures/Joint Operations
The Company accounts for its investment in subsidiaries, joint ventures and associates and other equity
investments in subsidiary companies at cost in accordance with Ind AS 27 - 'Separate Financial Statements'.
Joint operations refer Note No. 51(b)
2) Equity Instruments (Other than investments in subsidiaries, associates and Joint Ventures)
All equity investments falling within the scope of Ind-AS 109 are mandatorily measured at Fair Value through
Profit and Loss (FVTPL) with all fair value changes recognized in the Statement of Profit and Loss.
458The Company has an irrevocable option of designating certain equity instruments as FVTOCI. Option of
designating instruments as FVTOCI is done on an instrument-by-instrument basis. The classification made on
initial recognition is irrevocable.
If the Company decides to classify an equity instrument as FVTOCI, then all fair value changes on the instrument
are recognized in Statement of Other Comprehensive Income (SOCI). Amounts from SOCI are not subsequently
transferred to profit and loss, even on sale of investment
3) De-recognition
A financial asset is primarily derecognized when the rights to receive cash flows from the asset have expired, or
the Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay
the received cash flows in full without material delay to a third party under a pass through the arrangement; and
with that –
a) the Company has transferred substantially all the risks and rewards of the asset, or
b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but
has transferred control of the asset.
4) Impairment of Financial Assets
The Company assesses at each date of balance sheet whether a financial asset or a group of financial assets is
impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The Company
recognizes lifetime expected losses for all trade receivables and/or contract assets that do not constitute a financing
transaction. For all other financial assets, expected credit losses are measured at an amount equal to the 12 month
expected credit losses or at an amount equal to the life time expected credit losses if the credit risk on the financial
asset has increased significantly since initial recognition.
(iii) Financial Liabilities
Classification
Financial liabilities and equity instruments issued by the Company are classified according to the substance of the
contractual arrangements entered into and the definitions of a financial liability and an equity instrument.
Subsequent Measurement
The company have all the borrowings at floating interest rate. Being variable interest rate, it is not possible to
estimate future cash flows. Borrowings are recognised initially at an amount equal to the principal receivable or
payable on maturity. So, re-estimating the future cash flows has no significant impact on the carrying value of
Borrowings. Transaction costs are not material to be included in the EIR calculation. So the carrying value is
being considered as amortized cost for all the borrowings bearing a floating interest rate. For trade and other
payables maturing within one year from the balance sheet date, the carrying are Amortized Cost.
Financial Liabilities recognised at FVTPL, including derivatives, are subsequently measured at fair value.
1) Compound Financial Instruments
Compound financial instruments issued by the company is an instrument which creates a financial liability on the
issuer and which can be converted into fixed number of equity shares at the option of the holders.
Such instruments are initially recognised by separately accounting the liability and the equity components. The
liability component is initially recognised at the fair value of a comparable liability that does not have an equity
conversion option. The equity component is initially recognised as the difference between the fair value of the
compound financial instrument as a whole and the fair value of the liability component. The directly attributable
transaction costs are allocated to the liability and the equity components in proportion to their initial carrying
amounts.
459Subsequent to initial recognition, the liability component of the compound financial instrument is measured at
amortised cost using the effective interest method. The equity component of a compound financial instrument is
not re-measured subsequently
2) Financial Guarantee Contracts
Financial guarantee contracts are initially recognised as a liability at fair value. The liability is subsequently
measured at carrying amount less amortization or amount of loss allowance determined as per impairment
requirements of Ind AS 109, whichever is higher. Amortization is recognised as finance income in the Statement
of Profit and Loss.
3) De-recognition
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires
Offsetting Financial Instruments
Financial assets and liabilities are offset and the net amount is reported in the balance sheet where there is a legally
enforceable right to offset the recognised amounts and there is an intention to settle on a net basis or realize the
asset and settle the liability simultaneously.
Re-Classification of Financial Instruments
The Company determines classification of financial assets and liabilities on initial recognition. After initial
recognition, no reclassification is made for financial assets, such as equity instruments designated at FVTPL or
FVTOCI and financial liabilities or financial assets which are debt instruments, a reclassification is made only if
there is a change in the business model for managing those assets.
(M) Revenue Recognition
(i) Revenue
Revenue from contracts with customers is recognised when control of the goods 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. The Company has generally concluded that it is the principal in its revenue arrangements because it
typically controls the goods before transferring them to the customer.
1) Revenue from Construction Contracts
Performance obligation in case of long – term construction contracts is satisfied over a period of time, since the
Company creates an asset that the customer controls as the asset is created and the Company has an enforceable
right to payment for performance completed to date if it meets the agreed specifications.
The stage of completion is measured by input method i.e. the proportion that costs incurred to date bear to the
estimated total costs of a contract. The percentage of completion method (an input method) is the most faithful
depiction of the company’s performance because it directly measures the value of the services transferred to the
customer.
The total costs of contracts are estimated based on technical and other estimates. In the event that a loss is
anticipated on a particular contract, provision is made for the estimated loss. Contract revenue earned in excess
of billing is reflected under as “contract asset” and billing in excess of contract revenue is reflected under “contract
liabilities”.
Revenue billings are done based on milestone completion basis or Go-live of project basis. Retention money
receivable from project customers does not contain any significant financing element, these are retained for
satisfactory performance of contract. In case of long - term construction contracts payment is generally due upon
completion of milestone as per terms of contract. In certain contracts, short-term advances are received before the
performance obligation is satisfied.
460The major component of contract estimate is “budgeted cost to complete the contract” and on assumption that
contract price will not reduce vis-à-vis agreement values. While estimating the various assumptions are considered
by management such as:
● Work will be executed in the manner expected so that the project is completed timely;
● Consumption norms will remain same;
● Cost escalation comprising of increase in cost to compete the project are considered as a part of budgeted
cost to complete the project etc.
Due to technical complexities involved in the budgeting process, contract estimates are highly sensitive to changes
in these assumptions. All assumptions are reviewed at each reporting date.
Services Contracts
For service contracts (including Operation, maintenance contracts and job work contracts) in which the company
has the right to consideration from the customer in an amount that corresponds directly with the value to the
customer of the company’s performance completed to date, revenue is recognized when services are performed
and contractually billable.
Sale of Goods
Revenue from sale of products is recognised at the point in time when control of the asset is transferred to the
customer.
Variable Customers
The nature of the Company’s contracts gives rise to several types of variable consideration, including claims,
unpriced change orders, award and incentive fees, change in law, liquidated damages and penalties. The company
recognizes revenue for variable consideration when it is probable that a significant reversal in the amount of
cumulative revenue recognized will not occur. The company estimates the amount of revenue to be recognized
on variable consideration using the expected value (i.e., the sum of a probability-weighted amount) or the most
likely amount method, whichever is expected to better predict the amount.
The Company’s claim for extra work, incentives and escalation in rates relating to execution of contracts are
recognized as revenue in the year in which said claims are finally accepted by the customers. Claims under
arbitration / disputes are accounted as income based on final award. Expenses on arbitration are accounted as
incurred. Claims – are recognised on its approval from customer / authority / court decision or its surety of receipt
(not on assessment).
2) Insurance & Other Claims
Revenue in respect of claims is recognized when no significant uncertainty exists with regard to the amount to be
realized and the ultimate collection thereof.
(ii) Contract Balances
1) Contract Assets
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the
Company performs by transferring goods or services to a customer before the customer pays consideration or
before payment is due, a contract asset is recognised for the earned consideration that is conditional.
Contract assets represent revenue recognized in excess of amounts billed and include unbilled receivables.
Unbilled receivables, which represent an unconditional right to payment subject only to the passage of time, are
reclassified to accounts receivable when they are billed under the terms of the contract.
2) Trade Receivables
A receivable represents the Company's right to an amount of consideration that is unconditional (i.e., only the
passage of time is required before payment of the consideration is due).
4613) Contract Liabilities
A contract liability is the obligation to transfer goods or services to a customer for which the Company has
received consideration (or an amount of consideration is due) from the customer. If a customer pays consideration
before the Company transfers goods or services to the customer, a contract liability is recognised when the
payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when
the Company performs under the contract.
Contract liabilities include unearned revenue which represent amounts billed to clients in excess of revenue
recognized to date and advances received from customers. For contracts where progress billing exceeds, the
aggregate of contract costs incurred to date plus recognised profits (or minus recognised losses, as the case may
be), the surplus is shown as contract liability and termed as unearned revenue. Amounts received before the related
work is performed are disclosed in the balance sheet as contract liability and termed as advances received from
customers.
(N) Interest Income
For all debt instruments measured at amortized cost or at fair value through other comprehensive income, interest
income is recorded using the effective interest rate (EIR). EIR is the rate that exactly discounts the estimated
future cash payments or receipts over the expected life of the financial instruments or a shorter period, where
appropriate, to the gross carrying amount of the financial asset or to the amortized cost of a financial liability.
When calculating the effective interest rate, the Company estimates the expected estimated cash flows by
considering all the contractual terms of the financial instrument but does not consider the expected credit loss.
Interest income is included under the head "Other Income" in the statement of profit and loss.
Interest income on bank deposits and advances to vendors is recognized on a time proportion basis taking into
account the amount outstanding and the applicable interest rate. Interest income is included under the head "Other
Income" in the statement of profit and loss.
(O) Borrowing Costs
Borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset
are capitalized during the period of time that is required to complete and prepare the asset for its intended use or
sale. Qualifying assets are assets that necessarily take a substantial period to get ready for their intended use or
sale.
(i) Borrowing Cost under Service Concession Agreements
Borrowing costs attributable to the construction of qualifying assets under service concession arrangement
classified as intangible asset, are capitalized to the date of its intended use.
Borrowing costs attributable to concession arrangement classified as financial assets are charged to Statement of
Profit and Loss in the period in which such costs are incurred
(ii) Other borrowing costs are charged to Statement of Profit and Loss in the period in which they are incurred
(P) Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of past
events for which it is probable that an outflow of resources will be required to settle the obligation and the amount
can be reliably estimated as at the balance sheet date. Provisions are measured based on management's estimate
required to settle the obligation at the balance sheet date and are discounted using a rate that reflects the time value
of money. When discounting is used, the increase in the provision due to the passage of time is recognised as a
finance cost.
Other Litigation Claims
Provision for litigation-related obligation represents liabilities that are expected to materialize in respect of matters
in appeal.
462Onerous Contracts
A provision for onerous contracts is measured at the present value of the lower expected costs of terminating the
contract and the expected cost of continuing with the contract. Before a provision is established, the Company
recognizes impairment on the assets with the contracts.
(Q) Taxes
Income tax expense for the period is the tax payable on the current period's taxable income based on the applicable
income tax rate and changes in deferred tax assets and liabilities attributable to temporary differences. The current
income tax charge is calculated in accordance with the provisions of the Income Tax Act 1961.
Deferred income tax is determined using tax rates (and laws) that have been enacted or substantially enacted at
the end of the reporting period and are expected to apply when the related deferred income tax asset is realized or
the deferred income tax liability is settled.
Deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised
for all deductible temporary differences and brought forward losses only if it is probable that future taxable profit
will be available to realize the temporary differences.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends
either to settle on a net basis, or to realize the asset and settle the liability simultaneously.
Current and deferred tax is recognised in profit or loss, except to the extent that it relates to items recognised in
other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive
income or directly in equity, respectively.
(R) Employee Benefits
(i) Short-Term Obligations
All employee benefits falling due wholly within twelve months of rendering the service are classified as short-
term employee benefits. These are expensed as the related service is provided. A liability is recognised for the
amount expected to be paid if the Company has a present legal or constructive obligation to pay this amount as a
result of past service provided by the employee and the obligation can be estimated reliably.
(ii) Post-Employment Obligations i.e.
● Defined benefit plans; and
● Defined Contribution plans
Defined Benefit Plans
The present value of obligation is determined based on actuarial valuation carried out as at the end of each financial
year using the Projected Unit Credit Method.
The obligation is measured at the present value of the estimated future cash flows. The discount rate used for
determining the present value of the obligation under defined benefit plans, is based on the market yield on
government securities, of a maturity period equivalent to the weighted average maturity profile of the related
obligations at the Balance Sheet date.
Re-measurement, comprising actuarial gains and losses, the effect of the changes to the asset ceiling (if applicable)
and the return on plan assets (excluding net interest), is reflected immediately in the balance sheet with a charge
or credit recognised in other comprehensive income in the period in which they occur. Re-measurement
recognised in other comprehensive income is reflected immediately in retained earnings and is not reclassified to
profit or loss. Past service cost is recognised in the statement of profit or loss in the period of a plan amendment.
Net interest is calculated by applying the discount rate at the beginning of the period to the net defined benefit
liability or asset.
463Defined Contribution Plans
The Company's contribution to provident fund, employee state insurance scheme, superannuation fund and
National Pension Scheme (NPS) are considered as defined contribution plans and are charged as an expense as
they fall due based on the amount of contribution required to be made and when services are rendered by the
employee.
(S) Interest in Joint Arrangements
As per Ind AS 111 - “Joint Arrangements / investments in joint arrangements” are classified either as joint
operations or joint ventures. The Company has joint operations. The Company recognizes its direct right to the
assets, liabilities, revenues & expenses of joint operations and its share of any jointly held or incurred assets,
liabilities, revenues and expenses. These have been incorporated in the Restated Consolidated financial statement
in appropriate headings. Where the Company participates in a joint operation, where it does not have joint control
and also does not have the right to the assets and obligation of the liabilities relating to that joint operation, the
interest in the same joint operations has been accounted for in accordance with the applicability of IND AS to that
interest.
(T) Significant accounting judgements, estimates and assumptions
The preparation of Financial statements in conformity with Ind AS requires the management to make judgments,
estimates and assumptions that affect the reported amounts of income, expenses, assets and liabilities and the
disclosure of contingent liabilities, at the end of the reporting period. Although these estimates are based on the
management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates
could result in the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities in
future periods. Therefore, actual results could differ from these estimates. The estimates and underlying
assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in
which the estimate is revised if the revision affects only that period, or in the period of the revision and future
periods if the revision affects both current and future periods.
Judgements
In the process of applying the material accounting policies, management has made the following judgements,
which have the most significant effect on the amounts recognised in the financial statements :
i) Revenue from contracts with customers
The management applied judgements that significantly affect the determination of the amount and timing of
revenue from contracts with customers, such as identifying performance obligations, uncertainty of variable
consideration and estimates on the contract costs.
ii) Valuation of accounts receivable and contract assets in view of credit losses
Accounts receivable and contract assets are material items in the Company’s financial statements. The Company
has concentration of credit exposure on particular customers, being a government organisation, where there could
be delays in collection to various reasons. The management periodically assess the adequacy of provisions
recognised , as applicable, on receivables and contract assets, based on factors such as credit risk of customer,
status of project, discussions with the customer and underlying contractual terms and conditions. This involves
significant judgement.
iii) Financial Instruments
Classification and measurement – Refer note 2(L)
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. The Company based its assumptions and estimates on parameters
available when the Financial Statements were prepared. Existing circumstances and assumptions about future
464developments, however, may change due to market changes or circumstances arising that are beyond the control
of the Company. Such changes are reflected in the assumptions when they occur.
(i) Estimation of contract cost and revenue recognition
Revenue from construction contracts is recognised over a period of time in accordance with IND AS 115,
“Revenue from contracts with Customers”. The contract revenue usually extends over a period 1 to 2 years and
the contact prices are fixed and in few cases subject to clauses with price variances and variable consideration. In
accordance with the Input method prescribed under IND AS 115, the contract revenue is measured based on the
proportion of contract costs incurred for work performed to date relative to the estimated total costs. This method
required the Company to perform an initial assessment of total estimated costs and reassess the total construction
cost at the end of each reporting period to determine the appropriate percentage of completion. The estimation of
total cost to complete the contract involves significant judgement and estimation throughout the period of contract,
as it is subject to revision as the contract progresses- based on latest available information including physical work
done on ground, changes in cost estimates and need to accrue provision for onerous contracts if any. Besides
recognition of revenues based on actual cost and estimated cost to complete the work at the period end, the
measurement recognition of contract assets (unbilled revenue) and contract liabilities (unearned revenue) related
to each of the contract is also depended on the cost estimates.
(ii) Defined benefit plans (gratuity benefit)
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using
actuarial valuations. An actuarial valuation involves making various assumptions that may differ from actual
developments in the future. These include the determination of the discount rate, future salary increases and
mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting
date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans
operated in India, the management considers the interest rates of government bonds in currencies consistent with
the currencies of the post-employment benefit obligation .
The mortality rate are current best estimates of the expected mortality rates of plan members, both during and
after employment. Future salary increases and gratuity increases are based on expected future inflation rates,
seniority, promotion and other relevant factors, such as supply and demand in the employment market.
(iii) Investments and Loans to Subsidiaries
The Company has extended loans to subsidiaries. Due to the nature of business in the infrastructure projects the
Company is exposed to heightened risk in respect of the impairment of loans granted to the aforementioned related
parties. There is significant judgment and estimation uncertainty involved in assessing the impairment of above
loans made to related parties because it is dependent on number of infrastructure projects being completed as per
the schedule timeline and generation of future cash flows.
The carrying amount of investment in subsidiaries held at cost less impairment. These investments are associated
with significant risks in respect of valuation. Changes in business environment could have a significant impact of
the valuation. The investments are carried at cost less any impairment in value of such investments. These
investments are unquoted and hence it is difficult to measure the recoverable amount. The Company performs
annual assessment of impairment to identify any indicators of impairment which are derived from forecasted cash
flows which require management to make significant estimated assumptions related to future revenue growth,
concession period, operation cost, discount rate and the assessment of the status of the project and cost to complete
balance work.
(iv) Useful life of assets of Property, Plant and Equipment
The charge in respect of periodic depreciation is derived after determining an estimate of an asset’s expected
useful life and the expected residual value at the end of its life. The useful lives and residual values of the assets
are determined by management at the time the asset is acquired and reviewed at each financial year end. Refer
Note 2(C).
465(v) Adoption of new accounting principles
Onerous contracts – cost of fulfilling a contract (amendment to Ind AS 37 - Provisions, Contingent Liabilities and
Contingent Assets) The amendment clarified that the ‘costs of fulfilling a contract’ comprise both the incremental
costs and allocation of other direct costs. The Company has adopted this amendment effective 1 April 2022 and
the adoption did not have any material impact on its financial statements.
(vi) Calculation of loss allowance
When measuring ECL the Company uses reasonable and supportable forward-looking information, which is based
on assumptions for the future movement of different economic drivers and how these drivers will affect each
other. Loss given default is an estimate of the loss arising on default. It is based on the difference between the
contractual cash flows due and those that the lender would expect to receive.
Probability of default constitutes a key input in measuring ECL. Probability of default is an estimate of the
likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and
expectations of future conditions.
(vii) Recently issued accounting pronouncements
On 31 March 2023, the Ministry of Corporate Affairs (MCA), notified Companies (Indian Accounting Standards)
Amendment Rules, 2023 effective from 1 April 2023. Following are the key amended provisions which may have
an impact on the financial statements of the Company:
Disclosure of accounting policies (amendments to Ind AS 1 - Presentation of Financial Statements)
The amendments intend to assist in deciding which accounting policies to disclose in the financial statements. The
amendments to Ind AS 1 require entities to disclose their material accounting policies rather than their significant
accounting policies. The amendments provide guidance on how to apply the concept of materiality to accounting
policy disclosures. The Company does not expect this amendment to have any significant impact in its financial
statements.
Definition of accounting estimate (amendments to Ind AS 8 - Accounting Policies, Changes in Accounting
Estimates and Errors).
The amendments distinguish between accounting policies and accounting estimates. The definition of a change in
accounting estimates has been replaced with a definition of accounting estimates. Under the new definition,
accounting estimates are “monetary amounts in financial statements that are subject to measurement uncertainty”.
Entities develop accounting estimates if accounting policies require items in financial statements to be measured
in a way that involves measurement uncertainty. The Company does not expect this amendment to have any
significant impact in its financial statements.
Deferred tax related to assets and liabilities arising from a single transaction (amendments to Ind AS 12 – Income
taxes).
The amendments specify how to account for deferred tax on transactions such as leases. The amendments clarify
that lease transactions give rise to equal and offsetting temporary differences and financial statements should
reflect the future tax impacts of these transactions through recognizing deferred tax. The Company is evaluating
the impact of this amendment, if any, in its financial statements.
Other amendments included in the notification do not have any significant impact on the financial statements.
Change in Accounting Policies / Estimates
There is no change in accounting policies and accounting estimates during the Fiscals 2025, Fiscals 2024, and
2023.
Key Components of Our Statement of Profit and Loss
466The following descriptions set forth information with respect to the key components of our profit and loss
statements.
Total Income
Total income consists of revenue from revenue from operations and other income.
Revenue from operations. Revenue from operations consists of (a) the revenue we generated from construction
services provided to customers and (b) other operating income which comprises of income from shifting of fly
ash and sale of residual material to sub-contractors.
Other income. Other income primarily consists of (a) interest income on (i) bank and (ii) others (b) discount
received, (c) rental income, (d) profit on sale of assets, (e) fair value gain on mutual funds and (f) miscellaneous
income.
Expenses
Expenses include purchase of stock-in-trade, change in inventory of finished goods and stock-in-trade, employee
benefit expenses, finance costs, depreciation and amortization expenses and other expenses.
Employee benefits expense. Employee benefits expenses consists of salaries and wages, contribution to provident
fund and other funds, gratuity expenses and staff welfare expenses.
Finance costs. Finance costs consist of interest on borrowings, interest on lease liabilities, other borrowing costs
comprising of bank guarantee charges, processing fees and other charges.
Depreciation and amortization expense. Depreciation and amortization expense consists of depreciation of
tangible assets, depreciation of right-of-use-assets, depreciation of investment property and amortization of
intangible assets.
Other expenses. Other expenses primarily consist of travelling and conveyance, communication charges, CSR
expense, freight, customs, clearing, forwarding, fee and subscription, insurance expense, legal and professional
fees, auditor’s remuneration, power and fuel, printing and stationery, rates and taxes, rent, repair and maintenance,
royalty, water and electricity charges, miscellaneous charges, loss of sale on fixed assets, sub contract work, and
prior period.
Tax expense
Tax expense consists of current tax and deferred tax (net) charges.
Non-GAAP measures
Certain non-GAAP measures like EBITDA, EBITDA Margin, PAT, PAT Margin, Net debt to EBITDA ratio, Total
Debt to Equity ratio etc.(“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 Indian GAAP. Further, these Non-GAAP Measures are not a measurement of our financial performance
or liquidity under Ind AS, Indian GAAP, or IFRS 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 or Indian GAAP.
In addition, these Non-GAAP Measures are not a standardized term, hence a direct comparison of similarly titled
Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP
Measures differently from us, limiting its 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 it is useful to an investor in evaluating us because it is a widely used
measure to evaluate a company’s operating performance.
Our Results of Operations
467The following table sets forth select financial data from our restated consolidated statement of profit and loss for
Fiscals 2025, Fiscals 2024, and 2023, the components of which are also expressed as a percentage of total revenue
for such periods:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in (% of Total (₹ in (% of Total (₹ in (% of Total
million) Revenue) million) Revenue) million) Revenue)
Income:
Revenue from Construction contracts 10,624.88 91.71% 8,850.69 95.62% 6,092.13 98.23 %
Other operating income 904.92 7.81% 360.54 3.89 % 92.98 1.50 %
Revenue from operations 11,529.80 99.52% 9,211.23 99.51 % 6,185.11 99.73 %
Other Income 55.51 0.48% 45.28 0.49 % 16.80 0.27 %
Total Income 11,585.31 100.00% 9,256.51 100.00% 6,201.91 100.00%
Expenses:
Cost of materials consumed 2,533.05 21.86% 2,558.32 27.64% 1,633.40 26.34%
Cost of contract work 5,608.36 48.41% 4,324.55 46.72% 2,992.19 48.25%
Employee benefits expense 634.09 5.47% 424.48 4.59% 346.47 5.59%
Finance costs 397.98 3.44% 138.60 1.50% 68.66 1.11%
Depreciation and amortisation 246.59 2.13% 163.15 1.76% 140.30 2.26%
expense
Other expenses 288.62 2.49% 209.48 2.26% 160.18 2.58%
Total expenses 9,708.69 83.80% 7,818.58 84.47% 5,341.20 86.12%
Prior period items - - - - - -
Profit before tax 1,876.62 16.20% 1,437.93 15.53% 860.71 13.88%
Tax expense:
Current tax 494.92 4.27% 355.37 3.84% 225.64 3.64%
Deferred tax (net) (224.20) (1.94)% (18.89) (0.20)% (8.81) (0.14)%
Total Tax Expense 270.72 2.34% 336.48 3.64% 216.83 3.50%
Profit for the period/year 1,605.90 13.86% 1,101.45 11.90% 643.88 10.38%
Other comprehensive incomes
Items that will not to be reclassified to
profit or loss in subsequent
period/years:
Net-gain/(loss) on FVTOCI equity - - - - - -
securities
Re-measurement of losses on defined 2.55 0.02% 2.08 0.02 % (2.31) (0.04)%
benefit plan
Income tax effect - - - - - -
Other comprehensive income for the 2.55 0.02% 2.08 0.02 % (2.31) (0.04)%
period/year, net of tax
Total comprehensive income for the 1,608.45 13.88% 1,103.53 11.92% 641.57 10.34%
year
Fiscal 2025 compared to Fiscal 2024
Total Income
Our total income increased by ₹ 2,328.8 million or by 25.16% to ₹ 11,585.31 million for Fiscal 2025, from ₹
9,256.51 million in Fiscal 2024, as a result of increase in our revenue from operations.
Revenue from Operations: Our revenue from operations increased by ₹ 2,318.57 million or by 25.17% to ₹
11,529.80 million for Fiscal 2025 from ₹ 9,211.23 million for Fiscal 2024, primarily due to increase in revenue
from construction contracts of ₹ 1,774.19 million and other operating income of ₹ 544.38 million.
Revenue from construction contracts: Our revenue from construction contracts increased by ₹ 1,774.19 million or
by 20.05 % to ₹ 10,624.88 million for Fiscal 2025 from ₹ 8,850.69 million for Fiscal 2024. The increase in revenue
from construction contracts was primarily on account of revenue from two HAM projects, namely, (i) Bakaur to
Parsarma project and (ii) Chorma to Bairgania road project and one EPC project, namely, Lalitpur- Sagar -
Lakhnadone and Aizwal-Imphal economic corridor road project.
468Other operating income: Our other operating income increased by ₹ 544.38 million or by 150.99 % to ₹ 904.92
million for Fiscal 2025 from ₹ 360.54 million for Fiscal 2024. The increase in other operating income was
primarily on account of income from our business of pond ash transportation, which falls under the category of
material handling,
Other income: Our other income increased by ₹ 10.23 million or by 22.59 % to ₹ 55.51 million for Fiscal 2025
from ₹ 45.28 million for Fiscal 2024, primarily on account of increase in returns from interest on fixed deposits,
rental income, profit on sale of fixed assets, miscellaneous income and discount received on purchase of material
and equipment.
Expenses
Our total expenses increased by ₹ 1,890.11 million or by 24.17 % to ₹ 9,708.69 million for Fiscal 2025 from ₹
7,818.58 million for Fiscal 2024. This was primarily driven by ₹ 1,283.81 million or 29.69 % increase in cost of
contract work, and ₹ 259.38 million or 187.14 % increase in finance cost.
Cost of materials consumed: The cost of materials consumed decreased by ₹ 25.27 million or 0.99% to ₹ 2,533.05
million in Fiscal 2025, as compared to ₹2,558.32 million in Fiscal 2024. This decline was primarily on account
of a change in the revenue composition. In Fiscal 2024, a significant portion of our revenue from operations, i.e.,
63.18% was generated from our project in hilly terrains, where material costs are relatively higher. In contrast, in
Fiscal 2025, a large portion of our revenue from operations, i.e., 72.21% was generated from our projects in plain
terrain, particularly from the states of Bihar and Madhya Pradesh, where material costs are generally lower. This
geographical shift in revenue contribution resulted in reduced material consumption costs during the year.
Cost of Contract Work: Cost of contract work in Fiscal 2025 increased by ₹ 1,283.81 million or by 29.69 % to ₹
5,608.36 million for Fiscal 2025 from ₹ 4,324.55 million for Fiscal 2024, This increase was primarily attributable
to a rise in sub-contracting charges, which grew by ₹ 632.15 or by 20.29 % from ₹3,115.20 million in Fiscal 2024
to ₹3,747.35 million in Fiscal 2025, higher consumption of fuels, lubricants and consumable stores at site, which
increased by ₹ 363.63 million or by 57.23 % from ₹ 635.39 million to ₹ 999.02 million, and a significant increase
in project consultancy charges, which nearly doubled, rising by ₹ 51.88 million or by 95.19 % from ₹ 54.50 million
in Fiscal 2024 to ₹ 106.38 million in Fiscal 2025.
Employee benefit expenses: Employee benefit expenses incurred in Fiscal 2025 increased by ₹ 209.61 million or
by 49.38 % to ₹ 634.09 million for Fiscal 2025 from ₹ 424.48 million for Fiscal 2024, primarily on account of
new workmen hired to ensure timely completion of work due of increase in orders. As a percentage of our total
revenue, employee benefit expenses accounted for 5.47 % in the Fiscal 2025 compared to 4.59% in the Fiscal
2024.
Finance costs: Our finance costs increased by ₹ 259.38 million or by 187.14 % to ₹397.98 million for Fiscal 2025
from ₹ 138.60 million for Fiscal 2024, primarily on account of interest paid on loan taken from various banks for
purchase of fixed assets, term loan and working capital loan, increase in bank processing charges for various
facilities, increase in bank guaranteed charges due to increase in number of new projects. As a percentage of total
revenue, finance cost accounted for 3.44% in the Fiscal 2025 compared to 1.50% in the Fiscal 2024.
Depreciation and amortization expense: The depreciation and amortization expense increased by ₹ 83.44 million
or by 51.14% to ₹ 246.59 million for Fiscal 2025 from ₹ 163.15 million for Fiscal 2024, primarily on account of
purchase of new equipment like plant and machinery and vehicles for execution of new projects and depreciation
on the value of new lease arrangements. As a percentage of total revenue, depreciation and amortization expense
accounted for 2.13% in the Fiscal 2025 compared to 1.76% in the Fiscal 2024.
Other expenses: Our other expenses increased by ₹ 79.14 million or by 37.78 % to ₹ 288.62 million for Fiscal
2025 from ₹ 209.48 million for Fiscal 2024, primarily on account of increase in administration and other general
expense due to new orders like repair and maintenance, insurance on plant and machinery, CSR expense and water
and electricity charges.
Total tax expenses: Our total tax expenses decreased by ₹ 65.76 million or by 19.54 % to ₹270.72 million for
Fiscal 2025 from ₹336.48 million for Fiscal 2024, primarily on account of increase in sale and profit resulting in
payment of higher taxes and adjustment of deferred tax.
469Profit for the year: Our Company earned a profit of ₹ 1,605.90 million for Fiscal 2025 as compared to a profit of
₹ 1,101.45 million for Fiscal 2024 with increase of profit by ₹ 504.45 million or by 45.79%, as a result of increase
in sale.
Fiscal 2024 compared to Fiscal 2023
Total Income
Our total income increased by ₹ 3,054.60 million or by 49.25% to ₹ 9,256.51 million for Fiscal 2024, from ₹
6,201.91 million in Fiscal 2023, as a result of increase in our revenue from operations.
Revenue from Operations: Our revenue from operations increased by ₹ 3,026.12 million or by 48.93 % to ₹
9,211.23 million for Fiscal 2024 from ₹ 6,185.11 million for Fiscal 2023, primarily due to increase in revenue
from construction contracts of ₹ 2,758.56 million and other operating income of ₹ 267.56 million.
Revenue from construction contracts: Our revenue from construction contracts increased by ₹ 2,758.56 million or
by 45.28 % to ₹8,850.69 million for Fiscal 2024 from ₹ 6,092.13 million for Fiscal 2023. The increase in revenue
from construction contracts was primarily on account of revenue from new projects. We won the two lane tunnel
projects at Shinkun La Pass aggregating to a contract value of ₹ 10,932.20 million in the state of Himachal Pradesh
and the Union Territory of Ladakh. We have also won EPC project at Sumdo Kaza in the state of Himachal Pradesh
aggregating to a contract value of ₹ 1,321.43 million.
Other operating income: Our other operating income increased by ₹ 267.56 million or by 287.76 % to ₹ 360.54
million for Fiscal 2024 from ₹ 92.98 million for Fiscal 2023. The increase in other operating income was primarily
on account of income from shifting of fly ash and sale of residual material to sub-contractors.
Other income: Our other income increased by ₹ 28.48 million or by 169.52 % to ₹ 45.28 million for Fiscal 2024
from ₹ 16.80 million for Fiscal 2023, primarily on account of increase in returns from interest on fixed deposits,
rental income, profit on sale of fixed assets, miscellaneous income and discount received on purchase of material
and equipment.
Expenses
Our total expenses increased by ₹ 2,477.38 million or by 46.38 % to ₹ 7,818.58 million for Fiscal 2024 from ₹
5341.20 million for Fiscal 2023, This was primarily driven by ₹ 924.92 million or 56.63% increase in cost of
materials consumed, and ₹ 1,332.36 million or 44.53% increase in cost of contract work.
Cost of materials consumed: Cost of materials consumed in Fiscal 2024 increased by ₹ 924.92 million or by 56.63
% to ₹ 2,558.32 million for Fiscal 2023 from ₹1,633.40 million for Fiscal 2023, primarily on account of increase
in purchase cost of material due to new orders execution and for ongoing projects such as steel, bitumen, sand,
fuel and cement.
Cost of Contract Work: Cost contract work in Fiscal 2024 increased by ₹ 1,332.36 million or by 44.53 % to
₹4,324.55 million for Fiscal 2024 from ₹2,992.19 million for Fiscal 2023, This increase was primarily attributable
to a rise in sub-contracting charges, which grew by ₹ 947.74 or by 43.73 % from ₹ 2,167.46 million in Fiscal 2023
to ₹ 3,115.20 million in Fiscal 2024, higher consumption of fuels, lubricants and consumable stores at site, which
increased by ₹ 157.20 million or by 32.87 % from ₹ 478.19 million to ₹ 635.39 million, and a significant increase
in project consultancy charges rising by ₹ 33.33 million or by 157.44 % from ₹ 21.17 million in Fiscal 2023 to ₹
54.50 million in Fiscal 2024..
Employee benefit expenses: Employee benefit expenses incurred in Fiscal 2024 increased by ₹ 78.01 million or
by 22.52 % to ₹ 424.48 million for Fiscal 2024 from ₹ 346.47 million for Fiscal 2023, primarily on account of
new workmen hired to ensure timely completion of work due of increase in orders. As a percentage of our total
revenue, employee benefit expenses accounted for 4.59 % in the Fiscal 2024 compared to 5.59 % in the Fiscal
2023.
Finance costs: Our finance costs increased by ₹ 69.94 million or by 101.86 % to ₹ 138.60 million for Fiscal 2024
from ₹ 68.66 million for Fiscal 2023, primarily on account of interest paid on loan taken from various bank for
purchase of fixed assets, term loan and working capital loan, increase in bank processing charges for various
470facilities, increase in bank guaranteed charges due to increase in number of new projects. As a percentage of total
revenue, finance cost accounted for 1.50% in the Fiscal 2024 compared to 1.11% in the Fiscal 2023.
Depreciation and amortization expense: The depreciation and amortization expense increased by ₹ 22.85 million
or by 16.28 % to ₹ 163.15 million for Fiscal 2024 from ₹ 140.30 million for Fiscal 2023, primarily on account of
purchase of new equipment like plant and machinery and vehicles for execution of new projects and depreciation
on the value of new lease arrangements. As a percentage of total revenue, depreciation and amortization expense
accounted for 1.76% in the Fiscal 2024 compared to 2.26% in the Fiscal 2023.
Other expenses: Our other expenses increased by ₹49.30 million or by 30.77 % to ₹ 209.48 million for Fiscal
2024 from ₹ 160.18 million for Fiscal 2023, primarily on account of increase in administration and other general
expense due to new orders like repair and maintenance, insurance on plant and machinery, CSR expense and water
& electricity charges.
Total tax expenses: Our total tax expenses increased by ₹ 119.65 million or by 55.18 % to ₹ 336.48 million for
Fiscal 2024 from ₹ 216.83 million for Fiscal 2023, primarily on account of increase in sale and profit resulting in
payment of higher taxes.
Profit for the year: Our Company earned a profit of ₹ 1,101.45 million for Fiscal 2024 as compared to a profit of
₹ 643.88 million for Fiscal 2023 with an increase of profit by ₹ 457.57 million or by 71.07 %, as a result of
increase in sale.
Liquidity and Capital Resources
Cash and cash equivalent consists of (i) cash in hand, (ii) balances with banks in current accounts and (iii) deposits
with original maturity of less than three months. As of March 31, 2025, we had cash and cash equivalents of ₹
684.54 million.
We operate in a capital-intensive industry and our principal liquidity requirements have been to finance our
working capital needs and our capital expenditures. Our primary source of liquidity is cash generated from
operations and borrowings. We expect that cash generated from operations and borrowings will continue to be our
principal source of funds in the long-term. We evaluate our funding requirements periodically in light of our net
cash flow from operating activities, the requirements of our construction of projects under development, bid
opportunities and business operations.
Cash Flows
The following table sets forth our cash flows for the periods indicated:
(₹ in million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net cash generated from / used in operating activities (3,018.35) 311.10 661.88
Net cash generated from / used in investing activities (312.97) (552.03) (598.37)
Net cash generated from / used in financing activities 2,880.05 826.90 359.31
Cash and cash equivalents (closing balance) 684.54 1,135.79 549.83
Operating Activities
Net cash used in operating activities was ₹ (3,018.35) million for Fiscal 2025. The change is due to change in
profit before tax and change in current assets and current liability with major change in increase in contract assets
of ₹ 2,814.87 million, increase in inventory ₹ 746.36 million, increase in other assets of ₹ 580.97 million, increase
in other financial assets ₹ 481.72 million and increase in other financial liability ₹ 200.27 million.
Net cash generated from operating activities was ₹ 311.10 million for Fiscal 2024. The change is due to change
in profit before tax and change in current assets and current liability with major change in increase in other assets
of ₹ 281.03 million, increase in inventory of ₹ 296.19 million, increase in trade receivable of ₹ 402.81 million,
increase in trade payable of ₹ 510.61 million and increase in contract assets of ₹ 1,051.42 million.
471Net cash generated from operating activities was ₹ 661.88 million for Fiscal 2023. The change is primarily
attributable to the variation in profit before tax, and changes in current assets and current liabilities, with major
impacts from an increase in inventory of ₹ 160.24 million and a decrease in contract liabilities of ₹ 103.76 million.
Investing Activities
Net cash used in investing activities was ₹ (312.97) for Fiscal 2025. This is due to purchase of fixed assets
amounting to ₹ 524.71 million for project on NH-27 for Kotwa Mehsi at Muzaffarpur in the state of Bihar, and
project at Shinkun La Pass between Himachal Pradesh and the Union Territory of Ladakh and amount received
from investment in deposit of ₹ 170.84 million.
Net cash used in investing activities was ₹ (552.03) million for Fiscal 2024. This is due to purchase of fixed assets
amounting to ₹ 519.71 million required for project of Aizawl By-pass on Sairang – Phaibawk section in the state
of Mizoram project at Chorma Bairgania section of NH-227F at Motihari Bihar), and investment in deposits
amounting to ₹ 59.44 million.
Net cash used in investing activities was ₹ (598.37) million for Fiscal 2023. This is due to purchase of fixed assets
amounting to ₹ 158.34 million required for project of Pawlrang-Rulchawm section of NH-102B of Aizawl –
Imphal in the state of Mizoram, project of six lane standalone flyovers at Raha Demow Borghat kathaiatali
junctions in the state of Assam and amount invested in deposits amounting to ₹ 445.54 million.
Financing Activities
Net cash from financing activities was ₹ 2,880.05 million for Fiscal 2025. This is due of borrowing of long term
funds amounting to ₹ 2,616.41 million, borrowing of short term funds amounting to ₹ 612.82 million and finance
cost of ₹323.96 million.
Net cash from financing activities was ₹ 826.90 million for Fiscal 2024. This is due of borrowing of long term
funds amounting to ₹ 229.74 million, increase in borrowing of short term funds amounting to ₹ 625.13 million
and finance cost of ₹103.05 million.
Net cash from financing activities was ₹ 359.31 million for Fiscal 2023. This is due of repayment of long term
funds amounting to ₹ 117.48 million, borrowing of short term funds of ₹ 405.03 million and finance cost of ₹
48.98 million.
Indebtedness
As of June 30, 2025, the consolidated total borrowings of our Company and our Subsidiaries (consisting of long
term and short term borrowings) was ₹ 8,975.26 million.
There are several covenants in our financing agreements that we have entered into with our lenders. Further, some
of our financing agreements include conditions and covenants that require us to obtain their consent prior to
carrying out certain activities and entering into certain transactions. Failure to meet these conditions or obtain
these consents could have significant consequences on our business. Typically, we require, and may be unable to
obtain, lender consents to incur additional secured debt, change our capital structure, undertake any change in our
management structure, whether or not there is any failure by us to comply with the other terms of such agreements.
For further information on our indebtedness, see “Financial Indebtedness” on page 477.
Contingent Liabilities
The following is a summary table of our contingent liabilities as at March 31, 2025:
(₹ in million)
Particulars March 31, 2025
Demands raised by income tax authorities 0.14
Demands raised by Indirect tax authorities 2.92
Total 3.06
472Credit Ratings
Our Company has received the following credit ratings from Crisil Ratings as of April 29, 2025:
Particulars Ratings
Long Term Rating Crisil A-/ Positive
Short Term Rating Crisil A2+
Related Party Transactions
We have engaged in the past, and may engage in the future, in transactions with related parties. For details of our
related party transactions, see “Restated Consolidated Financial Information - Note 42 – Related party disclosures
as per IND AS 24” at page 420.
Quantitative and Qualitative Disclosures about Market Risk
In the course of our business activities, we are exposed to certain financial risks, namely market risks, credit risk
and liquidity risk. Our Board oversees the management of these risks. Our Company’s senior management is
responsible for formulating an appropriate financial risk governance framework for our Company and for
periodically reviewing the same. The senior management ensures that financial risks are identified, measured and
managed in accordance with our Company’s policies and risk objectives. Our Board reviews and agrees policies
for managing each of these risks, which are summarized below:
Market Risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of
changes in market prices. Market risk comprises three types of risk: interest rate risk, currency risk and other price
risk, such as equity price risk and commodity risk. Financial instruments affected by market risk include loans
and borrowings, deposits, debt and equity investments and derivative financial instruments. Interest rate risk is
the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market
interest rates. We are exposed to interest risk of changes in market interest rates relates primarily to short-term
debt obligations with floating interest rates. While most of long-term borrowings are on fixed rate basis, certain
borrowings consists of floating rate obligations linked to the applicable benchmark rates, which may typically be
adjusted at certain intervals in accordance with the prevailing interest rates. Increases in interest rates would
increase interest expenses relating to outstanding floating rate borrowings and increase the cost of new debt. In
addition, an increase in interest rates may adversely affect ability to service long-term debt and to finance
development of new projects, all of which in turn may adversely affect results of operations. We seek to mitigate
such risk by maintaining an adequate proportion of floating and fixed interest rate borrowings.
Credit Risk
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. Financial instruments that are subject to credit risk and concentration thereof
principally consist of trade receivables, contract assets, security deposits, deposit with banks, loans, other
receivables and cash and cash equivalents. Our exposure to credit risk is influenced mainly by the individual
characteristics of each customer. However, management also considers the factors that may influence the credit
risk of its customer base, including the default risk associated with the industry and location in which customers
operate. Credit risk on trade receivables, receivables under service concession and contract assets is limited as our
customers mainly consists of the government-owned entities and departments having a strong credit worthiness.
The provision matrix takes into account available external and internal credit risk factors such as our historical
experience for customers.
Liquidity Risk
Liquidity risk is the risk that we will encounter difficulty in meeting the obligations associated with its financial
liabilities that are settled by delivering cash or other financial asset. Our approach to managing liquidity is to
ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are due, under both
normal and stresses conditions, without incurring unacceptable losses or risking damage to our reputation. We
invest in liquid mutual funds and deposit with banks to meet the immediate obligation.
473Unusual or Infrequent Events or Transactions
Except as described in this Draft Red Herring Prospectus, to our knowledge, there have been no unusual or
infrequent events or transactions that have in the past or may in the future affect our business operations or future
financial performance.
There have been no other events or transactions that, to our knowledge, that may be described as “unusual” or
“infrequent.
Significant economic changes that materially affect or are likely to affect income from continuing
operations
Our business has been subject, and we expect it to continue to be subject, to significant economic changes that
materially affect or are likely to affect our income from continuing operations identified above in “- Significant
Factors Affecting our Results of Operations” and the uncertainties described in “Risk Factors” on pages 28 and
449, respectively.
Known Trends or Uncertainties
Our business has been subject, and we expect it to continue to be subject, to significant economic changes arising
from the trends identified above in “Significant Factors affecting our Results of Operations” and the uncertainties
described in “Risk Factors” on pages 449 and 28, respectively. To our knowledge, except as discussed in this Draft
Red Herring Prospectus, 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 Cost and Revenue
Other than as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 28, 279 and 440 respectively, to our knowledge there
are no known factors that may adversely affect our business prospects, results of operations and financial
condition.
New Products or Business Segments
Other than as disclosed in this section and in “Our Business” on page 279, we have not announced and do not
expect to announce in the near future any new business segments.
Seasonality of Business
Our business is dependent on the favourable climatic conditions in order to execute our projects in a time and cost
effective manner. Adverse weather conditions such as heavy rains, landslides, floods, including during the
monsoon season, may restrict our ability to carry on construction activities and require us to evacuate personnel
or curtail services, may result in damage to a portion of our fleet of equipment or facilities resulting in the
suspension of operations, and may prevent us from delivering materials to our project sites in accordance with
contract schedules or generally reduce our productivity. Revenues recorded in the second quarter of our financial
years between July and September are traditionally less compared to revenues recorded during the rest of our
financial year. Our operations are also adversely affected by difficult working conditions and extremely high
temperatures during summer months and shorter working hours in peak winter season, each of which may restrict
our ability to carry on construction activities and fully utilize our resources. For further information see, “Risk
Factors – Our business is subject to fluctuations due to seasonal, climatic and other factors” on page 49.
Suppliers or customer concentration
Our business is primarily dependent on contracts awarded by government-owned entities and departments. Such
projects contributed to 98.89% of our Order Book as of March 31, 2025. For further details, see “Risk Factors –
Our business significantly depends on projects awarded by government-owned entities and departments, which
subjects us to a variety of risks. Such projects contributed to 98.89% of our Order Book as of March 31, 2025”
on page 30.
474While we do not significantly depend on a single supplier, we are dependent on a number of third party suppliers
for our raw materials including but not limited to cement, bitumen, glass, wood, diesel, grit material and light
diesel oil. We rely on a number of suppliers for our raw materials, components and stock-in-trade which are an
integral part of our equipment and systems as well as suppliers for our customer support services. Our costs of
raw materials, components and stock-in-trade attributed to our top 10 suppliers for Fiscals 2025, 2024 and 2023,
are as follows:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
In ₹ million As a % of total In ₹ million As a % of In ₹ million As a % of
Consolidated total total
Total Consolidated Consolidated
Purchase (%) Total Total
Purchase (%) Purchase (%)
Costs of materials 829.26 25.36% 1,373.93 48.80% 1,040.79 58.29%
consumed attributed
to top 10 suppliers
For further details, see “Risk Factors – We rely on a number of third party suppliers for our key components,
materials and stock-in-trade as well as customer support services including product repairs and returns. Any
shortfall in the supply of our components and raw materials or an increase in our component or raw material
costs, or other input costs, may adversely affect the pricing and supply of our products and have an adverse effect
on our business, results of operations and financial condition” on page 45. A supply shortage may increase our
costs if we are forced to pay higher prices for raw materials. When prices rise, they may impact our margins and
results of operations if we are not able to pass the increases onto our customers or otherwise offset them.
Competitive conditions
We operate in a competitive environment. Please see “Our Business”, “Industry Overview” and “Risk Factors” on
pages 279, 192 and 28, respectively for further information on our industry and competition.
Recent Accounting Pronouncements
As of the date of this Draft Red Herring Prospectus, there are no recent accounting pronouncements which would
have a material effect on our financial condition or results of operations.
Summary of reservations or qualifications or adverse remarks of auditors
There are no qualifications of the Statutory Auditors which have not been given effect to in the Restated Financial
Information.
Significant developments subsequent to March 31, 2025
Except as disclosed below, there are no significant developments that have occurred post March 31, 2025, that
affect (a) the trading or profitability of our Company, (b) the value of our assets, or (c) our ability to pay our
liabilities:
(i) Our Company has incorporated a subsidiary, namely, “Dhariwal Bahadurganj Highways Private Limited” on
April 10, 2025; and
(ii) Our Company has incorporated a subsidiary, namely, “Dhariwal Chandan Nagar Highways Private Limited”
on May 1, 2025.
475CAPITALISATION STATEMENT
The following table sets forth our Company’s capitalisation as at March 31, 2025, on the basis of amounts derived
from our Restated Consolidated Financial Statements, and as adjusted for the Issue. This table should be read in
conjunction with the sections titled “Risk Factors”, “Financial Information” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations”, beginning on pages 28, 374 and 440, respectively.
(₹ in million, except ratios)
As adjusted for the proposed
Particulars Pre-Issue (as at March 31, 2025)
Issue(1)
Borrowings
Current borrowings* (A) 938.08 [●]
Non-current borrowings (including 3,902.80 [●]
current maturities of long term nature)
(B)
Total borrowings (C=A+B) 4,840.88 [●]
Shareholders’ Funds
Equity share capital* (D) 951.32 [●]
Other equity* (E) 3,213.86 [●]
Total Shareholders’ Funds (F= 4,165.18 [●]
D+E)
Total Capitalisation (C+F) 9,006.06 [●]
Non-current borrowings (including 0.94 [●]
current maturity and interest
accrued and due on
borrowings)/Total Shareholders’
Fund (B/F)
Total Borrowings/ Total 1.16 [●]
Shareholders’ Fund (C/F)
(1) The corresponding post-Issue capitalization data is not determinable at this stage pending the completion of Book Building Process and
hence has not been furnished. To be updated upon finalization of issue price.
* These terms carry the same meaning as per Schedule III of the Companies Act. 2013 (as amended)
476FINANCIAL INDEBTEDNESS
Our Company and Subsidiaries have availed loans in the ordinary course of business for the purposes of meeting
business requirements.
Our Board is empowered to borrow money in accordance with Sections 179 and 180 of the Companies Act, 2013,
and our Articles of Association. For details regarding the borrowing powers of our Board, see “Our Management
– Borrowing Powers” on page 349.
Set forth below is a brief summary of the aggregate borrowings of our Company and our Subsidiaries, as of June
30, 2025:
(in ₹ million)
Category of Borrowing Sanctioned Amount (to Amount outstanding as
the extent applicable) on June 30, 2025 *
Fund based facilities
Secured Loan
Overdraft 1,400.00 1,255.53
Term loans 6,673.99 4,827.54
Total (A) 8,073.99 6,083.07
Unsecured Loan (B)
Loan from Related Party NA 1.12
From Banks 800.00 521.17
Total (B) 800.00 522.29
Total (C =A+B) 8,873.99 6,605.36
Non-fund based facilities
Bank Guarantee 3,660.00 2,369.90
Letter of credit Nil Nil
Total (D) 3,660.00 2,369.90
Total (E = C+D) 12,533.99 8,975.26
*As certified by TATTVAM & Co., Chartered Accountants pursuant to certificate dated September 27, 2025.
Principal terms of the borrowings availed by our Company and our Subsidiaries:
1. Interest: In terms of the term loan facilities availed by us from Banks, the interest rate is typically base
rate plus margin of the specified lender typically ranging from 6% to 12% per annum;
In terms of the term loan facilities availed by us from Financial Institutions, the interest rate is typically
base rate plus margin of the specified lender typically ranging from 5% to 10% per annum;
In terms of the working capital facilities availed by us from Banks, the interest rate is typically base rate
plus margin of the specified lender typically ranging from 7.78% to 10.40% per annum; and in terms of
the unsecured loan availed by us from related party, the interest rate is 9% per annum.
2. Tenor: The tenor of the overdraft and short term loan facilities availed by us typically ranges from five
days to twelve months. Further, long term loan facilities availed by us from banks and financial
institutions have a tenor ranging from twelve months to eighteen months.
3. Security: In terms of our borrowings where security needs to be created, we are typically required to:
a) Fixed exclusive Pari passu charge and hypothecation on the movable fixed assets of the company
and
b) Personal Guarantees by the Promoters,
4. Repayment: The loan facilities are repayable as per a fixed schedule in monthly instalments, wherever
applicable.
5. Prepayment: In terms of the term loans availed by us, the Company have the option to pre pay the
lenders, in part or in full - the debt together with all interests, prepayment premium and other charges
and monies due and payable to the bank up to the due date. Some of these loans provide for prepayment
subject to the consent of the lender or a notice of prepayment to be given to the lender.
4776. Restrictive Covenanats: Certain of our borrowing arrangements provide for covenants restricting
certain corporate actions, and we are required to take the prior approval of the lender before carrying out
such activities. For instance, certain corporate actions for which we require the prior written consent from
the relevant lender include:
a) sell, transfer, alienate, encumber, deal, let out, lease or otherwise dispose off or part with the
possession of the Secured assets
b) Create any charge, lien or security interest on any or all of the secured assets or any part thereof;
c) Enter into any agreement or arrangement with any person, institution or government body for the
use, occupation, disposal of the secured assets or any part thereof;
d) Amalgamate or merge the mortgaged property with any other adjacent property or create any right
of way or any right of easement whatsoever nature thereon or any part thereof;
e) Amend or modify its memorandum and articles of association or change its business activities or
auditing policies or change its directorship pattern;
f) Enter into any amalgamation or demerger, merger or corporate restructuring or reconstruction
scheme;
g) Effect any change in the capital structure other than as contemplated under the Facility documents;
h) Pledge shares if the cumulative pledged shares equals or exceeds 50% of the shareholding in the
company or 20% of the total share capital of the company.
7. Events of Default: The borrowing arrangements entered into by us with the lenders contain certain
instances, occurrence of which may result into ‘event of default’, including:
a) failure and inability to pay amounts on the due date;
b) failure to perform any obligation or commits any breach of any of the terms, representations,
warranties, covenants and conditions contained in the relevant agreement or has made any
misrepresentations to the Bank;
c) takes any action or other steps are taken or legal proceedings are started for winding up, dissolution
or reorganization or for the appointment of receiver, trustee or similar officer on its assets;
d) death or any steps taken with a view to his being insolvent;
e) failure to pay any insurance premium for the Hypothecated assets;
f) the Hypothecated asset is confiscated, attached , taken into custody by any authority or subject to
any execution proceeding;
g) the hypothecated asset is distraint, endangered or badly damage due to accident or any other reason
h) failure to pay any tax impost, duty or other imposition or comply with any other formalities
required for the hypothecated asset;
i) the hypothecated asset is stolen or untraceable for a period of 30 days for any reason;
j) any of the cheques delivered or to be delivered is not encashed for any reason;
k) the Hypothecated asset being destroyed for any reason;
l) failure to file the particulars of the asset in the prescribed form of the Bank ;
m) the asset has been used or alleged to have been used for any illegal purposes;
n) upon shareholding of our Promoters in our Company falling below a certain threshold;
o) any material adverse effect which would have an effect on our ability to repay the facilities availed;
p) failure to submit required documents at the pre-stipulated time
q) suspension or cessation of business;
r) default under any other financing documents, mortgage, indenture or other related instrument;
s) any circumstance arises which gives reasonable grounds in the opinion of the Bank that is likely
to prejudice or endanger the Hypothecated Vehicle ;
t) revocation of material operating licenses, regulatory authorizations and other approvals.
8. Consequences of events of default: In terms of our borrowing arrangements, as a consequence of
occurrence of events of default, our lenders may:
a) withdraw or cancel the sanctioned facilities;
b) recover additional interest as stipulated in the agreement
c) enforce their security over the hypothecated/mortgaged assets;
d) require you to assemble units and make them available to us at a place we designate;
e) apply for winding up of the company under IBC
f) seek immediate repayment of all or part of the outstanding amounts under the respective facilities;
and
g) initiate legal proceedings for recovery of their dues;
478h) ask for payment of penal penalties to the lenders, and appoint a nominee director on the board.
The lists above are indicative in nature and there may be further additional terms under the various borrowing
arrangements entered into by our Company and our Subsidiaries.
For the purpose of the Issue, our Company has obtained necessary consents from our lenders as required under
the relevant loan documentation for undertaking activities relating to the Issue, including consequent corporate
actions, such as change in our capital structure, amendments to the charter documents of our Company, etc.
For further details on risk factors related to our indebtedness, refer “Risk Factors – We have incurred significant
indebtedness. Our inability to meet our obligations, including financial and other covenants under our debt
financing arrangements and any delay in obtaining consents from our lenders may limit our ability to pursue our
business and could adversely affect our business, financial condition, results of operations and cash flows.”, on
page 44.
479SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as stated in this section, as on the date of this Draft Red Herring Prospectus, there are no outstanding (i)
criminal proceedings (including matters which are at FIR stage, even if no cognizance has been taken by any
court or any other judicial authority); (ii) actions (including all penalties and show cause notices) taken by
regulatory or statutory authorities (including any judicial, quasi-judicial, administrative, or enforcement
authorities); (iii) claims related to any direct or indirect taxes in a consolidated manner; (iv) other pending
litigation or arbitration proceedings as determined to be material by our Board as per the Materiality Policy, in
each case involving our Company, our Subsidiaries, our Promoters, or our Directors (“Relevant Parties”); (v)
litigation involving our Group Company which has a material impact on our Company; and (vi) any disciplinary
action (including a penalty) imposed by SEBI or any of the stock exchanges against our Promoters in the five
financial years preceding this Draft Red Herring Prospectus, including any outstanding action. Further, except
as stated in this section, there are no disciplinary actions, including penalties imposed by SEBI or the stock
exchanges, against our Promoters in the last five Fiscals immediately preceding the date of this Draft Red Herring
Prospectus, including any outstanding action. Further, except as stated in this section, there are no outstanding
(i) criminal proceedings (including matters which are at FIR stage, whether cognizance has been taken or not by
any court or judicial authority); and (ii) actions (including all penalties and show cause notices) by statutory and
/ or regulatory authorities (including any findings/observations of any of the inspections by SEBI or any judicial,
quasi-judicial, administrative or enforcement authorities) against our Key Managerial Personnel and members
of Senior Management.
For the purposes of (iv) above, in terms of the Materiality Policy adopted by our Board on September 26, 2025:
Any pending litigation / arbitration proceedings (other than litigations mentioned in points (i) and (ii) above)
involving any of the Relevant Parties shall be considered “material” for the purposes of disclosure in the Offer
Documents, if:
(i) litigation where the value or expected impact in terms of value, exceeds the lower of the following:
(a) two percent of turnover, as per the latest annual Restated Consolidated Financial Statements of
the Company; or
(b) two percent of net worth, as per the latest annual Restated Consolidated Financial Statements of
the Company, except in case the arithmetic value of the net worth is negative; or
(c) five percent of the average of absolute value of profit or loss after tax, as per the last three annual
Restated Consolidated Financial Statements of the Company.
Note: For the purpose of clause (c) above, it is clarified that the average of absolute value of profit or
loss after tax is to be calculated by disregarding the ‘sign’ (positive or negative) that denotes such
value.
Accordingly, the materiality threshold shall be ₹ 55.85 million, i.e., five percent of the average of
absolute value of profit or loss after tax, as per the last three annual Restated Consolidated Financial
Statements of the Company.
(ii) any monetary liability/monetary claim/ dispute amount is not quantifiable, or does not fulfil the
threshold as specified in paragraph (i) above, as applicable, but the outcome of which could,
nonetheless, directly or indirectly, or together with similar other proceedings, have a material adverse effect
on the business, operations, results of operations, prospects, financial position or reputation of the
Company.
(iii) the decision in such proceeding is likely to affect the decision in similar proceedings, such that the
cumulative amount involved in such proceedings is equivalent to or exceeds the threshold as specified
in paragraph A(i) above, even though the amount involved in an individual proceeding may not be
equivalent to or exceed the threshold as specified in paragraph (i) above.
Further, pre-litigation notices received by the Identified Parties from third parties (excluding those notices issued
by statutory/regulatory/tax/judicial/quasi-judicial/administrative authorities or notices threatening criminal
480action) shall, unless otherwise decided by the Board, not be considered as material litigation, until such time that
an Identified Party is impleaded as a defendant in any proceedings before any judicial/ arbitral forum including
any court, tribunal or governmental authority, or is notified by any governmental, statutory or regulatory
authority of any such proceeding that may be commenced.
Further in terms of materiality policy, a creditor of the Company, shall be considered to be material creditors, if
amounts due to such creditor is equal to, or in excess of, 5% of the total trade payables on a consolidated basis
(as applicable) of the Company as at the end of the latest financial period included in the Restated Consolidated
Financial Statements.
Unless stated to the contrary, the information provided below is as of the date of this Draft Red Herring
Prospectus. All terms defined herein in a particular litigation disclosure pertain to that litigation only.
A. Litigation involving our Company
Criminal Litigation
Outstanding criminal litigation against our Company
1. Imtiyaz Ahmad (“Complainant”) lodged a first information report on January 18, 2025, at Piprahan Police
Station, Minapur, Panapur, O.P, District Muzaffarpur, under Section 281 and 106(1) of the Bharatiya Nyaya
Sanhita, 2023. The Complainant alleged that the driver of our Company’s mixer machine vehicle was driving
negligently, resulting to causing a death of Complainant’s wife due to collision. The driver of the mixer
machine vehicle voluntarily surrendered and was released on bail. A charge sheet under Section 193 of the
Bharatiya Nagarik Suraksha Sanhita, 2023is filed against the driver. The matter is currently pending.
2. Raj Kumar lodged a complaint (“Complainant”) at Dhaka Police Station, O.P, District Purvi Champaran
alleging that our Company’s truck was being driven negligently, causing a death of Complainant’s son due to
collision. The Principal District Judge, East Champaran, Motihari, recorded the transfer to Divisional Claim
Tribunal, Muzaffarpur, for disposal. Our Company is yet to receive notice from Divisional Claim Tribunal,
Muzaffarpur, and the matter is currently pending.
Outstanding criminal litigation by our Company
As on the date of this Draft Red Herring Prospectus, there are no outstanding criminal proceedings initiated by
our Company.
Actions taken by regulatory and statutory authorities against our Company
There are no outstanding statutory or regulatory actions which have been initiated against our Company by any
statutory or regulatory authority, however, our Company along with Chet Ram Dhariwal, our Chairman and
Managing Director, suo moto filed the following adjudication application:
1. In relation to the allotment dated June 22, 2016, our Company inadvertently made certain clerical errors
namely, (i) not mentioning the name and address of the valuer in form PAS-4 in relation to the allotment;
(ii) incorrect date of signing of form PAS-4 (iii) incorrect allotments mentioned in the offer letter in relation
to the allotment and (iv) typographical error in the board resolution authorising the allotment wherein it
stated that the allotment of Equity Shares were made for “other than cash” instead of “cash” consideration.
Further, in relation to the allotment dated May 29, 2017, our Company inadvertently made certain clerical
errors namely (i) not mentioning the name and address of the valuer in form PAS-4 in relation to the
allotment; (ii) incorrect date of signing of form PAS-4 and (iii) typographical error in the board resolution
authorising the allotment wherein it stated that the allotment of Equity Shares were made for “other than
cash” instead of “cash” consideration. Accordingly, our Company along with Chet Ram Dhariwal, our
Chairman and Managing Director, filed a suo moto application dated September 12, 2025, before the RoC
under Section 454 of the Companies Act, for the adjudication of contravention of Rules 14(3) & (4) of
Companies Prospectus and Allotment of Securities) Rules, 2014 (“Adjudication Application”). In relation
to the Adjudication Application, our Company, certain of our Directors (who are also our Promoters) and
certain erstwhile directors of our Company received two notices each, dated September 17, 2025, from the
RoC to show cause as to why action should not be taken for imposition of penalty amounting to ₹ 0.26
481million against the Company, certain of our Directors (who are also our Promoters) and certain erstwhile
directors of our Company, under Rules 14(3) & (4) of Companies Prospectus and Allotment of Securities)
Rules, 2014. Our Company, certain of our Directors (who are also our Promoters) and few of the certain
erstwhile directors of our Company who received such show cause notices filed their responses to show
cause notices. The matter is currently pending.
Other pending material litigation involving our Company
Civil proceedings against our Company
1. A claim application was filed before the Motor Accident Claims Tribunal, Kamrup, Guwahati, under
Section 166 read with Section 140 of the Motor Vehicles Act, 1988 (“Complaint”) against our Company
and others. The Complaint alleged that our Company’s dumper was parked without proper signals,
resulting to causing a death of a person due to collision and the claimant has sought for a compensation for
₹ 60.00 million. The matter is currently pending.
Civil proceedings by our Company
As on the date of this Draft Red Herring Prospectus, there are no material civil proceedings initiated by our
Company.
B. Litigation involving our Promoters
Outstanding criminal litigation involving our Promoters
Criminal proceedings initiated against our Promoters
Nil
Criminal proceedings initiated by our Promoters
Nil
Actions by statutory or regulatory authorities against our Promoters
Except as stated in “- Actions by statutory or regulatory authorities against us” on page 481, there are no
outstanding statutory or regulatory actions which have been initiated against our Promoters by any statutory or
regulatory authority.
Disciplinary action taken against our Promoters in the five Fiscals preceding the date of this Draft Red Herring
Prospectus by SEBI or any stock exchange
Nil
Other pending material litigation involving our Promoters
Civil proceedings against our Promoters
Nil
Civil proceedings by our Promoters
Nil
C. Litigation involving our Directors
Outstanding criminal litigation involving our Directors
Criminal proceedings initiated against our Directors
482Nil
Criminal proceedings initiated by our Directors
Nil
Actions by statutory or regulatory authorities against our Directors
Except as stated in “- Actions by statutory or regulatory authorities against us” on page 481, there are no
outstanding statutory or regulatory actions which have been initiated against our Directors by any statutory or
regulatory authority.
Other pending material litigation involving our Directors
Civil proceedings against our Directors
Nil
Civil proceedings by our Directors
Nil
D. Litigation involving Key Managerial Personnel and members of Senior Management
Outstanding criminal litigation involving our Key Managerial Personnel and members of Senior Management
Criminal litigation initiated against our Key Managerial Personnel and members of Senior Management
Nil
Criminal litigation initiated by our Key Managerial Personnel and members of Senior Management
1. Anndev Kumar lodged a First Information Report dated November 28, 2016, at Hisar Sadar Police Station,
District Hisar, under Section 380 of the Indian Penal Code, 1860, regarding the theft of jewellery amounting
to appx. Rs. 25,000, that occurred on or about November 23, 2016. The matter is currently pending.
Actions by statutory or regulatory authorities against our Key Managerial Personnel and members of Senior
Management
Except as stated in “- Actions by statutory or regulatory authorities against us” on page 481, there are no
outstanding statutory or regulatory actions which have been initiated against our Key Managerial Personnel and
members of Senior Management by any statutory or regulatory authority.
E. Litigation involving our Subsidiaries
Outstanding criminal litigation involving our Subsidiaries
Criminal proceedings initiated against our Subsidiaries
Nil
Criminal proceedings initiated by our Subsidiaries
Nil
Actions by statutory or regulatory authorities against our Subsidiaries
As on the date of this Draft Red Herring Prospectus, there are no outstanding actions initiated by statutory or
regulatory authorities against our Subsidiaries.
483Other pending material litigation involving our Subsidiaries
Civil proceedings against our Subsidiaries
Nil
Civil proceedings by our Subsidiaries
Nil
F. Tax proceedings against our Company, Subsidiaries, Promoters and Directors
Set out herein below are details of claims relating to direct and indirect taxes involving our Company, Subsidiaries,
Promoters and Directors.
Nature of case Number of cases Demand amount involved*# (in ₹ million)
Our Company
Direct tax 1 0.14
Indirect tax 1 0.67
Subsidiaries
Direct tax Nil Nil
Indirect tax Nil Nil
Promoters
Direct tax Nil Nil
Indirect tax Nil Nil
Directors
Direct tax Nil Nil
Indirect tax Nil Nil
*To the extent quantifiable
G. Outstanding dues to creditors
As per the Materiality Policy, outstanding dues to any creditor of our Company having monetary value which
exceeds ₹ 37.47 million, which is 5% of the total trade payables on a consolidated basis of our Company as per
the date of the last Restated Consolidated Financial Statements included in this Draft Red Herring Prospectus, i.e.,
March 31, 2025, shall be considered as ‘material’. As at March 31, 2025, there are 5 material creditors to whom
our Company owes an amount of ₹ 367.19 million. Details of outstanding dues owed to micro, small and medium
enterprises and other creditors as at March 31, 2025, are set out below:
S. No. Type of creditor No. of cases Amount outstanding
(₹ in million)
1. Dues to micro, small and medium enterprises 119 582.25
2. Dues to other creditors 143 167.22
Total 262 749.47
The details pertaining to outstanding dues towards our material creditors and their names are available on the
website of our Company at http://www.dhariwalbuildtech.com. It is clarified that such details available on our
website do not form a part of this Draft Red Herring Prospectus.
H. Litigation involving the group company
There is no outstanding litigation involving our Group Company which has a material impact on our Company.
I. Material Developments
Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 440, there have been no material developments, since the date of the Restated Consolidated
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.
484GOVERNMENT AND OTHER APPROVALS
We have set out below a list of approvals, consents, licenses, registrations, and permissions from various
governmental and regulatory authorities required to be obtained by our Company, and Mahishi Bakaur Highways
Private Limited and Chorma Bairgania Highways Private Limited (collectively, our “Material Subsidiaries”)
which are considered material and necessary for the purpose of undertaking their business activities and
operations (“Material Approvals”). In view of the Material Approvals listed below, our Company can undertake
this Issue and its business activities and operations, as applicable. In addition, certain Material Approvals of our
Company may have lapsed or expired or may lapse in their ordinary course of business, from time to time, and
our Company has either already made applications to the appropriate authorities for renewal of such Material
Approvals or are in the process of making such renewal applications in accordance with applicable law and
requirements and procedures. Unless otherwise stated, Material Approvals as set out below, are valid as on date
of this Draft Red Herring Prospectus.
We have also set forth below (i) Material Approvals or renewals applied for but not received; (ii) Material
Approvals expired and renewal yet to be applied for; and (iii) Material Approvals required however yet to be
applied for, as on the date of this Draft Red Herring Prospectus. For details of risk associated with not obtaining
or delay in obtaining the requisite approvals, see “Risk Factors – We require various statutory and regulatory
permits and approvals in the ordinary course of our business, and our failure to obtain, renew or maintain them
in a timely manner may adversely affect our operations.” on page 47.
.
For further details in connection with the applicable regulatory and legal framework within which we operate,
see “Key Regulations and Policies” on page 327.
A. Material approvals in relation to our Company and our Material Subsidiaries
I. Incorporation details of our Company and our Material Subsidiaries
1. Certificate of incorporation dated May 2, 2016 issued by the Central Registration Centre to our
Company, in its former name, being “SKC Infra Projects Limited”.
2. Fresh certificate of incorporation pursuant to change of name dated July 19, 2018 issued by the
RoC, to “Dhariwal Buildtech Limited”.
3. The CIN of our Company is U45209HR2016PLC063908.
For further details of the incorporation regarding our Company, see “History and Certain Corporate Matters” on
page 336 and “General Information” on page 76, respectively.
Mahishi Bakaur Highways Private Limited (“Mahishi”)
1. Certificate of incorporation dated March 10, 2023 issued by the Central Registration Centre .
2. The CIN allotted to Mahishi is U42101HR2023PTC109770.
Chorma Bairgania Highways Private Limited (“Chorma”)
1. Certificate of incorporation dated March 28, 2023 issued by the Central Registration Centre.
2. The CIN allotted to Chorma is U42101HR2023PTC110285.
For further details of the incorporation regarding our Material Subsidiaries, see “Our Subsidiaries and Joint
Operations” on page 340.
II. Material Approvals in relation to our business and operations
a. Business approvals:
485We require various approvals, licenses and registrations under several central or state-level acts, rules
and regulations to carry on our business activities and operations in India. Our Company and our Material
Subsidiaries have obtained the following Material Approvals, as applicable:
1. Legal entity identifier code number 3358006NDEBS8O4GGY74 issued to our Company;
2. Legal entity identifier code number 335800PBDCMJYOUDGZ19 issued to Mahishi.
3. Legal entity identifier code number 335800W1M3RROE9ZTN63 issued to Chorma.
4. Certificate of registration as contractor issued by Haryana Public Works Department;
5. Certificate of registration as a contractor issued by Haryana Engineering Works Department;
6. Certificate of registration as a contractor issued by the Uttar Pradesh State Bridge Corporation
Limited; and
7. Import-export code AAXCS0041B issued by Joint Director General of Foreign Trade, Panipat.
b. List of approvals for each of our ongoing projects
In relation to our ongoing projects, our Company and our Material Subsidiaries are required to obtain
certain material approvals, licenses and registrations under several central or state-level acts, rules and
regulations, as applicable from time to time, such as:
1. Registrations under the Building and Other Construction Workers Act 1996;
2. Licenses under the Mines and Minerals (Development and Regulation) Act, 1957;
3. Registrations under the Contract Labour (Regulation and Abolition) Act, 1970 and Contract Labour
(Regulation and Abolition) Central Rules, 1971;
4. No-objection certificates under the Petroleum Rules, 2002;
5. No-objection certificates for ground water abstraction under the Environment (Protection) Act,
1986.
6. Consents to establish and consents to operate issued by the state-specific pollution control boards
under Water (Prevention and Control of Pollution) Act, 1974, and the Air (Prevention and Control
of Pollution) Act, 1981;
7. In relation to the design and construction and demolition and reconst of distressed bridge at Lalitpur-
Sagar-Lakhnadone in Uttar Pradesh and Madhya Pradesh (“Kerali project”), certificate of
registration under The Madhya Pradesh Shops and Establishment Act, 1958; and
8. In relation to the Kerali project, registration under the The Madhya Pradesh Labour Welfare Fund
Act 1983.
III. Tax related approvals of the Company and our Material Subsidiaries
Company
1. Permanent Account Number issued by the Income Tax Department, Government of India, under the
Income tax Act, 1961.
2. Tax deduction account number issued by the Income Tax Department, Government of India, under
the Income tax Act, 1961.
4863. Our Company has been issued goods and service tax registration number under the central and
applicable state GST legislations by the Government of India as in the following states, including
for its ongoing projects:
Particulars GST Number
Assam 18AAXCS0041B1ZH
Bihar 10AAXCS0041B1ZX
Bihar 10AAXCS0041B2ZW
Himachal Pradesh 02AAXCS0041B1ZU
Haryana 06AAXCS0041B3ZK
Haryana 06AAXCS0041B1ZM
Haryana (ISD) 06AAXCS0041B2ZL
Karnataka 29AAXCS0041B1ZE
Ladakh 38AAXCS0041B1ZF
Meghalaya 17AAXCS0041B1ZJ
Madhya Pradesh 23AAXCS0041B1ZQ
Mizoram 15AAXCS0041B1ZN
Punjab 03AAXCS0041B1ZS
Odisha 21AAXCS0041B1ZU
Rajasthan 08AAXCS0041B1ZI
Uttar Pradesh 09AAXCS0041B1ZG
Kerela 32AAXCS0041B1ZR
4. Our Company has been issued professional tax registrations, under the relevant applicable state
legislations.
Material Subsidiaries
Mahishi
1. Permanent Account Number issued by the Income Tax Department, Government of India, under
the Income tax Act, 1961.
2. Tax deduction account number issued by the Income Tax Department, Government of India,
under the Income tax Act, 1961.
3. Goods and services tax registration under the Goods and Services Tax Act, 2017; and
4. Professional tax registration under the Bihar Tax on Professions, Trades, Calling and
Employments Act, 2011
Chorma
1. Permanent Account Number issued by the Income Tax Department, Government of India, under
the Income tax Act, 1961.
2. Tax deduction account number issued by the Income Tax Department, Government of India, under
the Income tax Act, 1961. and
3. Goods and services tax registration under the Goods and Services Tax Act, 2017.
4. Professional tax registration under the Bihar Tax on Professions, Trades, Calling and Employments
Act, 2011
IV. Material labour and employment related approvals of our Company and our Material
Subsidiaries.
Company
4871. Registration for employees’ provident fund issued by the Employees’ Provident Fund Organization
under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.
2. Registration for employees’ insurance issued by the Employees State Insurance Corporation of
different states in India where we operate under the Employees' State Insurance Act, 1948.
3. Registrations under the Contract Labour (Regulation and Abolition) Act, 1970 obtained for our
ongoing projects.
4. Registration under the Punjab Shops and Commercial Establishments Act, 1958.
5. Registration under the Punjab Labour Welfare Act, 1965.
Material Subsidiaries
Mahishi
1. Registration under employees’ provident fund issued by the Employees’ Provident Fund
Organization under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.
2. Registration under employees’ insurance issued by the Employees State Insurance Corporation of
different states in India where it operates under the Employees' State Insurance Act, 1948.
3. Registration under the Contract Labour (Regulation and Abolition) Act, 1970.
4. Registration under the Building and Other Construction Workers Act, 1996.
Chorma
1. Registration under employees’ provident fund issued by the Employees’ Provident Fund
Organization under the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952.
2. Registration under employees’ insurance issued by the Employees State Insurance Corporation of
different states in India where it operates under the Employees' State Insurance Act, 1948.
3. Registration under the Contract Labour (Regulation and Abolition) Act, 1970.
4. Registration under the Building and Other Construction Workers Act, 1996.
V. Material approvals applied for but not received:
As on the date of this Draft Red Herring Prospectus, following approvals which our Company and
Material Subsidiaries have applied for in relation to ongoing projects but not received:
1. In relation to the design and construction of uni-directional two-lane twin tunnels at Shinkun La Pass
including civil and electrical /mechanical work along with approaches connecting Darcha- Padam
Highway to NHDL specification in Himachal Pradesh and the Union Territory of Ladakh (“Design
and Construction of tunnels at the Shinku La Pass”) -North consent to establish and consent to
operate from the Ladakh Pollution Control Committee under Water (Prevention and Control of
Pollution) Act, 1974, and the Air (Prevention and Control of Pollution) Act, 1981;
2. In relation to the Design and Construction of tunnels at the Shinku La Pass-North renewal
application for explosives license under the Explosives Act, 1884;
3. In relation to the Design and Construction of tunnels at the Shinku La Pass-Ladakh application for
mining license under the Mines and Minerals (Development and Regulation) Act, 1957;
4884. In relation to the four-laning of national highway from Chandan Nagar to Bareilly Bypass(including
trumpet interchange at end connecting national highway 30 in Uttar Pradesh (”Four-laning of the
Chandan Nagar -Bareilly bypass”) project, no-objection certificate under the state-specific fire act.
5. In relation to the construction of two-lane Aizawl Bypass Package-3) on Sairang - Phaibawk section
of national Highway 6 in the State of Mizoram (“Mizoram-Aizwal Bypass”), the license obtained
under Contract Labour (Regulation and Abolition) Act, 1970;
6. In relation to the Mizoram-Aizwal bypass, registration under the Building and Other Construction
Workers Act, 1996; and
7. In relation to the construction of foot over bridges in Gurugram Metropolitan Development
Authority area, Gurugram (“FOB-Gurugram project”), certificate of registration under the
Building and Other Construction Workers Act, 1996;
VI. Material approvals required but not obtained or applied for:
Nil
VII. Intellectual property related approvals
As on the date of the Draft Red Herring Prospectus, our Company has made an application for the
wordmark “DHARIWAL BUILDTECH LIMITED” in class 37 under the Trademarks Act, which is
currently pending. See, “Risk Factor – Any failure to protect our intellectual property rights may
adversely affect our business, financial condition and results of operation” on page 51.
For details, see “Our Business – Intellectual Property” on page 325.
489OUR GROUP COMPANY
In terms of the SEBI ICDR Regulations, the term ‘group companies’, includes (i) such companies (other than the
Promoters and subsidiary(ies) of the issuer company) with which the issuer company had related party
transactions, during the period for which restated financial information is disclosed, as covered under the
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 in accordance with
Indian Accounting Standard (Ind AS) 24, during the periods covered in the Restated Consolidated Financial
Statements, shall be considered as group companies in terms of the SEBI ICDR Regulations.
In addition, for the purposes of (ii) above, a company (other than our Subsidiaries and 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 in terms of Regulation 2(1)(pp) of the SEBI ICDR Regulations and
with which the Company has had one or more transactions in the most recent financial year or the relevant stub
period, as applicable, which individually or in the aggregate, exceed 10% of the revenue from operations of the
Company for the last completed fiscal year or the relevant stub period, as applicable, as per the Restated
Consolidated Financial Statements.
Accordingly, on the basis of the above, KMR Buildcon Private Limited has 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 information is available at the website
indicated below.
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. Neither our Company nor any of the BRLMs nor any of the Company’s or BRLMs’ respective directors,
employees, affiliates, associates, agents or representatives accept any liability whatsoever for any loss arising from
any information presented or contained on the website given below.
Our Company is providing links to such websites solely to comply with the requirements specified under the SEBI
ICDR Regulations.
A) Details of our Group Company
KMR Buildcon Private Limited (“KMR Buildcon”)
Registered Office
The registered office of KMR Buildcon is located at Shop No. 102, New Auto Market, Phase 3 Near Gate No. 3,
Hissar, Hisar – 125 001, Haryana, India.
Financial Information
In accordance with the SEBI ICDR Regulations, certain financial information with respect to reserves (excluding
revaluation reserves), sales, (loss)/ profit after tax, basic earnings per share (basic), diluted earnings per share
(diluted) and net asset value, derived from the audited financial statements of KMR Buildcon for the Fiscals 2025,
2024 and 2023 are available on the website at www.dhariwalbuildtech.com.
B) Litigation
There is no outstanding litigation involving our Group Company which has a material impact on our Company.
C) Common pursuits
There are no common pursuits amongst our Group Company and our Company.
D) Related business transactions within our Group Company and significance on the financial
performance of our Company
490Other than the transactions disclosed in “Summary of the Issue Document - Summary of Related Party
Transactions” and “Financial Information – Restated Consolidated Financial Statements – Note 42 – Related
Party Transactions” beginning on pages 23 and 420, respectively, there are no other related party transactions
between our Group Company and our Company.
E) Business Interest
Except in the ordinary course of business and as stated in “Summary of the Issue Document – Summary of
Related Party Transactions” and “Restated Consolidated Financial Statements –Note 42 – Related party
Transactions” beginning on pages 23 and 420, respectively, none of our Group Company have any business
interest in our Company.
F) Nature and extent of interest of our Group Company
a) In the promotion of our Company
Our Group Company do not have any interest in the promotion of our Company.
b) In the properties acquired by us in the preceding three years before filing this Draft Red Herring
Prospectus or proposed to be acquired by our Company
Our Group Company are not interested, 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.
c) In transactions for acquisition of land, construction of building and supply of machinery, etc.
Except as disclosed in “Summary of the Issue Document - Summary of Related Party Transactions” and
“Financial Information – Restated Consolidated Financial Statements – Note 42 – Related Party
Transactions” beginning on pages 23 and 420, respectively, our Group Company is not interested,
directly or indirectly, in any transactions for acquisition of land, construction of building, supply of
machinery, etc. entered into by our Company.
Other Confirmations
Our Group Company does not have any securities listed on any stock exchange. Further, our Group Company has
not made any public or rights issue (as defined under the SEBI ICDR Regulations) of securities in the three years
preceding the date of this Draft Red Herring Prospectus.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial
for operations of our Company) and our Group Company and its directors.
There is no conflict of interest between the lessors of any immovable properties of our Company (crucial for the
operations of our Company) and our Group Company and its directors.
491OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
The Issue has been authorized our Board pursuant to a resolution passed at its meeting held on September 26,
2025 and by our Shareholders pursuant to a special resolution passed at their meeting held on September 27, 2025.
Our Board has approved this Draft Red Herring Prospectus pursuant to a resolution passed at its meeting held on
September 27, 2025.
Our Company, in consultation with the BRLMs, may consider a Pre-IPO Placement, prior to filing of the Red
Herring Prospectus. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company, in
consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-IPO
Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The Pre-
IPO Placement, if undertaken, shall not exceed ₹ 1,900.00 million, i.e., 20% of the size of the Fresh Issue. Prior
to the completion of the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement,
prior to allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed
with the Issue or the Issue may be successful and will result into listing of the Equity Shares on the Stock
Exchanges. Our Company shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of such
Pre-IPO Placement (in part or in entirety). Further, relevant disclosures in relation to such intimation to the
subscribers to the Pre-IPO Placement (if undertaken) shall be appropriately made in the relevant sections of the
Red Herring Prospectus and the Prospectus.
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares of face
value of ₹10 pursuant to letters dated [●] and [●], respectively.
Prohibition by SEBI, RBI or other Governmental Authorities
Our Company, Promoters, the persons in control of our Company, members of the Promoter Group, and Directors
are not prohibited from accessing the capital market 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.
None of the companies with which our Promoters 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 Directors are, in any manner, associated with the securities market, as on the date of this Draft Red
Herring Prospectus.
Our Company, Promoters or Directors have neither been declared as Wilful Defaulters or Fraudulent Borrowers
by any bank or financial institution (as defined under the Companies Act, 2013) or consortium thereof in
accordance with the guidelines on wilful defaulters or fraudulent borrowers issued by the RBI.
Our Promoters and Directors have not been declared as Fugitive Economic Offenders.
Confirmation under Companies (Significant Beneficial Owners) Rules, 2018
Our Company, our Promoters, our Directors, and the members of our Promoter Group confirm that they are in
compliance with the Companies (Significant Beneficial Owners) Rules, 2018, to the extent applicable, as on the
date of this Draft Red Herring Prospectus.
Eligibility for the Issue
Our Company is eligible for the Issue in accordance with the eligibility criteria provided in Regulation 6(1) of the
SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner:
• Our Company has net tangible assets of at least ₹30 million, calculated on a restated basis, in each of the
preceding three full years (of 12 months each), of which not more than 50% are held in monetary assets;
• Our Company has an average operating profit of at least ₹150 million, calculated on a restated basis, during
the preceding three years (of 12 months each), with operating profit in each of these preceding three years;
492• Our Company has a net worth of at least ₹10 million in each of the preceding three full years (of 12 months
each), calculated on a restated basis; and
• Our Company has not changed its name in the last one year prior to the date of this Draft Red Herring
Prospectus.
Unless stated otherwise, the computation of net tangible assets, monetary assets, operating profit and net worth,
as restated, as derived from the Restated Financial Information, as at and for the Fiscals 2025, 2024, 2023, is set
forth below:
(₹ in millions, except percentage values)
Financial year Financial year Financial year
Particulars ended March 31, ended March 31, ended March 31,
2025 2024 2023
Restated Net tangible assets (A) (1) 3,920.56 2,549.54 1,374.43
Restated Monetary assets (B) (2) 942.74 668.62 436.41
% of monetary assets to net tangible assets (in %) 24.05% 26.23% 31.75%
(C) = (B) / (A) *100
Restated Operating profit (3) 2,219.09 1,531.25 912.57
Restated Net worth (4) 4,165.18 2,569.97 1,375.96
Notes:
(1) ‘Restated Net tangible assets’ means the sum of all net assets of the Company as per the Restated Financial Information excluding
intangible assets as defined in Indian Accounting Standard (Ind AS) 38 and deferred tax assets as defined in Ind AS 12 and excluding
the impact of deferred tax liabilities as defined in Ind AS 12 issued by Institute of Chartered Accountants of India.
(2) ‘Restated Monetary Assets’ means cash in hand, balance with banks in current and deposit accounts excluding bank balances which are
not readily available for utilisation by the Group i.e. Earmarked balance with banks which includes balances held as margin money or
security against borrowings, guarantees and other firm commitments for infusion of funds in HAM Projects, other earmarked accounts
/ escrow account and Deposits. These exclusions ensure that only liquid assets available for immediate use are reflected in the restated
monetary assets.
(3) ‘Restated Operating Profit’ has been calculated as profit before tax add finance cost and less other income.
(4) ‘Restated 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
For further details, see “Other Financial Information” on page 437.
We are currently eligible to undertake the Issue as per Rule 19(2)(b) of the SCRR read with Regulations 6(1) of
the SEBI ICDR Regulations. Accordingly, in terms of Regulation 32(1) of the SEBI ICDR Regulations we are
required to allocate: (i) not more than 50% of the Issue to QIBs, 5% of which shall be allocated to Mutual Funds
exclusively; (ii) not less than 15% of the Issue shall be available for allocation to Non-Institutional Bidders 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; and (iii) not less than 35% of the Issue to RIBs, subject to valid Bids being received at
or above the Issue Price. In the event we fail to do so, the full application money shall be refunded to the Bidders.
Further, in accordance with the conditions specified in Regulation 49(1) of the SEBI ICDR Regulations, our
Company shall ensure that the number of Allottees in the Issue shall be not less than 1,000 failing which the entire
application monies shall be refunded forthwith, in accordance with the SEBI ICDR Regulations and other
applicable laws.
Our Company confirms that it is in compliance with the conditions specified in Regulation 7(1) of the SEBI ICDR
Regulations, to the extent applicable, and will ensure compliance with conditions specified in Regulation 7(2) of
the SEBI ICDR Regulations.
Further, our Company confirms that it is not ineligible to undertake the Issue, in terms of Regulation 5 of the SEBI
ICDR Regulations, to the extent applicable.
The details of compliance with Regulation 5 and Regulation 7 (1) of the SEBI ICDR Regulations are as follows:
a. None of our Company, our Promoters, members of our Promoter Group or our Directors are debarred from
accessing the capital markets by the SEBI;
493b. None of our Promoters or Directors are promoters or directors of companies which are debarred from
accessing the capital markets by the SEBI;
c. Neither our Company nor our Promoters or Directors have been identified as a Wilful Defaulter or a
Fraudulent Borrower;
d. Neither our Promoters nor our Directors have been declared a fugitive economic offender (in accordance
with Section 12 of the Fugitive Economic Offenders Act, 2018);
e. 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;
f. Our Company, along with the Registrar to the Company, has entered into tripartite agreements dated
December 16, 2024, and January 3, 2025, with NSDL and CDSL, respectively, for dematerialization of the
Equity Shares;
g. The Equity Shares of our Company held by our Promoters are in dematerialised form;
h. The Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of
this Draft Red Herring Prospectus; and
i. 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 from the Fresh Issue and existing identifiable accruals.
DISCLAIMER CLAUSE OF 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 MANAGERS, SBI CAPITAL MARKETS LIMITED
AND HDFC BANK LIMITED HAS 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. THIS REQUIREMENT IS TO FACILITATE BIDDERS 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
MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE
COMPANY DISCHARGE THEIR RESPONSIBILITIES ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGERS HAVE FURNISHED TO
SEBI A DUE DILIGENCE CERTIFICATE DATED SEPTEMBER 27, 2025, IN THE FORMAT
PRESCRIBED UNDER SCHEDULE V (A) OF THE SECURITIES AND EXCHANGE BOARD OF
INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018.
THE FILING OF THIS DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE
THE COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013 OR FROM THE
REQUIREMENT OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE PROPOSED ISSUE. SEBI FURTHER RESERVES THE
RIGHT TO TAKE UP, AT ANY POINT OF TIME, WITH THE BOOK RUNNING LEAD MANAGERS
ANY IRREGULARITIES OR LAPSES IN THIS DRAFT RED HERRING PROSPECTUS.
All legal requirements pertaining to this Issue will be complied with at the time of filing of the Red Herring
Prospectus with the RoC including in terms of Section 32 of the Companies Act. All legal requirements pertaining
to this Issue will be complied with at the time of filing of the Prospectus with the RoC including in terms of
Sections 26, 32, 33(1) and 33(2) of the Companies Act.
Disclaimer from our Company, our Promoters, Directors and Book Running Lead Managers
Our Company, our Promoters, Directors and the Book Running Lead Managers accept no responsibility for
statements made otherwise than in this Draft Red Herring Prospectus or in the advertisements or any other material
494issued by or at our Company’s instance and anyone placing reliance on any other source of information, including
our Company’s website http://www.dhariwalbuildtech.com or the website of any affiliate of our Company, would
be doing so at their own risk.
The Book Running Lead Managers accept no responsibility, save to the limited extent as provided in the Issue
Agreement and as will be provided for in the Underwriting Agreement.
All information shall be made available by our Company and the Book Running Lead Managers to the Bidders
and the public at large and no selective or additional information would be made available for a section of the
investors in any manner whatsoever, including at road show presentations, in research or sales reports, at the
Bidding Centres or elsewhere.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters,
the Book Running Lead Managers and their respective directors, partners, officers, agents, affiliates, trustees and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to
acquire the Equity Shares and will not 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, the Book Running Lead Managers and their respective directors, partners, officers,
agents, affiliates, trustees and representatives accept no responsibility or liability for advising any investor on
whether such investor is eligible to acquire the Equity Shares.
The Book Running Lead Managers and its associates and affiliates in their capacity as principals or agents may
engage in transactions with, and perform services for, our Company, our Promoters, members of the Promoter
Group, our Group Company and their respective directors and officers, partners, trustees, 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, our Promoters, members
of the Promoter Group, our Group Company and each of their respective directors and officers, partners, agents,
trustees, group companies, affiliates or associates or third parties, for which they have received, and may in the
future receive, compensation. As used herein, the term ‘affiliate’ means any person or entity that controls or is
controlled by or is under common control with another person or entity.
Disclaimer in respect of Jurisdiction
Any dispute arising out of the Issue will be subject to the jurisdiction of appropriate court(s) in Haryana only.
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, 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 the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative banks
(subject to RBI permission), or trusts under applicable trust law and who are authorised under their constitution
to hold and invest in shares, state industrial development corporations, permitted insurance companies registered
with IRDAI, public financial institutions as specified in Section 2(72) of the Companies Act, 2013, permitted
provident funds with a minimum corpus of ₹ 250 million (subject to applicable law), multilateral and bilateral
development financial institutions and pension funds (registered with the Pension Fund Regulatory and
Development Authority established under Section 3(1) of the Pension Fund Regulatory and Development
Authority Act, 2013, subject to applicable laws, with a minimum corpus of ₹ 250 million), National Investment
Fund, insurance funds set up and managed by the army and navy or air force of the Union of India and insurance
funds set up and managed by the Department of Posts, India, systemically important NBFCs registered with the
RBI and permitted Non-Residents including FPIs and Eligible NRIs, 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 Equity Shares
offered hereby, 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
him or herself about, and to observe, any such restrictions.
Neither the delivery of this Draft Red Herring Prospectus nor the offer of the offered Shares shall, under any
circumstances, create any implication that there has been no change in the affairs of our Company since the date
of this Draft Red Herring Prospectus or that the information contained herein is correct as of any time subsequent
to this date.
495Invitations 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 comprises the
Red Herring Prospectus and the preliminary international wrap for the Issue, if the recipient is outside India.
Bidders are advised to ensure that any Bid from them does not exceed the investment limits or maximum number
of Equity Shares that can be held by them under applicable law.
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.
Eligibility and transfer restrictions
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. Accordingly, such Equity
Shares are being offered and sold (i) outside of the United States in offshore transactions as defined in and in
reliance on Regulation S under the U.S. Securities Act and the applicable laws of the jurisdictions where those
offers and sales occur; and (ii) in the United States only to persons reasonably believed to be “qualified
institutional buyers” (as defined in Rule 144A under the U.S. Securities Act), pursuant to Section 4(a) of the U.S.
Securities Act.
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.
All Other Equity Shares Issued and Sold in the Issue
Each purchaser that is acquiring the Equity Shares offered pursuant to the Issue outside the United States, by its
acceptance of this Draft Red Herring Prospectus and of the Equity Shares offered pursuant to the Issue, will be
deemed to have acknowledged, represented and warranted to and agreed with our Company and the Book Running
Lead Managers that it has received a copy of this Draft Red Herring Prospectus and such other information as it
deems necessary to make an informed investment decision and that:
(a) the purchaser is authorised to consummate the purchase of the Equity Shares offered pursuant to the Issue
in compliance with all applicable laws and regulations;
(b) the purchaser and the person, if any, for whose account or benefit the purchaser is acquiring the Equity
Shares offered pursuant to the Issue, was located outside the United States at the time (i) the offer for such
Equity Shares was made to it and (ii) when the buy order for such Equity Shares was originated and continues
to be located outside the United States and has not purchased such Equity Shares for the account or benefit
of any person in the United States or entered into any arrangement for the transfer of such Equity Shares or
any economic interest therein to any person in the United States;
(c) the purchaser is not an affiliate of our Company or a person acting on behalf of an affiliate;
(d) our Company will not recognize any offer, sale, pledge or other transfer of such Equity Shares made other
than in compliance with the above-stated restrictions; and
(e) the purchaser acknowledges that our Company, the Book Running Lead Managers, their respective affiliates
and others will rely upon the truth and accuracy of the foregoing acknowledgements, representations and
agreements and agrees that, if any of such acknowledgements, representations and agreements deemed to
have been made by virtue of its purchase of such Equity Shares are no longer accurate, it will promptly
notify our Company and the Book Running Lead Managers, and if it is acquiring any of such Equity Shares
as a fiduciary or agent for one or more accounts, it represents that it has sole investment discretion with
respect to each such account and that it has full power to make the foregoing acknowledgements,
representations and agreements on behalf of such account.
496Bidders 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. Further, each Bidder where
required must agree in the Allotment Advice that such Bidder will not sell or transfer any Equity Shares
or any economic interest therein, including any off-shore derivative instruments, such as participatory
notes, issued against the Equity Shares or any similar security, other than in accordance with applicable
laws.
Disclaimer clause of BSE
As required, a copy of this Draft Red Herring Prospectus shall be 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 NSE
As required, a copy of this Draft Red Herring Prospectus shall be submitted to the 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 issued through the Red Herring Prospectus are proposed to be listed on the Stock Exchanges.
Applications will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity
Shares. [●] will be the Designated Stock Exchange with which the Basis of Allotment will be finalised.
If the listing and trading permission is not granted by the Stock Exchanges, our Company shall forthwith repay,
without interest, all monies received from the Bidders in pursuance of this Draft 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 the Equity Shares at the Stock Exchanges are taken within three Working Days
from the Bid/ Issue Closing Date or within such other period as may be prescribed by SEBI. If our Company does
not Allot the Equity Shares within two Working Days from the Bid/Issue Closing Date or within such timeline as
prescribed by SEBI, all amounts received in the Public Issue Accounts will be transferred to the Refund Account
and it shall be utilised to repay, without interest, all monies received from Bidders, failing which interest shall be
due to be paid to the Bidders as prescribed under applicable law.
Consents
Consents in writing of: (a) our Directors, our Company Secretary and Compliance Officer, banker(s) to the
Company, legal counsel to the Company as to Indian law, the Book Running Lead Managers, the Registrar to the
Issue, Statutory Auditors, in their respective capacities, have been obtained; (b) consents of the Monitoring
Agency; the Syndicate Members and the Banker(s) to the Issue, 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 the Companies
Act, and such consents, which have been obtained under (a) above, have not been withdrawn as on the date of this
Draft Red Herring Prospectus.
Our Company has received written consent dated September 26, 2025, from CRISIL Intelligence, for inclusion of
“Industry report on assessment of the Indian roads sector” dated September 2025 in this Draft Red Herring
Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring Prospectus.
Experts to the Issue
Except as stated below, our Company has not obtained any expert opinions:
i. Our Company has received written consent dated September 27, 2025 from S. K. Singla & Associates,
Chartered Accountants, to include their name as required under Section 26(5) of the Companies Act, 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 to the extent and in their capacity as our Statutory Auditor, and in respect
of (i) their examination report dated September 26, 2025 on our Restated Consolidated Financial Statements;
497and (ii) their report dated September 27, 2025 on the statement of tax benefits available to the Company, its
shareholders and its Material Subsidiaries in this Draft Red Herring Prospectus and 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.
ii. Our Company has received written consent dated September 27, 2025 from TATTVAM & Co., to include
their name as the Independent Chartered Accountant 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. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S.
Securities Act.
iii. Our Company has received written consent dated September 27, 2025 from Tarun Saini & Associates, to
include their name as the practising company secretary 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. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S.
Securities Act.
The above-mentioned consents have not been withdrawn as on the date of this Draft Red Herring Prospectus.
Particulars regarding capital issues by our Company and listed group companies, subsidiaries or associate
during the last three years
Except as disclosed in “Capital Structure” on page 84, our Company has not made any capital issues during the
three years preceding the date of this Draft Red Herring Prospectus. Our Company does not have any associates,
as on the date of this Draft Red Herring Prospectus. As on the date of this Draft Red Herring Prospectus, our
Subsidiaries and Group Company do not have any securities listed on any stock exchange.
Commission and brokerage paid on previous issues of the Equity Shares in the last five years
Since this is the initial public offer of the Equity Shares, no sum has been paid or has been payable as commission
or brokerage for subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares for
last five years by our Company.
Performance vis-à-vis objects – Public/ rights issue of our Company
Except as disclosed in “Capital Structure” on page 84, our Company has not undertaken a public or rights issue,
as defined under the SEBI ICDR Regulations, in the five years preceding the date of this Draft Red Herring
Prospectus.
Performance vis-à-vis objects – Public/ rights issue of the listed subsidiaries/listed corporate Promoters of
our Company
As on the date of this Draft Red Herring Prospectus, our Company does not have any listed subsidiaries. Further,
as on the date of this Draft Red Herring Prospectus, our Company does not have a corporate promoter.
498Price information of past issues handled by the Book Running Lead Managers
A. SBI Capital Markets Limited
1. Price information of past issues (during current financial year and two financial years preceding the
current financial year) handled by SBI Capital Markets Limited:
S. **Issue Name Issue Issue Listing Opening +/- % change +/- % change +/- % change in
No. Size price Date Price on in closing in closing closing price, [+/-
(₹ million) (₹) Listing price, [+/- % price, [+/- % % change in
# Date change in change in closing
(in ₹) closing closing benchmark]- 180th
benchmark]- benchmark]- calendar days
30th calendar 90th calendar from listing
days from days from
listing listing
1. JSW Cement August 1.17%
36000.00 147.00 153.50 - -
Limited# 14, 2025 [1.96%]
2. National
Securities August 54.48%
40,109.54 800.00 880.00 - -
Depository 06, 2025 [0.22%]
Limited@(1)
3. Schloss
June 02, -6.86% -8.17%
Bangalore 35,000.00 435.00 406.00 -
2025 [+3.34%] [-1.17%]
Limited#
4. Belrise
May 28, +14.08% +58.30%
Industries 21,500.00 90.00 100.00 -
2025 [+3.22%] [+0.87%]
Limited#
5. Ajax
February -2.86% +6.78% +12.42%
Engineering 1,269.35 629.00 576.00
17, 2025 [-0.55%] [+8.97%] [7.28%]
Limited#(2)
6. Laxmi Dental January -18.04% -4.98% +12.24%
6980.58 428.00 528.00
Limited@ 20, 2025 [-1.44%] [+1.92%] [+6.08%]
7. Ventive
December +5.51% +10.80% +7.10%
Hospitality 16,000.00 643.00 716.00
30, 2024 [-2.91%] [-0.53%] [+8.43%]
Limited#(3)
8. International
Gemmological December +24.24% -21.39% -11.45%
42,250.00 417.00 510.00
Institute (India) 20, 2024 [-1.63%] [-2.88%] [+5.37%]
Limited#(4)
9. One Mobikwik
December +69.50% -11.00% -4.34%
Systems 5,720.00 279.00 440.00
18, 2024 [-3.67%] [-6.98%] [+2.15%]
Limited #
10. Suraksha
December -14.32% -37.11% -23.90%
Diagnostic 8,462.49 441.00 437.00
06, 2024 [-2.81%] [-9.54%] [-0.95%]
Limited@
Source: www.nseindia.com and www.bseindia.com
Notes:
* The 30th, 90th and 180th calendar day computation includes the listing day. If either of the 30th, 90th or 180th calendar days isa trading
holiday, the previous trading day is considered for the computation. We have taken the issue price to calculate the % change in closing
price as on 30th, 90th and 180th day. We have taken the closing price of the applicable benchmark index as on the listing day to calculate
the % change in closing price of the benchmark as on 30th, 90th and 180th day.
** The information is as on the date of this document.
* The information for each of the financial years is based on issues listed during such financial year.
@ The S&P BSE SENSEX index is considered as the Benchmark Index, BSE being the designated stock exchange
# The Nifty 50 index is considered as the Benchmark Index, NSE being the designatsed stock exchange
1. Price for eligible employee was ₹ 724.00 per equity share
2. Price for eligible employee was ₹ 570.00 per equity share
3. Price for eligible employee was ₹ 613.00 per equity share
4. Price for eligible employee was ₹ 378 per equity share
2. Summary statement of price information of past issues (during current financial year and two financial years
preceding the current financial year) handled by SBI Capital Markets Limited:
Nos. of IPOs trading Nos. of IPOs trading Nos. of IPOs trading Nos. of IPOs trading
Total Total funds
at discount on as on at premium on as on at discount as on at premium as on
Financial no. raised
30th calendar days 30th calendar days 180th calendar days 180th calendar days
Year of (₹ in
from from from from listing date
IPOs Millions)
listing date listing date listing date
499Between Less Between Less Between Less Between Less
Over Over Over Over
25%- than 25%- than 25%- than 25%- than
50% 50% 50% 50%
50% 25% 50% 25% 50% 25% 50% 25%
2025-26* 4 1,32,609.54 - - 1 1 - 2 - - - - - -
2024-25 16 4,00,550.30 - - 6 6 3 1 - 1 5 5 1 4
2023-24 12 1,32,353.46 - - 6 2 3 1 - - 3 5 2 2
* The information is as on the date of this Offer Document.
# Date of Listing for the issue is used to determine which financial year that particular issue falls into
B. HDFC Bank Limited
1. Price information of past issues (during current financial year and two financial years preceding the
current financial year) handled by HDFC Bank Limited:
S. Issue Name Issue Size Issue Listing Opening +/- % change in +/- % change in +/- % change in
No. (₹ million) # price Date Price on closing price, closing price, closing price,
(₹) Listing [+/- % change in [+/- % change in [+/- % change in
Date closing closing closing
(in ₹) benchmark]- benchmark]- benchmark]-
30th calendar 90th calendar 180th calendar
days from days from days from
listing listing listing
1. GK Energy September
4,642.60 153 171.00 - - -
Limited^^ 26, 2025
2. National
Securities August 06, 54.48%
40,109.54 800 880.00 NA* NA*
Depository 2025 [0.22%]
Limited^
3. Aegis Vopak
June 02, 3.74% 5.09%
Terminals 28,000.00 235 220.00 NA*
2025 [2.86%] [-1.92%]
Limited^
4. Transrail
December 22.45% 14.25% 48.37%
Lighting 8,389.12 432 585.15
27, 2024 [-3.19%] [-1.79%] [4.26%]
Limited^
5. NTPC Green
November 16.69% -8.89% 3.00%
Energy 1,00,000.00 108 111.50
27, 2024 [-2.16%] [-7.09%] [2.38%]
Limited^^
6. Niva Bupa
Health
November 12.97% 8.09% 14.96%
Insurance 22,000.00 74 78.14
14, 2024 [5.25%] [-1.96%] [5.92%]
Company
Limited^^
7. Go Digit
General May 23, 22.83% 30.79% 16.25%
26,146.46 272 286.00
Insurance 2024 [2.32%] [7.54%] [2.12%]
Limited^^
8. IRM Energy October -7.20% -0.25% 19.69%
5,443.63 505 477.25
Limited^^ 26, 2023 [4.97%] [12.63%] [18.45%]
9. Sai Silks
September 8.09% 25.09% -12.30%
(Kalamandir) 12,009.98 222 230.10
27, 2023 [-4.49%] [7.54%] [10.15%]
Limited^
#As per Prospectus
*NA – Not Applicable
^ BSE as Designated Stock Exchange
^^ NSE as Designated Stock Exchange
Source: www.nseindia.com and www.bseindia.com for price information and prospectus for offer details
Notes:
1. Designated stock exchange of the respective issuer has been considered for the pricing information
2. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date
plus 89 calendar days; 180th calendar day has been taken as listing date plus 179 calendar days
3. In case of reporting dates falling on a trading holiday, values for immediately previous trading day have been considered
4. In IRM Energy Limited, the issue price to eligible employees was ₹457 after a discount of ₹48 per equity share
5. In NTPC Green Energy Limited, the issue price to eligible employees was ₹103 after a discount of ₹5 per equity share
6. In National Securities Depository Limited, the offer price to eligible employees was ₹724 after a discount of ₹76 per equity
share
2. Summary statement of price information of past issues (during current financial year and two financial
years preceding the current financial year) handled by HDFC Bank Limited:
500Nos. of IPOs trading Nos. of IPOs trading Nos. of IPOs trading Nos. of IPOs trading
at discount on as on at premium on as on at discount as on at premium as on
30th calendar days 30th calendar days 180th calendar days 180th calendar days
Total Total funds
from from from from listing date
Financial no. raised
listing date listing date listing date
Year of (₹ in
IPOs Millions)
Between Less Between Less Between Less Between Less
Over Over Over Over
25%- than 25%- than 25%- than 25%- than
50% 50% 50% 50%
50% 25% 50% 25% 50% 25% 50% 25%
2025-26 3 72,752.14 - - - 1 - 1 - - - - - -
1,56,535.58
2024-25 4 - - - - - 4 - - - - 1 3
2023-24 2 17,453.61 - - 1 - - 1 - - 1 - - 1
#As per Prospectus
Notes:
1. The information is as on the date of this Draft Red Herring Prospectus (DRHP).
2. The information for each of the financial years is based on offers listed during such financial year.
Track record of past issues handled by the Book Running Lead Managers
For details regarding the track record of the Book Running Lead Managers, as specified in circular reference
CIR/MIRSD/1/2012 dated January 10, 2012, issued by SEBI, see the website of the Book Running Lead Managers,
as set forth in the table below:
Sr. Name of Book Running Lead Managers Website
No.
1. SBI Capital Markets Limited www.sbicaps.com
2. HDFC Bank Limited www.hdfcbank.com
For further details in relation to the BRLMs, see “General Information – Book Running Lead Managers” on page
76.
Stock Market Data of the 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 the 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, subject to agreement with our Company for storage of such records for longer period, to enable the
investors to approach the Registrar to the Issue for redressal of their grievances.
All grievances in relation to the Bidding process may be addressed to the Registrar to the Issue with a copy to the
relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidder should give
full details such as name of the sole or first Bidder, Bid cum Application Form number, Bidder DP ID, Client ID,
PAN, UPI ID, date of the submission of Bid cum Application Form, address of the Bidder, number of the Equity
Shares applied for and the name and address of the Designated Intermediary where the Bid cum Application Form
was submitted by the Bidder. Further, the Bidder shall also enclose a copy of the Acknowledgment Slip duly
received from the concerned Designated Intermediary in addition to the information mentioned hereinabove. 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.
All 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, Bid cum Application Form number, Bidders’ DP ID, Client ID, PAN, date of
the Bid cum Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid
on submission of the Bid cum Application Form and the name and address of the BRLMs where the Bid cum
Application Form was submitted by the Anchor Investor.
The Registrar to the Issue shall obtain the required information from the SCSBs and Sponsor Bank(s) for
addressing any clarifications or grievances of ASBA Bidders. Our Company, the Book Running Lead Managers
and the Registrar to the Issue accept no responsibility for errors, omissions, commission or any acts of SCSBs
including any defaults in complying with its obligations under applicable provisions of the SEBI ICDR
501Regulations. Bidders can contact our Company Secretary and Compliance Officer or the Registrar to the Issue in
case of any pre-Issue or post-Issue related problems such as non-receipt of letters of Allotment, non-credit of
allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations, non-receipt of funds
by electronic mode etc.
For Issue related grievance investors may contact the Book Running Lead Managers, details of which are given in
“General Information” on page 76.
SEBI, by way of the SEBI ICDR Master Circular read with circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 (“March 2021 Circular”) read with the SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 (“June 2021 Circular”) and amended by
the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, SEBI Master Circular
SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 and any subsequent circulars, each to the extent
not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations, as applicable has
identified the need to put in place measures, in order to manage and 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/ Designated SCSB Branches and failure to unblock funds in cases of
partial allotment/non allotment within prescribed timelines and procedures. Subsequently, SEBI vide its June 2021
Circular, modified the process timelines and extended the implementation timelines for certain measures
introduced by the March 2021 Circular.
As per the SEBI ICDR Master Circular read with March 2021 Circular read with the June 2021 Circular and
amended by the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, each to the extent
applicable and not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations, for
initial public offerings opening for subscription on or after May 1, 2021, SEBI has prescribed certain mechanisms
to ensure proper management of investor issues arising out of the UPI Mechanism, including (i) identification of
a nodal officer by SCSBs for the UPI Mechanism; (ii) delivery of SMS alerts by SCSBs for blocking and
unblocking of UPI Mandate Requests; (iii) periodic sharing of statistical details of mandate blocks/unblocks,
performance of apps and UPI handles, network latency or downtime, etc., by the Sponsor Bank(s) to the
intermediaries forming part of the closed user group vide email; (iv) limiting the facility of reinitiating UPI Bids
to Syndicate Members to once per Bid; and (v) mandating SCSBs to ensure that the unblock process for
nonallotted/ partially allotted applications is completed by the closing hours of one Working Day subsequent to
the finalisation of the Basis of Allotment.
In terms of SEBI ICDR Master Circular read with SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/22, dated
February 15, 2018, SEBI circular SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended
pursuant to the SEBI circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular:
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, each to the extent not rescinded by the SEBI ICDR
Master Circular in relation to the SEBI ICDR Regulations, and subject to applicable law, any ASBA Bidder whose
Bid has not been considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek
redressal of the same by the concerned SCSB within three months of the date of listing of the Equity Shares.
SCSBs are required to resolve these complaints within 15 days, failing which the concerned SCSB would have to
pay interest at the rate of 15% per annum for any delay beyond this period of 15 days. Further, the investors shall
be compensated by the SCSBs in accordance with the SEBI ICDR Master Circular read with SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, each to the extent not rescinded by the SEBI
ICDR Master Circular in relation to the SEBI ICDR Regulations, in the events of delayed unblock for
cancelled/withdrawn/deleted applications, blocking of multiple amounts for the same UPI application, blocking of
more amount than the application amount, delayed unblocking of amounts for non-allotted/partially-allotted
applications, for the stipulated period.
The processing fees for applications made by UPI Bidders 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 02, 2021 read with SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, SEBI Circular No:
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, to the extent applicable, and not rescinded by the SEBI
ICDR Master Circular in relation to the SEBI ICDR Regulations.
Separately, pursuant to the SEBI ICDR Master Circular and the March 2021 Circular (to the extent not rescinded
by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), the following compensation
mechanism shall be applicable for investor grievances in relation to Bids made through the UPI Mechanism for
public issues, for which the relevant SCSBs shall be liable to compensate the investor:
502Scenario Compensation amount Compensation period
Delayed unblock for cancelled ₹100 per day or 15% per annum of the Bid From the date on which the request for
/ withdrawn / deleted Amount, whichever is higher cancellation / withdrawal / deletion is placed
applications on the bidding platform of the Stock
Exchanges till the date of actual unblock
Blocking of multiple amounts 1. Instantly revoke the blocked funds other From the date on which multiple amounts
for the same Bid made through than the original application amount; and were blocked till the date of actual unblock
the UPI Mechanism 2. ₹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 1. Instantly revoke the difference amount, From the date on which the funds to the
the Bid Amount i.e., the blocked amount less the Bid excess of the Bid Amount were blocked till
Amount; and the date of actual unblock
2. ₹100 per day or 15% per annum of the
difference amount, whichever is higher
Delayed unblock for non – ₹100 per day or 15% per annum of the Bid From the Working Day subsequent to the
Allotted/partially Allotted Amount, whichever is higher finalization of the Basis of Allotment till the
applications date of actual unblock
In an event there is a delay in redressal of the investor grievance in relation to unblocking of amounts, the SCSBs
and the Book Running Lead Managers shall compensate the investors at the rate higher of ₹100 or 15% per annum
of the application amount for the period of such delay. Further, in terms of SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, (to the extent not rescinded by the SEBI ICDR Master
Circular in relation to the SEBI ICDR Regulations, the payment of processing fees to the SCSBs shall be
undertaken pursuant to an application made by the SCSBs to the Book Running Lead Managers, 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.
Disposal of Investor Grievances by our Company
Our Company shall obtain authentication on the SEBI SCORES platform and will comply with the SEBI circular
bearing number SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023, in relation to redressal of
investor grievances through SCORES.
Our Company has not received any investor grievances in the last three Fiscal Years prior to the filing of this Draft
Red Herring Prospectus. Further, no investor complaint in relation to our Company is pending as on the date of
filing of this Draft Red Herring Prospectus. Our Company estimates that the average time required by our
Company or the Registrar to the Issue or the relevant Designated Intermediary, 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 has appointed Gaurav Batra, as the Company Secretary and Compliance Officer for the Issue and
he may be contacted in case of any pre-Issue or post-Issue related problems. For details, see “General Information”
on page 76.
Our Company has also constituted a Stakeholders’ Relationship Committee comprising of Kamlesh Sekhon,
Deepak Dhariwal and Mohinder Singh Dhariwal as members, to review and redress shareholder and investor
grievances. For details, see “Our Management - Committees of our Board” on page 353.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not sought nor applied for any exemption from SEBI from complying with any provisions of
securities laws, as on the date of the 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.
503SECTION VII – ISSUE RELATED INFORMATION
TERMS OF THE ISSUE
The Equity Shares of face value of ₹ 10 each being issued and Allotted pursuant to the Issue shall be subject to the
provisions of the Companies Act, the SEBI ICDR Regulations, SCRA, SCRR, the MoA, AoA, SEBI Listing
Regulations, the terms of this Draft Red Herring Prospectus, the Red Herring Prospectus, the Prospectus, the
Abridged Prospectus, Bid cum Application Form, the Revision Form, the CAN/Allotment Advice and other terms
and conditions as may be incorporated in other documents/certificates that may be executed in respect of this Issue.
The Equity Shares of face value of ₹ 10 each shall also be subject to applicable laws, guidelines, rules, notifications
and regulations relating to the issue of capital and listing and trading of securities issued from time to time by
SEBI, the Government of India, the Stock Exchanges, the RBI, RoC and/or other authorities, as in force on the
date of the Issue and to the extent applicable or such other conditions as may be prescribed by the SEBI, the RBI,
the Government of India, the Stock Exchanges, the RoC and/or any other governmental, statutory or regulatory
authorities while granting its approval for the Issue, to the extent and for such time as these continue to be
applicable.
The Issue
The Issue comprises of a fresh Issue of Equity Shares of our Company. For details in relation to the Issue expenses
borne by our Company, see “Objects of the Issue” on page 98.
Ranking of the Equity Shares
The Allottees upon Allotment of Equity Shares under the Issue will be entitled to dividend and other corporate
benefits, if any, declared by our Company after the date of Allotment. The Equity Shares being issued and Allotted
in the Issue shall be subject to the provisions of the Companies Act, the SEBI ICDR Regulations, SCRA, SCRR,
our MoA and AoA and shall be pari passu with the existing Equity Shares in all respects including voting and
right to receive dividend and other corporate benefits. For further details, see “Description of Equity Shares and
Terms of Articles of Association” beginning on page 541.
Mode of Payment of Dividend
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the
Companies Act, the Memorandum and Articles of Association and provisions of the SEBI Listing Regulations and
other applicable laws. Dividends, if any, declared by our Company after the date of Allotment, will be payable to
the Bidders who have been Allotted Equity Shares in the Issue, in accordance with applicable laws. For further
details, in relation to dividends, see “Dividend Policy” and “Description of Equity Shares and Terms of Articles of
Association” beginning on pages 373 and 541, respectively.
Face Value, Issue Price, Floor Price, Cap Price and Price Band
The face value of each Equity Share is ₹10 per Equity Share. The Floor Price is ₹ [●] per Equity Share, the Cap
Price is ₹ [●] per Equity Share and the Issue Price at the lower end of the Price Band is ₹[●] per Equity Share and
at the higher end of the Price Band is ₹[●] per Equity Share. The Anchor Investor Issue Price is ₹[●] per Equity
Share.
The Price Band, Employee Discount (if any) and the minimum Bid Lot size for the Issue will be decided by our
Company in consultation with the BRLMs, and will be advertised in all editions of [●], an English national daily
newspaper and all editions of [●], a Hindi national daily newspaper (Hindi being the regional language of Haryana,
where our registered office is located), each with wide circulation, 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 on the respective websites of the Stock
Exchanges. The Issue Price shall be determined by our Company in consultation with the Book Running Lead
Managers, after the Bid/ Issue Closing Date on the basis of assessment of market demand for the Equity Shares
offered through the Book Building Process.
At any given point of time, there shall be only one denomination for the Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with all the applicable disclosure and accounting norms as specified by SEBI from
time to time.
504Rights of the Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and the provisions of the Articles of Association, our
equity Shareholders shall have the following rights:
• Right to receive dividends, if declared;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy or “e-voting”, in accordance with the provisions of the
Companies Act;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
• Right of free transferability of their Equity Shares, subject to applicable laws including any RBI rules and
regulations; and
• Such other rights, as may be available to a shareholder of a listed public company under the Companies Act,
the SEBI Listing Regulations and the Articles of Association of our Company.
For a detailed description of the main provisions of the Articles of Association of our Company relating to voting
rights, dividend, forfeiture and lien, transfer, transmission, consolidation or sub-division, see “Description of
Equity Shares and Terms of Articles of Association” on page 541.
Allotment 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. As per the SEBI ICDR Regulations and the Listing Regulations, the trading
of the Equity Shares shall only be in dematerialised form on the Stock Exchanges. In this context, our Company
has entered into the following agreements with the respective Depositories and Registrar to the Issue:
• Tripartite agreement dated December 16, 2024, amongst our Company, NSDL and Registrar to the Company;
and
• Tripartite agreement dated January 3, 2025, amongst our Company, CDSL and Registrar to the Company.
For details in relation to the Basis of Allotment, see “Issue Procedure” on page 516.
Market Lot and Trading Lot
Since trading of the Equity Shares on the Stock Exchanges shall only be in dematerialised form, the tradable lot is
one Equity Share. Allotment in the Issue will be only in dematerialised and electronic form in multiples of [•]
Equity Share subject to a minimum Allotment of [●] Equity Shares. For further details on the Basis of Allotment,
see “Issue Procedure” on page 516.
Nomination facility to investors
In accordance with Section 72 of the Companies Act 2013, read with Companies (Share Capital and Debentures)
Rules, 2014, the sole Bidder or the First Bidder, 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 modified
or cancelled in the prescribed manner. A nominee entitled to the Equity Shares by reason of the death of the
original holder(s), will, in accordance with Section 72 of the Companies Act 2013, be entitled to the same benefits
to which he or she will be entitled if he or she were the registered holder of the Equity Shares. Where the nominee
is a minor, the holder(s) may make a nomination to appoint, in the prescribed manner, any person to become
entitled to Equity Share(s) in the event of the holder’s death during 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 or variation to our Company in the prescribed
form. Fresh nomination can be made only in the prescribed form available on request at our Registered 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.
505Further, 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, the 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 dematerialized 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 Participant.
Joint Holders
Subject to the provisions contained in 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.
Jurisdiction
Exclusive jurisdiction for the purpose of the Issue is with the competent courts/authorities in Haryana, India.
Period of operation of subscription list
See “– Bid/ Issue Programme” on page 506.
Bid/Issue Programme
BID/ISSUE OPENS ON [●](1)
BID/ISSUE CLOSES ON [●](2) (3)
(1) Our Company in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR
Regulations. The Anchor Investor Bid/ Issue Period shall be one Working Day prior to the Bid/Issue Opening Date in accordance with
the SEBI ICDR Regulations
(2) Our Company may in consultation with the BRLMs 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 IST on Bid/ Issue Closing Date, i.e. [●]
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 Exchange On or about [●]
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA Account* On or about [●]
Credit of Equity Shares to dematerialized accounts of Allottees On or about [●]
Commencement of trading of the Equity Shares on the Stock Exchanges On or about [●]
* In case of (i) 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 at a
uniform rate of ₹ 100 per day or 15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/
withdrawal/ deletion is placed in the Stock Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking of
multiple amounts for the same ASBA Form (for amounts blocked through the UPI Mechanism), the 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; (iii) 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; (iv) 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 responsible for causing such delay in unblocking. The BRLMs shall, in their sole discretion, identify and fix the
liability on such intermediary or entity responsible for such delay in unblocking. The Bidder shall be compensated in the manner specified in
the SEBI Master Circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 read with the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022,
SEBI circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2022/76 dated May 30, 2022 and SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, each to the extent not rescinded by the SEBI ICDR Master Circular in relation
to the SEBI ICDR Regulations, which for the avoidance of doubt, shall be deemed to be incorporated in the deemed agreement of our Company
with the SCSBs, to the extent applicable, issued by SEBI, and any other applicable law in case of delays in resolving investor grievances in
relation to blocking/unblocking of funds. The processing fees for applications made by the UPI Bidders may be released to the remitter banks
(SCSBs) only after such banks provide a written confirmation on compliance with SEBI ICDR Master Circular read with the 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 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, each to the extent not rescinded by the SEBI ICDR Master Circular in relation to
the SEBI ICDR Regulations.
506The processing fees for applications made by the UPI Bidders may be released to the remitter banks (SCSBs) only after such banks provide a
written confirmation on compliance with the SEBI ICDR Master Circular read with the 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 and SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI Circular No.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, to the extent applicable, and not rescinded by the SEBI ICDR Master Circular in
relation to the SEBI ICDR Regulations. The above timetable other than the Bid/Issue Closing Date, is indicative and does not constitute any
obligation or liability on our Company or the BRLMs.
SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, read with SEBI ICDR Master Circular, has prescribed
that all individual investors applying in initial public offerings opening on or after May 1, 2022, where the application amount is up to ₹
500,000, shall use UPI. RIBs and individual investors Bidding under the Non-Institutional Portion Bidding for more than ₹ 200,000 and up to
₹ 500,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-
syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1
type accounts), provided by certain brokers
While 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 the Bid/Issue Closing Date or such other period 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 BRLMs, the revision of the Price Band or any delay in receiving the final listing
and trading approval from the Stock Exchanges. In terms of the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, and the SEBI ICDR Master Circular,
our Company shall within four days from the closure of the Issue, refund the subscription amount received
in case of non – receipt of minimum subscription or in case our Company fails to obtain listing or trading
permission from the Stock Exchanges for the Equity Shares. The commencement of trading of the Equity
Shares will be entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws.
The Registrar to the Issue shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs
on daily basis within 60 minutes of the Bid closure time from the Bid/ Issue Opening Date till the Bid/Issue
Closing Date by obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications
by the closing hours of the Working Day and submit the confirmation to the Book Running Lead Managers
and the RTA on a daily basis, as per the format prescribed in SEBI circular bearing reference number
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021. To avoid duplication, the facility of re-
initiation provided to 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.
In terms of the UPI Circulars, in relation to the Issue, the BRLMs will be required to submit reports of compliance
with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within
three Working Days from the Bid/ Issue Closing Date or such other time as prescribed by SEBI, identifying non-
adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated
with it.
SEBI vide circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced the post issue
timeline for initial public offerings. The revised timeline of T+3 days has been made applicable in two phases, i.e.,
voluntary for all public issues opening on or after September 1, 2023 and mandatory on or after December 1, 2023.
Accordingly, the Issue will be made under UPI Phase III on mandatory T+3 days listing basis, subject to the timing
of the Issue and any circulars, clarification or notification issued by the SEBI from time to time, including with
respect to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023.
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 to 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 RIBs and Eligible Employees Bidding in the Employee
Reservation Portion
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 where Bid Amount is up to ₹500,000)
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
507Submission of Physical Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 12.00 p.m. IST
Individual Applications where Bid Amount is more than ₹500,000)
Modification/ Revision/cancellation of Bids
Modification / Upward Revision of Bids by QIBs and Non-Institutional Only between 10.00 a.m. on Bid/Issue Opening
Bidders categories# Date and up to 4.00 p.m. IST on Bid/ Issue Closing
Date
Modification / Upward or downward Revision of Bids or cancellation Only between 10.00 a.m. on Bid/Issue Opening
of Bids by RIBs and Eligible Employees Bidding in the Employee Date and up to 5.00 p.m. IST on Bid/ Issue Closing
Reservation Portion Date
* UPI mandate end time and date shall be at 5:00 p.m. on Bid/ Issue Closing Date.
# QIBs and Non-Institutional Bidders 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 Bidders, and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs
and Eligible Employees Bidding in the Employee Reservation Portion.
On Bid/Issue Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received
from RIBs and Eligible Employees Bidding in the Employee Reservation Portion, after taking into account the
total number of Bids received and as reported by the BRLMs to the Stock Exchanges.
It is clarified that Bids shall be processed only after the application monies are blocked in the 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 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. IST 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 and any revision in Bids will be accepted only during Working Days during the Bid/ Issue
Period. Bidders may please note that 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 BSE and NSE, respectively, Bids and any revision in Bids shall
not be accepted on Saturdays and public 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 BRLMs reserves the right to revise the Price Band during the Bid/Issue
Period, in accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed ₹ [●]
million, i.e., 20% on either side, i.e. the Floor Price can 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 revision in the Price Band, the Bid/Issue Period shall be extended for at least three additional
Working Days after such revision, 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 BRLMs, for reasons to be recorded in writing, may extend the Bid/Issue Period for a minimum of one
Working Days, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any revision in Price Band,
and the revised Bid/Issue Period, if applicable, shall be widely disseminated by notification to the Stock
Exchanges, by issuing a public announcement and also by indicating the change on the respective websites
of the BRLMs and at the terminals of the Syndicate Members and by intimation to the Designated
Intermediaries and the Sponsor Bank(s), as applicable. In case of revision of Price Band, the Bid Lot shall
remain the same.
None of our Company or any member of the Syndicate is liable for any failure in uploading the Bids due to faults
in any software or hardware system or blocking of application amount by SCSBs on receipt of instructions from
508the Sponsor Bank due to any errors, omissions, or otherwise non-compliance by various parties involved in, or
any other fault, malfunctioning or breakdown in the UPI Mechanism.
In case of discrepancy in data entered in the electronic book vis-a-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 Fresh 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
no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023. If there is a delay beyond the prescribed time
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 or such other amount prescribed under applicable
law, including the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, the SEBI
Master Circular and the SEBI ICDR Master Circular.
In the event of achieving aforesaid minimum subscription, however, there is under-subscription in achieving the
total Issue size, the Equity Shares will be Allotted in the following order:
(i) such number of Equity Shares will first be Allotted by our Company such that 90% of the Issue portion
is subscribed; and
(ii) once Equity Shares have been Allotted as per (i), such number of Equity Shares will be Allotted by our
Company towards the balance 10% of the Issue portion.
Undersubscription, if any, in any category except the QIB portion, would be met with spill-over from the other
categories at the discretion of our Company, in consultation with the Book Running Lead Managers, and the
Designated Stock Exchange.
Further, 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 delay, if any,
in unblocking the ASBA Accounts 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
There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form
only and market lot for our Equity Shares will be one Equity Share.
Withdrawal of the Issue
The Issue shall be withdrawn in the event the requirement of the minimum subscription for the Fresh Issue as
prescribed under Regulation 45 of the SEBI ICDR Regulations is not fulfilled.
Our Company in consultation with the BRLMs, reserves the right not to proceed with the Fresh 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 BRLMs, 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, and shall notify the Escrow Collection Bank to
release the Bid Amounts to the Anchor Investors, 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. Our Company shall also inform the same to the Stock Exchanges on which Equity Shares are proposed to be
listed. 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. In terms of the UPI Circulars, in relation to
the Issue, the BRLMs will submit reports of compliance with T+3 listing timelines and activities, identifying non-
509adherence to timelines and processes and an analysis of entities responsible for the delay and the reasons associated
with it. Further, 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 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 BRLMs
shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay
in unblocking.
If our Company, in consultation with the BRLMs, withdraws the Issue after the Bid/ Issue Closing Date and
thereafter determines that it will proceed with an issue of the Equity Shares, our Company shall file a fresh draft
red herring prospectus with SEBI. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final
listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment; and (ii)
the final RoC approval of the Prospectus after it is filed with the RoC.
Restrictions, if any on transfer and transmission of Equity Shares
Except for lock-in of the pre-Issue share capital of our Company, lock-in of our Promoters’ minimum contribution
under the SEBI ICDR Regulations and the Anchor Investor lock-in as provided in “Capital Structure” on page 84
and except as provided under the Articles of Association, there are no restrictions on transfer of the Equity Shares.
Further, there are no restrictions on transmission of any shares of our Company and on their consolidation or
splitting, except as provided in the Articles of Association. For details, see “Description of Equity Shares and
Terms of Articles of Association” on page 541.
New financial instruments
Our Company is not issuing any new financial instruments through this Issue.
Option to receive Equity Shares in Dematerialized form
Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have
the option of Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only
in the dematerialized segment of the Stock Exchanges.
510ISSUE STRUCTURE
The Issue is being made through the Book Building Process. The Issue is of up to [●] Equity Shares of face value
of ₹10 each for cash at a price of ₹[●] per Equity Share (including a share premium of ₹[●] per Equity Share)
aggregating up to ₹ 9,500.00 million. The Issue will constitute [●]% of the post-Issue paid-up Equity Share capital
of our Company.
The Issue comprises of a Net Issue of up to [●] Equity Shares and Employee Reservation Portion of up to [●]
Equity Shares aggregating up to ₹ [●] million. The Employee Reservation Portion shall not exceed 5% of our post-
Issue paid-up Equity share capital. The Issue and the Net Issue shall constitute [●] % and [●]%, respectively, of
the post-Issue paid-up Equity share capital of our Company.
Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band can make
payment based on Bid Amount, at the time of making a Bid. Eligible Employees bidding in the Employee
Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price, at the time of making a Bid.
Our Company, in consultation with the BRLMs, may consider a pre-IPO Placement of Specified Securities, as
may be permitted under applicable law, aggregating up to ₹ 1,900.00 million, prior to filing of the Red Herring
Prospectus with the RoC. The Pre-IPO Placement, if undertaken, will be at a price to be decided by our Company,
in consultation with the BRLMs. If the Pre-IPO Placement is completed, the amount raised pursuant to the Pre-
IPO Placement will be reduced from the Fresh Issue, subject to compliance with Rule 19(2)(b) of the SCRR. The
Pre-IPO Placement, if undertaken, shall not exceed 20% of the size of the Fresh Issue. Prior to the completion of
the Issue, our Company shall appropriately intimate the subscribers to the Pre-IPO Placement, prior to allotment
pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue, or
the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Our Company
shall report any Pre-IPO Placement to the Stock Exchanges, within 24 hours of such Pre-IPO Placement (in part
or in entirety). Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO
Placement (if undertaken) shall be appropriately made in the relevant sections of the RHP and Prospectus.
The Issue is being made through the Book Building Process, in compliance with Regulation 6(1) of the SEBI
ICDR Regulations.
Particulars Eligible Employee(1) QIBs(2) Non-Institutional Retail Individual
Bidders Bidders
Number of Equity Up to [●] Equity Shares Not more than [●] Not less than [●] Equity Not less than [●] Equity
Shares available for of face value of ₹10 Equity Shares of face Shares of face value of Shares of face value of
Allotment/allocation* each value of ₹10 each ₹ 10 each available for ₹ 10 each available for
(2) allocation or Net Issue allocation or Net Issue
less allocation to QIB less allocation to QIB
Bidders and RIBs Bidders and Non-
Institutional Bidders
Percentage of Net Issue The Employee Not more than 50% of Not less than 15% of Not less than 35% of
Size available for Reservation Portion the Net Issue size shall the Net Issue or the Net the Net Issue or Net
Allotment/allocation shall constitute up to be available for Issue less allocation to Issue less allocation to
[●] % of the post-Issue allocation to QIB QIB Bidders and RIBs. QIB Bidders and Non-
paid-up Equity share Bidders. 5% of the QIB Institutional Bidders.
capital of our Portion shall be Further, (a) one third of
Company. available for allocation such portion available
on a proportionate basis to Non-Institutional
to Mutual Funds only. Bidders shall be
Mutual Funds reserved for applicants
participating in the with an application size
Mutual Fund Portion of more than ₹200,000
will also be eligible for and up to ₹1,000,000;
allocation in the and (b) two third of
remaining balance QIB such portion available
Portion. The to Non-Institutional
unsubscribed portion in Bidders shall be
the Mutual Fund reserved for applicants
Portion will be added to with application size of
the QIB Portion more than ₹1,000,000,
provided that the
unsubscribed portion in
either the sub-
categories mentioned
above may be allocated
511Particulars Eligible Employee(1) QIBs(2) Non-Institutional Retail Individual
Bidders Bidders
to applicants in the
other sub-category of
Non-Institutional
Bidders.
Basis of Allotment/ Proportionate; unless Proportionate as The Equity Shares The allotment to each
allocation if respective the Employee follows (excluding the available for allocation RIB shall not be less
category is Reservation Portion is Anchor Investor to Non-Institutional than the minimum Bid
oversubscribed undersubscribed, the Portion): Bidders under the Non- Lot, subject to
value of allocation to an Institutional Portion, availability of Equity
Eligible Employee a) up to [●] Equity shall be subject to the Shares in the Retail
shall not exceed Shares of face following: Portion and the
₹200,000 (net of value of ₹10 each remaining available
Employee Discount, if shall be available a) one third of the Equity Shares if any,
any). In the event of for allocation on a portion will be shall be Allotted on a
undersubscription in proportionate available to Non- proportionate basis. For
the Employee basis to Mutual Institutional further details, see
Reservation Portion, Funds only; and Bidders reserved “Issue Procedure” on
the unsubscribed for Bidders page 516.
portion may be b) up to [●] Equity Biddings more
allocated, on a Shares of face than ₹200,000 and
proportionate basis, to value of ₹10 each up to ₹1,000,000;
Eligible Employees for shall be available and
a value exceeding for allocation on a b) two third of the
₹200,000, subject to proportionate portion will be
total Allotment to an basis to all QIBs, available to Non-
Eligible Employee not including Mutual Institutional
exceeding ₹500,000. Funds receiving Bidders reserved
(net of Employee allocation as per for Bidders
Discount, if any) (a) above. Bidding more than
₹1,000,000.
Up to 60% of the QIB
Portion (of up to [●] The unsubscribed
Equity Shares of face portion in either of the
value of ₹10 each) may sub-categories
be allocated on a specified in (a) or (b)
discretionary basis to above, may be
Anchor Investors of allocated to Bidders in
which one-third shall the other sub- category
be available for of Non-Institutional
allocation to domestic Portion in accordance
Mutual Funds only, with SEBI ICDR
subject to valid Bids Regulations.
being received from
Mutual Funds at or The allotment of
above the Anchor specified securities to
Investor Allocation each Non-Institutional
Price Bidder shall not be less
than the minimum
application size,
subject to availability
in the Non-Institutional
Portion, and the
remainder, if any, shall
be allotted on a
proportionate basis in
accordance with the
conditions specified in
this regard in Schedule
XIII of the SEBI ICDR
Regulations. For
details, see “Issue
Procedure” on page
516.
512Particulars Eligible Employee(1) QIBs(2) Non-Institutional Retail Individual
Bidders Bidders
Minimum Bid [●] Such number of [●] Such number of Such number of Equity [●] Such number of
Equity Shares of face Equity Shares of face Shares in multiples of Equity Shares of face
value of ₹10 each and value of ₹10 each in [●] Equity Shares of value of ₹10 each and
in multiples of [●] multiples of [●] Equity face value of ₹10 each in multiples of [●]
Equity Shares of face Shares of face value of such that the Bid Equity Shares of face
value of ₹10 each ₹10 each such that the Amount exceeds ₹ value of ₹10 each
thereafter. Bid Amount exceeds ₹ 200,000 thereafter
200,000
Maximum Bid Such number of Equity Such number of Equity Such number of Equity Such number of Equity
Shares in multiples of Shares in multiples of Shares in multiples of Shares in multiples of
[●] Equity Shares, so [●] Equity Shares not [●] Equity Shares not [●] Equity Shares so
that the maximum Bid exceeding the size of exceeding the size of that the Bid Amount
Amount by each the Net Issue excluding the Net Issue does not exceed ₹
Eligible Employee in the Anchor Portion), (excluding the QIB 200,000.
Eligible Employee subject to applicable Portion), subject to
Portion does not exceed limits under applicable limits prescribed under
₹ 500,000. law. applicable law.
Mode of Bidding ASBA Process only Through ASBA process only (except Anchor Investors). In case of UPI
(including the UPI Bidders, ASBA process will include the UPI Mechanism.
Mechanism)
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Mode of Allotment Compulsorily in dematerialised form
Allotment Lot For Retail Individual Bidders, Eligible Employees and QIBs: A minimum of [●] Equity Shares and
in multiples of one Equity Share thereafter
For NIIs: [●] Equity Shares and in multiples of one Equity Share thereafter such that allotment shall
not be less than the minimum Non-Institutional application size (i.e., ₹200,000).
Trading Lot One Equity Share
Who can apply(4) Eligible Employees Public financial Resident Indian Resident Indian
institutions as specified individuals, Eligible individuals, Eligible
in Section 2(72) of the NRIs, HUFs (in the NRIs and HUFs (in the
Companies Act, name of the karta), name of the karta)
scheduled commercial companies, corporate
banks, Mutual Funds, bodies, scientific
FPIs (other than institutions, societies,
individuals, corporate trusts, family offices
bodies and family and FPIs who are
offices), VCFs, AIFs, individuals, corporate
FVCIs registered with bodies and family
SEBI, multilateral and offices which are re-
bilateral development categorised as
financial institutions, Category II FPIs and
state industrial registered with SEBI.
development
corporation, insurance
companies registered
with 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 sub-section (1) of
section 3 of the Pension
Fund Regulatory and
Development
Authority Act, 2013,
National Investment
Fund set up by the GoI
through resolution F.
513Particulars Eligible Employee(1) QIBs(2) Non-Institutional Retail Individual
Bidders Bidders
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 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(3)
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.
(1) Eligible Employees Bidding in the Employee Reservation Portion can Bid up to a Bid Amount of ₹ 500,000 (net of Employee Discount,
if any). However, a Bid by an Eligible Employee in the Employee Reservation Portion will be considered for allocation, in the first
instance, for a Bid Amount of up to ₹ 200,000. In the event of under-subscription in the Employee Reservation Portion the unsubscribed
portion will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 200,000,
subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 500,000 (net of Employee Discount, if any).
Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid in the Net Issue and such Bids will not be
treated as multiple Bids subject to applicable limits. The undersubscribed portion, if any, in the Employee Reservation Portion shall be
added back to the Net Issue. In case of undersubscription in the Net Issue, spill-over to the extent of such under-subscription shall be
permitted from the Employee Reservation Portion.
(2) Subject to valid Bids being received at or above the Issue Price. This Issue is made in accordance with the Rule 19(2)(b) of the SCRR
and is being made through the Book Building Process, in compliance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not
more than 50% of the Net Issue shall be available for allocation on a proportionate basis to QIBs, provided that our Company in
consultation with the Book Running Lead Managers may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary
basis in accordance with the SEBI ICDR Regulations, of which one-third shall be reserved for domestic Mutual Funds, subject to valid
Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription,
or non-allotment in the Anchor Investor Portion, the balance Equity Shares shall be added to the QIB Portion. Further, 5% of the QIB
Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the QIB
Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds,
subject to valid Bids being received at or above the Issue Price. Further, not less than 15% of the Net Issue shall be available for
allocation to Non-Institutional Bidders and not less than 35% of the Net Issue shall be available for allocation to RIBs in accordance
with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price.
(3) 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 price at which Equity Shares are allocated to the Anchor Investors and the Anchor Investor Issue Price,
shall be payable by the Anchor Investor Pay-in Date as mentioned in the CAN. For details of terms of payment of applicable to Anchor
Investors, see General Information Document available on the website of the Stock Exchanges and the BRLMs. Anchor Investors are not
permitted to participate in the Issue through the ASBA process. SEBI through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated
April 5, 2022, has prescribed that all individual investors applying in initial public offerings, where the application amount is up to ₹
500,000, shall use UPI. Individual investors Bidding under the Non-Institutional Portion Bidding for more than ₹ 200,000 and up to ₹
500,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-
syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3
in 1 type accounts), provided by certain brokers. Further SEBI vide its circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30,
2022, to the extent applicable, and not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations has
mandated that ASBA applications in public issues shall be processed only after the application monies are blocked in the bank accounts
of the investors. Accordingly, Stock Exchanges shall, for all categories of investors viz. QIBs, NIB and RIB and also for all modes through
which the applications are processed, accept the ASBA applications in their electronic book building platform only with a mandatory
confirmation on the application monies blocked.
(4) In case of joint Bids, the Bid cum Application Form should contain only the name of the First Bidder whose name should also appear as
the first holder of the beneficiary account held in joint names. The signature of only such First Bidder is required in the Bid cum
Application Form and such First Bidder will be deemed to have signed on behalf of the joint holders. 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.
Subject to valid bids being received at or above the Issue Price, undersubscription, if any, in any category, except in the QIB Portion,
would be allowed to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our
Company in consultation with the BRLMs, and the Designated Stock Exchange, subject to applicable laws
The Bids by FPIs with certain structures as described under “Issue Procedure - Bids by FPIs” on page 524 and
having same PAN will 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) will be proportionately distributed.
514Bidders 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.
Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Non-Institutional
Portion or the Retail Portion would be allowed to be met with spill-over from other categories or a combination
of categories at the discretion of our Company in consultation with the BRLMs and the Designated Stock
Exchange, on a proportionate basis. However, under-subscription, if any, in the QIB Portion will not be allowed
to be met with spill-over from other categories or a combination of categories. For further details, see “Terms of
the Issue” on page 504.
In case of any revision in the Price Band, the Bid/ Issue Period shall be extended for at least three additional
Working Days after such revision of the Price Band, subject to the total Bid/ Issue Period not exceeding 10
Working Days. Any revision in the Price Band, and the revised Bid/ Issue Period, if applicable, shall be
widely disseminated by notification to the Stock Exchanges by issuing a public announcement and also by
indicating the change on the websites of the BRLMs and at the terminals of the members of the Syndicate.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid
cum Application Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges
may be taken as the final data for the purpose of Allotment.
515ISSUE PROCEDURE
All Bidders should read the General Information Document for Investing in Public Issues prepared and issued in
accordance with the circular no. 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, 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 BRLMs. Please refer to the relevant provisions of the General Information Document which are applicable to
the Issue, including in relation to the process for Bids by UPI Bidders. The investors should note that the details
and process provided in the General Information Document should be read along with this section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category
of investors eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery and
allocation; (iv) payment instructions for ASBA Bidders; (v) issuance of CAN and Allotment in the Issue; (vi)
general instructions (limited to instructions for completing the Bid cum Application Form); (vii) designated date;
(viii) disposal of applications and electronic registration of bids; (ix)submission of Bid cum Application Form; (x)
other instructions (limited to joint bids in cases of individual, multiple bids and instances when an application
would be rejected on technical grounds); (xi) applicable provisions of the Companies Act, 2013 relating to
punishment for fictitious applications; (xii) mode of making refunds; (xiii) Designated Date; (xiv) disposal of
applications; and (xv) interest in case of delay in Allotment or refund.
SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism
using Unified Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner.
From January 1, 2019, the UPI Mechanism for RIBs applying through Designated Intermediaries was made
effective along with the existing process and existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I
was effective until June 30, 2019. Pursuant to its circular SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5,
2022, SEBI has increased the UPI limit from ₹ 2,00,000 to ₹ 5,00,000 for all the individual investors applying in
public issues.
With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019,
read with circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids
by UPI Bidders through Designated Intermediaries (other than SCSBs), the existing process of physical movement
of forms from such Designated Intermediaries to SCSBs for blocking of funds has been discontinued and only the
UPI Mechanism for such Bids with existing timeline of T+6 days was mandated for a period of three months or
launch of five main board public issues, whichever is later (“UPI Phase II”). Subsequently however, SEBI vide
its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, had decided to continue with the UPI
Phase II till further notice. The final reduced timeline of T+3 days for the UPI Mechanism for applications by UPI
Bidders (“UPI Phase III”) and modalities of the implementation of UPI Phase III was notified by SEBI vide its
circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”) and made effective
on a voluntary basis for all issues opening on or after September 1, 2023 and on a mandatory basis for all issues
opening on or after December 1, 2023.
The Issue will be undertaken pursuant to the processes and procedures under UPI Phase III on mandatory basis,
subject to any circulars, clarification or notification issued by the SEBI from time to time. Further, SEBI vide its
circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI
circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, had introduced certain additional measures for
streamlining the process of initial public offers and redressing investor grievances. Subsequently, vide the SEBI
RTA Master Circular and rescinded these circulars to the extent relevant for the RTAs, and SEBI ICDR Master
Circular consolidated the aforementioned circulars and rescinded these circulars to the extent they relate to the
SEBI ICDR Regulations. Furthermore, pursuant to SEBI ICDR Master Circular and SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master
Circular), all individual bidders in initial public offerings whose application sizes are up to ₹500,000 shall use
the UPI Mechanism. Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 (to
the extent not rescinded by the SEBI ICDR Master Circular), applications made using the ASBA facility in initial
public offerings shall be processed only after application monies are blocked in the bank accounts of investors
(all categories). These circulars are effective for initial public offers opening on/or after May 1, 2021, and the
provisions of these circulars, as amended, are deemed to form part of this Draft Red Herring Prospectus.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the
remitter banks (SCSBs) only after such banks provide a written confirmation on compliance with the SEBI ICDR
516Master Circular read with Circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, Circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022 and SEBI Master Circular no. SEBI/HO/MIRSD/POD-
1/P/CIR/2024/37 dated May 7, 2024, to the extent applicable, and not rescinded by the SEBI ICDR Master
Circular.
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.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI
Mechanism) exceeding two Working Days from the Bid/Issue Closing Date, in accordance with the SEBI Master
Circular, to the extent not rescinded by the SEBI ICDR Master Circular, the Bidder shall be compensated at a
uniform rate of ₹100 per day for the entire duration of delay exceeding two Working Days from the Bid/Issue
Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead
Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for
such delay in unblocking. Further, SEBI vide the SEBI Master Circular, to the extent not rescinded by the SEBI
ICDR Master Circular, has reduced the timelines for refund of Application money to four days.
The Book Running Lead Managers shall be the nodal entity for any issues arising out of public issuance process.
Our Company and the Book Running Lead Managers, members of the syndicate do not accept any responsibility
for the completeness and accuracy of the information stated in this section and the GID and are not liable for any
amendment, modification or change in the applicable law which may occur after the date of this Draft Red Herring
Prospectus. Bidders are advised to make their independent investigations and ensure that their Bids are submitted
in accordance with applicable laws and do not exceed the investment limits or maximum number of the Equity
Shares that can be held by them under applicable law or as specified in the Red Herring Prospectus and the
Prospectus, when filed.
Further, our Company and the Members of the Syndicate are not liable for any adverse occurrences consequent
to the implementation of the UPI Mechanism for application in the Issue.
Book Building Procedure
This 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 and is in compliance with Regulation
6(1) of the SEBI ICDR Regulations, wherein in terms of Regulation 32(1) of the SEBI ICDR Regulations, not
more than 50% of the Issue shall be allocated on a proportionate basis to QIBs, provided that our Company in
consultation with the Book Running Lead Managers, may allocate up to 60% of the QIB Portion to Anchor
Investors at the Anchor Investor Allocation Price on a discretionary basis in accordance with the SEBI ICDR
Regulations, of which one-third of the Anchor Investor Portion shall be reserved for domestic Mutual Funds,
subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation Price.
In the event of under-subscription, or non-allocation in the Anchor Investor Portion, the balance Equity Shares
shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a
proportionate basis only to Mutual Funds, and the remainder of the Net QIB Portion shall be available for
allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to
valid Bids being received at or above the Issue Price. Further, subject to availability of Equity Shares in the
respective categories, not less than 15% of the Issue shall be available for allocation to Non-Institutional Bidders
out of which (a) one third of such portion shall be reserved for applicants with application size of more than
₹200,000 and up to ₹1,000,000; and (b) two third of such portion shall be reserved for applicants with application
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 or any other manner as introduced in accordance with applicable
law to Non-Institutional Bidders and not less than 35% of the Issue shall be available for allocation to RIBs in
accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price.
Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any category, except
in the QIB Portion, would be allowed to be met with spill over from any other category or combination of
categories of Bidders at the discretion of our Company in consultation with the Book Running Lead Managers,
and the Designated Stock Exchange subject to receipt of valid Bids received at or above the Issue Price. Under-
subscription, if any, in the QIB Portion, would not be allowed to be met with spill-over from any other category
or a combination of categories.
Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with CBDT notification dated
February 13, 2020, press release dated June 25, 2021, September 17, 2021, March 30, 2022 and March 28, 2023.
517The Equity Shares, on Allotment, shall be traded only in the dematerialized 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 DP
ID, Client ID, PAN and UPI ID (for UPI Bidders), 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 rematerialised subsequent to Allotment of the Equity Shares in
the Issue, subject to applicable laws.
Phased implementation of UPI for Bids by RIBs as per the UPI Circulars.
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of, inter alia, equity
shares. Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment
mechanism (in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for
applications by UPI Bidders through Designated Intermediaries with the objective to reduce the time duration from
public issue closure to listing from six Working Days to up to three Working Days. Considering the time required
for making necessary changes to the systems and to ensure complete and smooth transition to the UPI payment
mechanism, the UPI Circulars have introduced the UPI Mechanism in three phases in the following manner:
Phase I: This phase was applicable from January 1, 2019, until March 31, 2019 or floating of five main board
public issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till
June 30, 2019. Under this phase, an RIB had the option to submit the ASBA Form with any of the Designated
Intermediary and use his/ her UPI ID for the purpose of blocking of funds. The time duration from public issue
closure to listing continued to be six Working Days.
Phase II: This phase has become applicable from July 1, 2019. and was to initially continue for a period of three
months or floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 has decided to extend the timeline for
implementation of UPI Phase II until March 31, 2020. Subsequently, SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 extended the timeline for implementation of UPI
Phase II until further notice. Under this phase, submission of the ASBA Form by RIBs through Designated
Intermediaries (other than SCSBs) to SCSBs for blocking of funds was discontinued and replaced by the UPI
Mechanism. However, the time duration from public issue closure to listing continued to be six Working Days
during this phase.
Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1,
2023 and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing
number SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the time
duration from public issue closure to listing has been reduced to three Working Days. The Issue shall be undertaken
pursuant to the processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars,
clarification or notification issued by SEBI from time to time, including any circular, clarification or notification
which may be issued by SEBI.
This Issue is mandatorily being made under Phase III of the UPI Mechanism.
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, in compliance with the SEBI RTA Master Circular in a
format as prescribed by SEBI, from time to time, and such payment of processing fees to the SCSBs shall be made
in compliance with circulars prescribed by SEBI and applicable law.
All SCSBs offering facility of making application in public issues shall also provide facility to make application
using UPI. Our Company will be required to appoint one of the SCSBs as the Sponsor Bank(s) to act as a conduit
between the Stock Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions
of the UPI Bidders.
Individual investors bidding under the Non-Institutional Portion bidding for more than ₹ 200,000 and up to ₹
500,000, using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding
through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of
linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
Pursuant to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended
pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no.
518SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“UPI Streamlining Circular”), to the extent not
rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations, 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 Streamlining Circular include, appointment of a nodal officer by the
SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and
unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted
applications, and the requirement for the bank accounts of unsuccessful Bidders to be unblocked 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. Further, in terms of the
UPI Circulars, the payment of processing fees to the SCSBs shall be undertaken pursuant to an application made
by the SCSBs to the Book Running Lead Managers, 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.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges
and the Book Running Lead Managers. Additionally, if there is any delay in the redressal of investors’ complaints,
the relevant SCSB as well as the post – Issue Book Running Lead Managers will be required to compensate the
concerned investor.
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 office. An electronic copy
of the Bid cum Application Form will also be available for download on the websites of the Stock Exchanges
(www.nseindia.com and www.bseindia.com) at least one day prior to the Bid/ Issue Opening Date.
Copies of the Anchor Investor Application Form will be available at the offices of the BRLMs.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Issue only through the ASBA
process, which shall include the UPI Mechanism in case of UPI Bidders. Anchor Investors are not permitted to
participate in the Issue through the ASBA process.
Retail Individual Investors submitting their Bid cum Application Form to any Designated Intermediary (other than
SCSBs) shall be required to Bid using the UPI Mechanism and must provide the UPI ID in the relevant space
provided in the Bid cum Application Form. Bids submitted by Retail Individual Investors with any Designated
Intermediary (other than SCSBs) without mentioning the UPI ID are liable to be rejected. UPI Bidders using the
UPI Mechanism may also apply through the SCSBs and mobile applications using the UPI handles as provided on
the website of SEBI.
For all IPOs opening on or after September 1, 2022, as specified in SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, all the ASBA applications in public issues shall be
processed only after the application monies are blocked in the investor’s bank accounts. Stock Exchanges shall
accept the ASBA applications in their electronic book building platform only with a mandatory confirmation on
the application monies blocked. The circular shall be applicable for all categories of investors viz. QIBs, Non-
Institutional Investors and Retain Individual Investors, and also for all modes through which the applications are
processed.
UPI Bidders must provide the valid UPI ID in the relevant space provided in the Bid cum Application Form and
the Bid cum Application Forms that do not contain the UPI ID are liable to be rejected. Applications made by the
UPI Bidders using third party bank account or using third party linked bank account UPI ID are liable for rejection.
ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in their respective
ASBA Accounts, 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. Since the Issue is made under Phase III of the UPI
Circulars, ASBA Bidders may submit the ASBA Form in the manner below:
(i) RIBs and NIBs (other than NIBs using UPI Mechanism) may submit their ASBA Forms with SCSBs
(physically or online, as applicable), or online using the facility of linked online trading, demat and bank
account (3 in 1 type accounts), provided by certain brokers.
(ii) UPI Bidders may submit their ASBA Forms with the Syndicate, sub-syndicate members, Registered
Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3
in 1 type accounts), provided by certain brokers.
(iii) QIBs and Non-Institutional Bidders (other than Non-Institutional Bidders using UPI Mechanism) may
519submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members, Registered Brokers, RTAs
or CDPs.
The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient balance in their bank accounts
to be blocked through ASBA for their respective Bid as the application made by a Bidder shall only be processed
after the Bid amount is blocked in the ASBA account of the Bidder pursuant to SEBI circular number
SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, which shall be effective from September 1, 2022, to
the extent not rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA
Forms not bearing such specified stamp are liable to be rejected. UPI Bidders, may submit their ASBA Forms,
including details of their UPI IDs, with the Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs.
RIBs authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with
the SCSBs (except UPI Bidders). ASBA Bidders must ensure that the ASBA Account has sufficient credit balance
such that an amount equivalent to the full Bid Amount can be blocked by the SCSB or the Sponsor Bank(s), as
applicable at the time of submitting the Bid.
Anchor Investors are not permitted to participate in the Issue through the ASBA process. For Anchor Investors,
the Anchor Investor Application Form will be available with the BRLMs.
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 Bidders, Retail Individual Bidders [●]
and Eligible NRIs applying on a non-repatriation basis
Non-Residents including Eligible NRIs, their sub-accounts (other than sub-accounts which are [●]
foreign corporates or foreign individuals under the QIB Portion), FPIs or FVCIs registered
multilateral and bilateral development financial institutions applying on a repatriation basis
Anchor Investors [●]
Eligible Employees Bidding in the Employee Reservation Portion* [●]
* Excluding electronic Bid cum Application Forms
Notes:
(1) Electronic Bid cum Application forms and the Abridged Prospectus will also be available for download on the websites of the Stock
Exchanges (www.nseindia.com and www.bseindia.com).
(2) Bid cum Application Forms for Anchor Investors shall be available at the offices of the BRLMs.
* Bid cum Application Forms for Eligible Employees will be available only at our branches and offices in India.
In case of ASBA forms, the relevant Designated Intermediaries (other than SCSBs) shall submit/deliver the Bid
cum Application Form to the respective SCSB, where the Bidder has a bank account and shall not submit it to any
non-SCSB bank or any Escrow Bank. Further, SCSBs shall upload the relevant Bid details (including UPI ID in
case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock Exchanges and the
Stock Exchanges validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real
time basis and bring inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and
re-submission within the time specified by Stock Exchanges. The Stock Exchanges shall accept the ASBA
applications in their electronic bidding system only with a mandatory confirmation on application monies blocked.
For UPI Bidders, the Stock Exchanges shall allow modification of either DP ID/Client ID or PAN ID, bank code
and location code in the Bid details already uploaded. The Stock Exchanges shall share the Bid details (including
UPI ID) with the Sponsor Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate UPI Mandate
Request to UPI Bidders for blocking of funds. For ASBA Forms (other than UPI Bidders) 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.
For UPI Bidders, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on
a continuous basis through API integration to enable the Sponsor Bank(s) to initiate UPI Mandate Request to UPI
Bidders for blocking of funds.The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to
UPI Bidders, who shall accept the UPI Mandate Request for blocking of funds on their respective mobile
applications associated with UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid
entered in the Stock Exchanges bidding platform, and the liability to compensate the UPI Bidders in case of failed
transactions shall be with the concerned entity (i.e., the Sponsor Bank(s), NPCI or the Bankers to the Issue) at
whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed
transactions/ investor complaints to the Sponsor Bank(s) and the issuer bank. The Sponsor Bank(s) and the Bankers
to the Issue shall provide the audit trail to the Book Running Lead Managers for analysing the same and fixing
liability.
520The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to
NPCI and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform
with detailed error code and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all
Bid requests and responses throughout their lifecycle on daily basis and share reports with the Book Running Lead
Managers in the format and within the timelines as specified under the SEBI UPI Circulars. Sponsor Bank(s) and
issuer banks shall download UPI settlement files and raw data files from the NPCI portal after every settlement
cycle and do a three-way reconciliation with Banks UPI switch data, CBS data and UPI raw data. NPCI is to
coordinate with issuer banks and Sponsor Bank(s) on a continuous basis.
For ensuring timely information to investors, SCSBs shall send SMS alerts for mandate block and unblock
including details specified in SEBI ICDR Master Circular read with SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to SEBI circular no.
SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, to the extent applicable, and not rescinded by the SEBI
ICDR Master Circular. In accordance with BSE Circular No. 20220803-40 and NSE Circular No. 25/2022, each
dated August 3, 2022, for all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests for
blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm IST on
the Bid/Issue Closing Date (“Cut-Off Time”). Accordingly, UPI Bidders 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. Further, modification/cancellation of Bids (if any) shall be allowed in parallel during the Bid/Issue Period
until the Cut-Off Time.
The Sponsor Bank(s) shall host a web portal for intermediaries (closed user group) from the date of Bid/ Issue
Opening Date until 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.
The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released to the
SCSBs only after such SCSBs provide a written confirmation in compliance with the SEBI RTA Master Circular,
in a format prescribed by SEBI or applicable law.
Pursuant to NSE circular dated August 3, 2022, the following is applicable to all initial public offers opening on
or after September 1, 2022:
a. Cut-off time for acceptance of UPI Mandate shall be up to 5:00 pm on the initial public offer closure date
and existing process of UPI bid entry by Syndicate Members, Registrars to the Issue and Depository
Participants shall continue till further notice.
b. There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on
T+1 day for already uploaded bids. The dedicated window provided for mismatch modification on T+1 day
shall be discontinued.
c. Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up
to 4.00 p.m. for QIBs and Non-Institutional Bidders categories and up to 5.00 p.m. for Retail Individual
category on the Issue closure day; and
d. Stock Exchanges shall display bid details of only successful ASBA blocked applications i.e. Application
with latest status as RC 100 – Block Request Accepted by Bidder/ Client.
Electronic registration of Bids
a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges.
The Designated 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 on-line facilities for Book
Building on a regular basis before the closure of the Issue, subject to applicable laws.
b) On the Bid/Issue Closing Date, the Designated Intermediaries may upload the Bids until such time as
may be permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.
c) Only Bids that are uploaded on the Stock Exchanges Platform are considered for allocation/Allotment.
The Designated Intermediaries are given until 5:00 pm IST 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.
521Participation by Promoters and Promoter Group of the Company, the BRLMs associates and affiliates of
the BRLMs and the Syndicate Member and the persons related to the Promoters/ Promoter Group/the
BRLMs and the Syndicate Member
The BRLMs and the Syndicate Members shall not be allowed to purchase Equity Shares in this Issue in any
manner, except towards fulfilling their respective underwriting obligations. However, the respective associates
and affiliates of the BRLMs and the Syndicate Members may Bid for Equity Shares in the Issue, either in the QIB
Portion or in the Non-Institutional Portion as may be applicable to such Bidders, where the allocation in a manner
as introduced under applicable laws and such subscription may be on their own account or on behalf of their
clients. All categories of investors, including associates or affiliates of the BRLMs and Syndicate Members, shall
be treated equally for the purpose of allocation to be made on a proportionate basis.
Neither (i) the BRLMs or any associates of the BRLMs (except Mutual Funds sponsored by entities which are
associates of the BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs
sponsored by the entities which are associate of the BRLMs or FPIs other than individuals, corporate bodies and
family offices sponsored by the entities which are associates of the BRLMs) or pension funds (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) sponsored by entities which are associates of the BRLMs
nor; (ii) any person related to the Promoters or Promoter Group shall apply in the Issue under the Anchor Investor
Portion.
For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related
to the Promoters or Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement entered into
with the Promoters or Promoter Group; (b) veto rights; or (c) right to appoint any nominee director on our Board.
Further, an Anchor Investor shall be deemed to be an associate of the BRLMs, if: (a) 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 (b) either of them, directly or indirectly, by itself or in combination with other persons, exercises control over
the other; or (c) there is a common director, excluding a nominee director, amongst the Anchor Investor and the
BRLMs. Further, persons related to our Promoters and Promoter Group shall not apply in the Issue under the
Anchor Investor Portion.
The Promoters and members of the Promoter Group shall not participate in the Issue by applying for Equity Shares
in the Issue, except in accordance with the applicable law.
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 Book Running Lead
Managers reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law.
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 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 NRIs
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). Only Bids accompanied by payment in Indian Rupees or freely
convertible foreign exchange will be considered for Allotment.
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 respective SCSB
(if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of UPI
Bidders) to block their Non- Resident External (“NRE”) accounts, or Foreign Currency Non-Resident (“FCNR”)
522accounts, and eligible NRI Bidders Bidding on a non-repatriation basis by using Resident Forms should authorize
their respective SCSBs (if they are Bidding directly through SCSB) or confirm or accept the UPI Mandate Request
(in case of UPI Bidders) 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. Eligible NRIs applying on a non-repatriation basis in
the Issue through the UPI Mechanism are advised to enquire with their relevant bank, whether their account is UPI
linked, prior to submitting a Bid cum Application Form.
Participation of Eligible NRIs in the Issue shall be subject to compliance with the FEM Rules. In accordance with
the FEM 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 OCIs put together shall not exceed 10% of the total paid-up equity capital on a fully diluted basis or shall not
exceed 10% of the paid-up value of each series of debentures or preference shares or share warrant. Provided that
the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is passed by the general
body of the Indian company.
NRIs will be permitted to apply in the Issue through Channel I or Channel II (as specified in the UPI Circulars).
Further, subject to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the
Issue, provided the UPI facility is enabled for their NRE/ NRO accounts.
For further details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian
Securities” on page 539.
Participation of Eligible NRIs in the Issue shall be subject to the FEM Rules. Only Bids accompanied by payment
in Indian rupees or fully converted foreign exchange will be considered for Allotment. By way of Press Note 1
(2021 Series) dated March 19, 2021, issued by the DPIIT, it has been clarified that an investment made by an
Indian entity which is owned and controlled by NRIs on a non-repatriation basis, shall not be considered for
calculation of indirect foreign investment.
Bids by HUFs
Bids by Hindu Undivided Families or HUFs should be made, in the individual name of the Karta. The
Bidder/Applicant should specify that the Bid is being made in the name of the HUF in the Bid cum Application
Form/Application Form as follows: “Name of sole or first Bidder/applicant: XYZ Hindu Undivided Family
applying through XYZ, where XYZ is the name of the Karta”. Bids/Applications by HUFs may be considered at
par with Bids/Applications from individuals.
Bids by Eligible Employees
The Bid must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter so as to
ensure that the Bid Amount payable by the Eligible Employee does not exceed ₹ 500,000 (net of Employee
Discount, if any). However, the initial allocation to an Eligible Employee in the Employee Reservation Portion
shall not exceed ₹ 200,000. Allotment in the Employee Reservation Portion will be as detailed in the section “Issue
Structure” beginning on page 511.
However, Allotments to Eligible Employees in excess of ₹ 200,000 shall be considered on a proportionate basis,
in the event of under-subscription in the Employee Reservation Portion, subject to the total Allotment to an Eligible
Employee not exceeding ₹ 500,000 (net of Employee Discount, if any). Subsequent under-subscription, if any, in
the Employee Reservation Portion shall be added back to the Net Issue. Eligible Employees Bidding in the
Employee Reservation Portion may Bid at the Cut-off Price.
Bids under the Employee Reservation Portion by Eligible Employees shall be:
(a) Made only in the prescribed Bid cum Application Form or Revision Form;
(b) Only Eligible Employees (excluding such other persons not eligible under applicable laws, rules, regulations
and guidelines) would be eligible to apply in this Issue under the Employee Reservation Portion;
(c) In case of joint bids, the sole/ first Bidder shall be the Eligible Employee;
(d) Bids by Eligible Employees may be made at Cut-off Price;
(e) Only those Bids, which are received at or above the Issue Price, would be considered for allocation under
523this portion;
(f) The Bids must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter so as
to ensure that the Bid Amount payable by the Eligible Employee subject to a maximum Bid Amount of ₹
500,000 (net of Employee Discount, if any);
(g) Eligible Employees bidding in the Employee Reservation Portion can Bid through the UPI mechanism or
ASBA (including syndicate ASBA) as per the SEBI ICDR Master Circular;
(h) If the aggregate demand in this portion is less than or equal to [●] Equity Shares at or above the Issue Price,
full allocation shall be made to the Eligible Employees to the extent of their demand;
(i) Bids by Eligible Employees in the Employee Reservation Portion and in the Net Issue portion shall not be
treated as multiple Bids. Our Company reserves the right to reject, in its absolute discretion, all or any
multiple Bids in any or all categories; and
(j) Eligible Employees should mention their employee number at the relevant place in the Bid cum Application
Form or Revision Form.
In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available
for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹ 200,000,
subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹ 500,000.
Bids by FPIs
An FPI may purchase or sell equity shares of an Indian company which is listed or to be listed on a recognised
stock exchange in India, and/or may purchase or sell securities other than equity instruments.
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 SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which
means the same multiple entities registered as FPIs and directly or indirectly having common ownership, directly
or indirectly of more than 50% or common control) must be below 10% of our total paid-up Equity Share capital
on a fully diluted basis. Further, in terms of the FEM Rules, the total holding by each FPI ( of an investor group)
shall be less than 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 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 terms of the FEM Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered
FPIs shall be included.
In case the total holding of an FPI or an investor group increases beyond 10% of the total paid-up equity share
capital of our Company, 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 or an 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% of the paid-up share capital
in greenfield projects and up to 74% of the paid-up share capital in brownfield projects under the automatic route).
In terms of the FEM 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. 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 FEM Rules, for calculating the aggregate
holding of FPIs in a company, holding of all registered FPIs shall be included.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI
Regulations is required to be attached to the Bid cum Application Form, failing which our Company reserves the
right to reject any Bid without assigning any reason. FPIs who wish to participate in the Issue are advised to use
the Bid cum Application Form for Non-Residents ([●] in colour).
As specified in the General Information Document, it is hereby clarified that 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
524multiple investment manager structure in accordance with SEBI master circular bearing reference number
SEBI/HO/AFD-2/CIR/P/2022/175 dated December 19, 2022 (“MIM Structure”), 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 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 along with each of
their Bid cum Application Forms that the relevant FPIs making multiple Bids utilize the MIM Structure 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 are liable to be rejected. Further, in the following cases,
the bids by FPIs will not be considered as multiple Bids: involving (i) the MIM Structure and indicating the name
of their respective investment managers in such confirmation; (ii) offshore derivative instruments (“ODI”) which
have obtained separate FPI registration for ODI and proprietary derivative investments; (iii) sub funds or separate
class of investors with segregated portfolio who obtain separate FPI registration; (iv) 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; (v) multiple
branches in different jurisdictions of foreign bank registered as FPIs; (vi) Government and Government related
investors registered as Category 1 FPIs; (vii) Entities registered as Collective Investment Scheme having multiple
share classes; (viii) Multiple branches in different jurisdictions of foreign bank registered as FPIs; (ix) Government
and Government related investors registered as Category 1 FPIs; and (x) Offshore derivative instruments which
have obtained separate FPI registration for ODI and proprietary derivative investments.
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 22 of the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative
instruments (as defined under the SEBI FPI Regulations as any instrument, by whatever name called, which is
issued overseas by a FPI against securities held by it in India, as its underlying) directly or indirectly, only in the
event (i) such offshore derivative instruments are issued only by persons registered as Category I FPIs; (ii) such
offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs; (iii) such
offshore derivative instruments are issued after compliance with ‘know your client’ norms; and (iv) such other
conditions as may be specified by SEBI from time to time.
An FPI issuing offshore derivative instruments is also required to ensure that any transfer of offshore derivative
instruments issued by or on its behalf, is carried out subject to inter alia the following conditions:
(a) such offshore derivative instruments are transferred only to persons in accordance with Regulation 21(1)
of the 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 to are pre-approved by the FPI.
Participation of FPIs in the Issue shall be subject to the FEM Rules.
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 the 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.
525Bids under Power of Attorney
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered
societies, eligible FPIs, AIFs, Mutual Funds, insurance companies, insurance finds set up by the army, navy or air
force of India, insurance funds set up by the Department of Posts, India or the National Investment Fund and
provident funds with a minimum corpus of ₹250 million 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 (in each case, subject to
applicable law and in accordance with their respective constitutional documents), 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, as applicable 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 reasons thereof.
Our Company in consultation with the BRLMs 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.
Bids by SEBI registered VCFs, AIFs and FVCIs
The SEBI FVCI Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996 (“SEBI VCF
Regulations”) as amended, inter alia, prescribe the investment restrictions on VCFs, and FVCIs registered with
SEBI. The Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012 (“SEBI AIF
Regulations”) prescribe, amongst others, the investment restrictions on AIFs. The Securities and Exchange Board
of India (Foreign Venture Capital Investors) Regulations, 2000 as amended (“SEBI FVCI Regulations”)
prescribe the investment restrictions on FVCIs. Accordingly, the holding in any company by any individual VCF
or FVCIs (under Schedule I of the FEM Rules) registered with SEBI should not exceed 25% of the corpus of the
VCF or FVCI. Further, subject to FEM Rules, VCFs and FVCIs can invest only up to 33.33% of the investible
funds in various prescribed instruments, including in public offerings.
Category I AIFs and Category II AIFs cannot invest more than 25% of the investible funds in an investee company
directly or through investment in the units of other AIF. A Category III AIFs cannot invest more than 10% of the
investible funds in an investee company directly or through investment in the units of other AIF. 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. Pursuant to the repeal
of the SEBI VCF Regulations, 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 fund shall not launch any new scheme after the notification of the SEBI AIF
Regulations. Our Company and the Book Running Lead Managers will not be responsible for loss, if any, incurred
by the Bidder on account of conversion of foreign currency.
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.
Participation of VCFs, AIFs or FVCIs in the Issue shall be subject to the FEM Rules.
Further, the shareholding of VCFs, category I AIFs or category II AIFs and FVCIs holding equity shares of a
company prior to an initial public offering being undertaken by such company, shall be exempt from lock-in
requirements, provided that such equity shares shall be locked in for a period of at least one year from the date of
purchase by the venture capital fund or alternative investment fund or foreign venture capital investor.
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.
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 BRLMs reserve the
right to reject any Bid without assigning any reason thereof, subject to applicable law.
Bids by banking companies
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of
registration issued by RBI, and (ii) the approval of such banking company’s investment committee are required to
526be attached to the Bid cum Application Form, failing which our Company in consultation with the BRLMs reserves
the right to reject any Bid without assigning any reason.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation
Act, 1949, as amended (“Banking Regulation Act”) and the Master Direction - Reserve Bank of India (Financial
Services provided by Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee
company, not being its subsidiary engaged in non-financial services, or 10% of the bank’s own paid-up share
capital and reserves, whichever is less. Further, the aggregate investment by a banking company in subsidiaries
and other entities engaged in financial and non-financial services company cannot exceed 20% of the bank’s paid-
up share capital and reserves.
However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-
up share capital of such investee company, subject to prior approval of the RBI, if (i) the investee company is
engaged in non-financial activities permitted for banking companies in terms of Section 6(1) of the Banking
Regulation Act; (ii) the additional acquisition is through restructuring of debt/corporate debt restructuring/strategic
debt restructuring, or to protect the banking company’s interest on loans/investments made to a company; (iii) hold
along with its subsidiaries, associates or joint ventures or entities directly or indirectly controlled by the bank; and
mutual funds managed by asset management companies controlled by the bank, more than 20% of the investee
company’s paid up share capital engaged in non-financial services. However, this cap doesn’t apply to the cases
mentioned in (i) and (ii) above.
Further, the aggregate investment by a banking company in all its subsidiaries and other entities engaged in
financial services and non-financial services, including overseas investments, cannot exceed 20% of the banking
company’s paid up share capital and reserves.
A banking company would require a prior approval of the RBI to make (i) investment in excess of 30% of the
paid-up share capital of the investee company, (ii) investment in a subsidiary and a financial services company
that is not a subsidiary (with certain exceptions prescribed), and iii) investment in a non-financial services company
in excess of 10% of such investee company’s paid-up share capital as stated in 5(a)(v)(c)(i) of the Reserve Bank
of India (Financial Services provided by Banks) Directions, 2016, as amended.
Bids by 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 and shall comply with all applicable regulations,
guidelines and circulars issued by IRDAI from time to time.
Bids by Insurance Companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of
registration issued by IRDAI must be attached to the Bid cum Application Form. Failing this, our Company in
consultation with the BRLMs reserves the right to reject any Bid without assigning any reason thereof, subject to
applicable law.
The exposure norms for insurers are prescribed under the Insurance Regulatory and Development Authority of
India (Actuarial, Finance, and Investment) Regulations, 2024, as amended (“IRDAI AIF Regulations”), based on
investments in the equity shares of a company, the entire group of the investee company and the industry sector in
which the investee company operates.
Insurance companies participating in the Issue are advised to refer to the IRDAI Investment Regulations for
specific investment limits applicable to them and 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 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
527cum Application Form. Failing this, our Company in consultation with the BRLMs reserve the right to reject any
Bid, without assigning any reason thereof.
Bids by Systemically Important Non-Banking Financial Companies
In case of Bids made by Systemically Important Non-Banking Financial Companies registered with RBI, certified
copies of: (i) the certificate of registration issued by RBI, (ii) certified copy of its last audited financial information
on a standalone basis, (iii) a net worth certificate from its statutory auditor, and (iv) such other approval as may be
required by the Systemically Important Non-Banking Financial Companies, are required to be attached to the Bid
cum Application Form. Failing this, our Company in consultation with the BRLMs reserves the right to reject any
Bid without assigning any reason thereof, subject to applicable law. Systemically Important NBFCs participating
in the Issue shall comply with all applicable regulations, guidelines and circulars issued by RBI from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
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.
1. Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices
of the Book Running Lead Managers.
2. 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 Portion. In case of a Mutual Fund, separate
Bids by individual schemes of a Mutual Fund will be aggregated to determine the minimum application
size of ₹ 100 million.
3. One-third of the Anchor Investor Portion will be reserved for allocation to domestic Mutual Funds.
4. Bidding for Anchor Investors will open one Working Day before the Bid/Issue Opening Date and will be
completed on the same day.
5. Our Company in consultation with the BRLMs will finalize allocation to the Anchor Investors on a
discretionary basis, provided that the minimum number of Allottees in the Anchor Investor Portion will
not be less than: (a) maximum of two Anchor Investors, where allocation under the Anchor Investor
Portion is up to ₹ 100 million; (b) 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 (c) 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.
6. Allocation to Anchor Investors will be completed on the Anchor Investor Bid/Issue period. The number
of Equity Shares allocated to Anchor Investors and the price at which the allocation is made, will be made
available in the public domain by the Book Running Lead Managers before the Bid/Issue Opening Date,
through intimation to the Stock Exchanges.
7. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8. If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the
difference between the Issue Price and the Anchor Investor 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 Allocation Price, Allotment to successful Anchor Investors will be at the higher price,
i.e., the Anchor Investor Issue Price.
9. Equity Shares Allotted in the Anchor Investor Portion will be locked in, in accordance with the SEBI
ICDR Regulations. 50% Equity Shares allotted to Anchor Investors shall be locked–in for a period of 90
days from the date of Allotment, whereas, the remaining 50% shall be locked-in for a period of 30 days
from the date of Allotment.
10. Neither the (a) Book Running Lead Managers (s) or any associate of the Book Running Lead Managers
(other than mutual funds sponsored by entities which are associate of the Book Running Lead Managers
or insurance companies promoted by entities which are associate of the Book Running Lead Managers
or Alternate Investment Funds (AIFs) sponsored by the entities which are associates of the Book Running
528Lead Managers or FPIs, other than individuals, corporate bodies and family offices, sponsored by the
entities which are associate of the Book Running Lead Managers) or pension fund sponsored by entities
which are associate of the Book Running Lead Managers nor (b) the Promoters, Promoter Group or any
person related to the Promoters or members of the Promoter Group shall apply under the Anchor Investors
category.
11. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered
multiple Bids.
For more information, please read the General Information Document.
In accordance with existing regulations issued by RBI, OCBs cannot participate in Issue.
The information set out above is given for the benefit of the Bidders. Our Company and the Book Running
Lead Managers are not liable for any amendments or modification or changes to 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 any single Bid from them does not exceed the
applicable investment limits or maximum number of the Equity Shares that can be held by them under
applicable law or regulations, or as will be specified in the Red Herring Prospectus and the Prospectus.
Information for Bidders
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 earlier 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
Managers 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 this Draft Red Herring Prospectus or 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.
The Issue shall be opened after at least three Working Days from the date of filing of the Red Herring Prospectus
with the RoC.
General Instructions
QIB Bidders and Non-Institutional Bidders are not allowed 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. Anchor Investors are not allowed
to withdraw their Bids after the Anchor Investor Bidding Date. RIBs can revise their Bids during the Bid/ Issue
Period and withdraw their Bids until Bid/ Issue Closing Date.
Do’s:
1. Ensure that your PAN is linked with Aadhaar ID and you are in compliance with Central Board of Direct
Taxes notification dated February 13, 2020 and press release dated June 25, 2021;
2. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable
law, rules, regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit
their Bids through the ASBA process only;
3. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
4. Ensure that you have Bid within the Price Band;
5. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
5296. Ensure that you (other than in the case of Anchor Investors) have mentioned the correct details of ASBA
Account (i.e. bank account number) in the Bid cum Application Form if you are not an UPI Bidder using
the UPI mechanism in the Bid cum Application Form and if you are an UPI Bidder using the UPI
mechanism ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters
including the handle), in the Bid cum Application Form;
7. UPI Bidders through the SCSBs and mobile applications shall ensure that the name of the bank appears
in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure
that the name of the app and the UPI handle which is used for making the application appears in Annexure
‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019;
8. 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. Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in
the manner set out in the GID;
9. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs;
10. Ensure that you mandatorily have funds equal to or higher than the Bid Amount in the ASBA Account
maintained with the SCSB before submitting the ASBA Form to the relevant Designated Intermediaries.
Ensure that you use only your own bank account linked UPI ID (only for UPI Bidders using the UPI
Mechanism) to make an application in the Issue;
11. If the First Bidder is not the bank account holder, ensure that the Bid cum Application Form is signed by
the account holder. Ensure that you have an account with an SCSB and have mentioned the correct bank
account number in the Bid cum Application Form (for all ASBA Bidders other than UPI Bidders.);
12. Ensure that the signature of the First Bidder in case of joint Bids, is included in the Bid cum Application
Forms;
13. Ensure that you request for and receive a stamped acknowledgement counterfoil or acknowledgment
specifying the application number as a proof of having accepted Bid cum Application Form for all your
Bid options from the concerned Designated Intermediary;
14. The ASBA bidders shall ensure that bids above ₹ 500,000, are uploaded only by the SCSBs;
15. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in
which the beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum
Application Form should contain only the name of the First Bidder whose name should also appear as the
first holder of the beneficiary account held in joint names. Ensure that the signature of the First Bidder is
included in the Bid cum Application Forms;
16. UPI Bidders Bidding in the Issue to ensure that they shall use only their own ASBA Account or only their
own bank account linked UPI ID) (only for RIBs using the UPI Mechanism) to make an application in
the Issue and not ASBA Account or bank account linked UPI ID of any third party;
17. Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with
SCSBs and/or the designated branches of SCSBs or the relevant Designated Intermediary, as applicable;
18. UPI Bidders in the Issue to ensure that they shall use only their own ASBA Account or only their own
bank account linked UPI ID which is UPI 2.0 certified by NPCI to make an application in the Issue and
not ASBA Account or bank account linked UPI ID of any third party;
19. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original
Bid was placed and obtain a revised acknowledgment;
20. 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 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, as the case may be, at the time of submission of the Bid. In case of UPI
Bidders submitting their Bids and participating in the Issue, ensure that you authorise the UPI Mandate
Request, including in case of any revision of Bids, raised by the Sponsor Banks for blocking of funds
equivalent to Bid Amount and subsequent debit of funds in case of Allotment;
21. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts,
530who, in terms of the SEBI circular no. MRD/Dop/Cir-20/2008 dated June 30, 2008, may be exempt from
specifying their PAN for transacting in the securities market, (ii) submitted by investors who are exempt
from the requirement of obtaining/specifying their PAN for transacting in the securities market, and (iii)
Bids by persons resident in the state of Sikkim, who, in terms of a SEBI circular no. MRD/DoP/SE/Cir-
8 /2006 dated July 20, 2006, may be exempted from specifying their PAN for transacting in the securities
market, all Bidders should mention their PAN allotted under the IT Act. The exemption for the Central
or the State Government and officials appointed by the courts and for investors residing in the State of
Sikkim is subject to (a) the Demographic Details received from the respective depositories confirming
the exemption granted to the beneficiary owner by a suitable description in the PAN field and the
beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address
as per the Demographic Details evidencing the same. All other applications in which PAN is not
mentioned will be rejected;
22. Ensure that the Demographic Details are updated, true and correct in all respects;
23. 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;
24. 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;
25. 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;
26. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign
and Indian laws;
27. UPI Bidders who wish to Bid should submit Bid with the Designated Intermediaries, pursuant to which
the UPI Bidder should ensure acceptance of the UPI Mandate Request received from the Sponsor Bank(s)
to authorise blocking of funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA Account;
28. Since the Allotment will be in demat form only, ensure that the Bidder’s depository account is active, the
correct DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application
Form and that the name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered
into the online IPO system of the Stock Exchanges by the relevant Designated Intermediary, as applicable,
matches with the name, DP ID, Client ID, PAN and UPI ID, if applicable, available in the Depository
database;
29. RIBs who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate Request
received from the Sponsor Banks to authorise blocking of funds equivalent to the revised Bid Amount in
the RIB’s ASBA Account;
30. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00
p.m. IST on the Bid/ Issue Closing Date;
31. Anchor Investors should submit the Anchor Investor Application Forms to the BRLMs;
32. 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;
33. Bids by Eligible NRIs 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;
34. UPI Bidders 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, an UPI Bidder may be deemed to have
verified the attachment containing the application details of the UPI Bidder in the UPI Mandate Request
and have agreed to block the entire Bid Amount and authorised the Sponsor Banks to block the Bid
531Amount mentioned in the Bid Cum Application Form; and
35. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than
for Anchor Investors and UPI Bidders) 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).
36. Bidders (except UPI Bidders) should instruct their respective banks to release the funds blocked in the
ASBA account under the ASBA process. In case of RIBs, once the Sponsor Bank(s) issues the Mandate
Request, the RIBs would be required to proceed to authorize the blocking of funds by confirming or
accepting the UPI Mandate Request to authorize the blocking of funds equivalent to application amount
and subsequent debit of funds in case of Allotment, in a timely manner.
37. UPI Bidders who have revised their Bids subsequent to making the initial Bid should also approve the
revised UPI Mandate Request generated by the Sponsor Bank(s) to authorize blocking of funds equivalent
to the revised Bid Amount and subsequent debit of funds in case of Allotment in a timely manner.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with. Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not
mentioned in the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019
is liable to be rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated
Intermediary;
3. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
4. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the
Bidding Centres;
5. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the
relevant ASBA Forms;
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 Bidders);
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 a Bidder;
12. In case of ASBA Bidders (other than UPI Bidders using the UPI Mechanism), do not submit more than
one ASBA Forms per ASBA Account;
13. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for
blocking in the relevant ASBA Account or in the case of UPI Bidders using the UPI Mechanism, in the
UPI linked bank account where funds for making the Bid are available;
14. If you are an UPI Bidder and are using UPI mechanism, do not submit more than one Bid cum Application
Form for each UPI ID;
15. Anchor Investors should not Bid through the ASBA process;
53216. Do not Bid for a Bid Amount exceeding ₹ 200,000 for Bids by Retail Individual Investors and ₹ 500,000
for Bids by Eligible Employees Bidding in the Employee Reservation Portion;
17. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the
relevant ASBA Forms or to our Company;
18. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated
Intermediary;
19. Do not submit the General Index Register (GIR) number instead of the PAN;
20. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details
for a beneficiary account which is suspended or for which details cannot be verified by the Registrar to
the Issue;
21. 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;
22. 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);
23. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap
Price;
24. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
25. Do not Bid on another Bid cum Application Form or the Anchor Investor Application Form, as the case
may be, after you have submitted a Bid to any of the Designated Intermediaries;
26. Do not Bid for Equity Shares more than what is specified by the Stock Exchanges for each category;
27. If you are a QIB, do not submit your Bid after 3 p.m. IST 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);
28. Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for, exceeds the
Issue size and/or investment limit or maximum number of the Equity Shares that can be held under
applicable laws or regulations or maximum amount permissible under applicable laws or regulations, or
under the terms of the Red Herring Prospectus;
29. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the
Bid Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. RIBs (subject to the Bid Amount
being up to ₹200,000), can revise or withdraw their Bids on or before the Bid/ Issue Closing Date;
30. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres. If you are
UPI Bidder, do not submit the ASBA Form directly with SCSBs;
31. If you are an UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries
and using your UPI ID for the purpose of blocking of funds, do not use any third party bank account or
third party linked bank account UPI ID;
32. Do not Bid if you are an OCB;
33. UPI Bidders using the incorrect UPI handle or using a bank account of an SCSB and/ or mobile
applications which is not mentioned in the list provided on the SEBI website is liable to be rejected;
34. Do not submit the Bid cum Application Forms to any non-SCSB bank;
35. Do not submit a Bid cum Application Form with third party ASBA Bank Account or UPI ID (in case of
Bids submitted by UPI Bidder);
36. 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; and
37. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload
any bids above ₹500,000.
533The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
Further, in case of any pre-Issue or post Issue related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to the Company Secretary and Compliance Officer. For details of
our Company Secretary and Compliance Officer, see “General Information” on page 76.
Grounds for technical rejection
In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested
to note that Bids maybe rejected on the following additional technical grounds:
(a) Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
(b) Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
(c) Bids submitted on a plain paper;
(d) Bids submitted by UPI Bidders through an SCSBs and/or using a mobile application or UPI handle, not
listed on the website of SEBI;
(e) Bids under the UPI Mechanism submitted by UPI Bidders using third-party bank accounts or using a
third-party linked bank account UPI ID (subject to availability of information regarding third-party
account from Sponsor Bank(s));
(f) Anchor Investors should submit Anchor Investor Application Form only to the Book Running Lead
Managers;
(g) 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;
(h) ASBA Form by the UPI Bidders using third party bank accounts or using third party linked bank account
UPI IDs;
(i) ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated
Intermediary;
(j) Bids submitted without the signature of the First Bidder or Sole Bidder;
(k) The ASBA Form not being signed by the account holders, if the account holder is different from the
Bidder;
(l) Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are
“suspended for credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
(m) Bids by Retail Individual Bidders with Bid Amount for a value of more than ₹ 200,000;
(n) GIR number furnished instead of PAN;
(o) Bids by RIBs bidding in the Retail Portion with Bid Amount of a value of more than ₹200,000;
(p) Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules,
regulations, guidelines and approvals;
(q) Bids accompanied by cheque(s), demand draft(s), stock invest, money order, postal order, or cash; and
(r) Bids uploaded by QIBs and by Non-Institutional Bidders after 4.00 pm on the Bid/Issue Closing Date
and Bids by RIBs uploaded after 5.00 p.m. on the Bid/Issue Closing Date, unless extended by the Stock
Exchanges. On Bid/Issue Closing Date, extension of time may be granted by Stock Exchanges only for
uploading Bids received RIBs, after taking into account the total number of Bids received and as reported
by the BRLMs to the Stock Exchanges.
Further, in case of any pre-Issue or post-Issue related issues regarding share certificates/ demat credit/refund
orders/unblocking etc., investors can reach out the Company Secretary and Chief Compliance Officer. For further
details of the Company Secretary and Chief Compliance Officer, see “General Information” and “Our
Management” on pages 76 and 346, respectively.
534In 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
at a uniform rate of ₹100 per day for the entire duration of delay exceeding two Working Days from the Bid/ Issue
Closing Date by the intermediary responsible for causing such delay in unblocking. The Book Running Lead
Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity responsible for
such delay in unblocking. Further, Bidders shall be entitled to compensation in the manner specified in the SEBI
circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021 as amended pursuant to SEBI
circular SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021, the SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022, to the extent not rescinded by the SEBI ICDR Master
Circular in relation to the SEBI ICDR Regulations in case of delays in resolving investor grievances in relation to
blocking/unblocking of funds.
For helpline details of the Managers pursuant to the SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16,
2021, see “General Information –Book Running Lead Managers” on page 76.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchanges, along with the Book Running Lead Managers and
the Registrar, shall ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with
the procedure specified in SEBI ICDR Regulations.
Method of allotment as may be prescribed by SEBI from time to time
Our Company shall not make an Allotment if the number of prospective allottees is less than one thousand.
Our Company will not make any allotment in excess of the Equity Shares offered through the Issue through the
Red Herring Prospectus and the Prospectus 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 may be made for the purpose of making allotment in minimum lots.
The allotment of Equity Shares to applicants other than to the RIBs, Non-Institutional Bidders 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, subject to minimum allotment being equal to the minimum
application size as determined and disclosed. The Allotment of Equity Shares to Anchor Investors shall be on a
discretionary basis.
The Allotment to each Non-Institutional Bidders shall not be less than the minimum application size, 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, in accordance with the conditions specified in the SEBI ICDR Regulations. The
allotment of Equity Shares to each RIB shall not be less than the minimum bid lot, subject to the availability of
shares in RIB category, and the remaining available shares, if any, shall be allotted on a proportionate basis.
Further, subject to availability of Equity Shares in the respective categories, not less than 15% of the Issue shall
be available for allocation to Non-Institutional Bidders out of which (a) one third of such portion shall be reserved
for applicants with application size of more than ₹200,000 and up to ₹1,000,000; and (b) two third of such portion
shall be reserved for applicants with application 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 or any other
manner as introduced in accordance with applicable law to Non-Institutional Bidders and not less than 35% of the
Issue shall be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid
Bids being received from them at or above the Issue Price.
Payment into Anchor Investor Escrow Accounts
Our Company in consultation with the BRLMs 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. 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 Banks and the Registrar to the Issue to facilitate
collections of Bid amounts from Anchor Investors.
535Pre-Issue Advertisement
Subject to Section 30 of the Companies Act, 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 [●], an English national daily newspaper, and all editions of [●], a Hindi national daily newspaper (Hindi being
the regional language of Haryana, where our registered office is located) each with wide circulation.
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, shall be in the format prescribed in
Part A of Schedule X of the SEBI ICDR Regulations.
Allotment advertisement
Our Company, the Book Running Lead Managers and the Registrar shall publish an allotment advertisement before
commencement of trading, disclosing the date of commencement of trading in all editions of [●], an English
national daily newspaper and all editions of [●], a Hindi national daily newspaper (Hindi being the regional
language of Haryana, where our registered office is located) each with wide circulation
The information set out above is given for the benefit of the Bidders/applicants. Our Company and the Book
Running Lead Managers 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/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.
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 filing of the Prospectus.
(b) After signing the Underwriting Agreement, a Prospectus will be filed with the RoC in accordance with
applicable law. 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.
For more information, see “General Information” on page 76.
Depository Arrangements
The Allotment of the Equity Shares in the Issue shall be only in a dematerialised form, (i.e., not in the form of
physical certificates but be fungible and be represented by the statement issued through the electronic mode). For
more information, see “Terms of the Issue” on page 504.
Undertakings by our Company
Our Company undertakes the following:
• adequate arrangements shall be made to collect all Bid cum Application Forms submitted by Bidders and
Anchor Investor Application Form from Anchor Investors;
• the complaints received in respect of the Issue shall be attended to by our Company expeditiously and
satisfactorily;
• The Company shall apply in advance for the listing of equities on the conversion of debenture/bonds;
• all steps for completion of the necessary formalities for listing and commencement of trading at the Stock
Exchanges where the Equity Shares are proposed to be listed shall be taken in consultation with the
BRLMs within three Working Days of the Bid/ Issue Closing Date or such other period as may be
prescribed by SEBI;
• 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. If there is
delay beyond the prescribed time, our Company shall pay interest prescribed under the Companies Act,
2013, the SEBI ICDR Regulations and applicable law for the delayed period;
• the funds required for making refunds (to the extent applicable) as per the mode(s) disclosed shall be
made available to the Registrar to the Issue by our Company;
536• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable
communication shall be sent to the unsuccessful Bidder within time prescribed under applicable law,
giving details of the bank where refunds shall be credited along with amount and expected date of
electronic credit of refund;
• Except for Equity Shares allotted pursuant to the Issue, no further issue of the Equity Shares shall be
made till the Equity Shares offered through the Red Herring Prospectus are listed or until the Bid monies
are unblocked in ASBA Account/refunded on account of non-listing, under-subscription, etc other than
as disclosed in accordance with Regulation 56 of SEBI ICDR Regulations;
• Except for the any allotment of Equity Shares to employees of our Company pursuant to exercise of
options granted under the ESOP Scheme, no further issue of the Equity Shares shall be made till the
Equity Shares offered through the Red Herring Prospectus are listed or until the Bid monies are
unblocked in ASBA Account/refunded on account of non-listing, under-subscription, etc.
• Promoters’ contribution, if any, shall be brought in advance before the Bid/ Issue Opening Date and the
balance, if any, shall be brought in on a pro rata basis before calls are made on the Allottees;
• that if our Company does not proceed with the Issue after the Bid/ Issue Closing Date but prior to
Allotment, the reason thereof shall be given 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 the Issue is withdrawn after the Bid/ Issue Closing Date, our Company shall be required to file a
fresh offer document with SEBI, in the event a decision is taken to proceed with the Issue subsequently;
and
• Except for the Pre-IPO Placement, no further issue of Equity Shares shall be made till the Equity Shares
offered through the Red Herring Prospectus are listed or until the Bid monies are unblocked in ASBA
Account/refunded on account of non-listing, under-subscription, etc.
• That if the 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, failing which interest will be due to be paid to the Bidders at the rate prescribed under applicable
law for the delayed period.
Utilisation of Issue Proceeds
Our Board of Directors certifies and declares that:
• all monies received out of the Fresh Issue shall be credited/transferred to a separate bank account other
than the bank account referred to in sub-section (3) of Section 40 of the Companies Act, 2013;
• details of all monies utilized out of the Issue shall be disclosed, and continue to be disclosed till the time
any part of the Fresh Issue proceeds remains unutilized, under an appropriate head in the balance sheet
of our Company indicating the purpose for which such monies have been utilized; and
• details of all unutilized monies out of the Fresh Issue, if any shall be disclosed under an appropriate
separate head in the balance sheet indicating the form in which such unutilized monies have been
invested.
Impersonation
Attention of the Bidders 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
537(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 the company, whichever is lower, includes imprisonment for a term which
shall not be less than six months extending up to 10 years and fine of an amount not less than the amount involved
in the fraud, extending up to three times such amount (provided that where the fraud involves public interest, such
term shall not be less than three years.) Further, where the fraud involves an amount less than ₹1 million or 1% of
the turnover of the company, whichever is lower, and does not involve public interest, any person guilty of such
fraud shall be punishable with imprisonment for a term which may extend to five years or with fine which may
extend to ₹5 million or with both.
538RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India
and FEMA. While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign
investment can be made in different sectors of the Indian economy, FEMA regulates the precise manner in which
such investment may be made. Under the Industrial Policy 1991, unless specifically restricted 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 has from time to time made policy pronouncements on FDI through press notes and
press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry
(formerly Department of Industrial Policy and Promotion), Government of India (“DPIIT”) 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 notes, press releases and clarifications on FDI
issued by the DPIIT that were in force and effect prior to October 15, 2020. The transfer of shares between an
Indian resident and a non-resident does not require the prior approval of the RBI, provided that: (i) the activities
of the investee company are under the automatic route under the foreign direct investment 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. The RBI and the concerned ministry/department are responsible for granting the
approval for foreign investment under the FDI Circular and FEMA.
As per the FDI Policy, FDI in companies engaged in construction development, which is the sector in which our
Company operates, is permitted up to 100% of the paid-up share capital of such company under the automatic
route.
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. Furthermore, on April 22, 2020, the Ministry of Finance, Government
of India has also made similar amendment to the FEM Rules.
With effect from April 1, 2020, the aggregate limits for FPI investments are the sectoral caps applicable to our
Company. Each Bidder should seek independent legal advice about its ability to participate in the Issue and in our
Company. In the event a prior approval of the Government of India is required, and such approval has been
obtained, the Bidder shall intimate our Company and the Registrar in writing about such approval along with a
copy thereof within the Bid/ Issue Period.
As per the FDI Circular read with Press Note, 100% foreign direct investment is permitted under the automatic
route for NBFCs, however, 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.
Transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI,
provided that (i) the activities of the investee company are under the automatic route under the FDI Circular and
transfer does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is
within the sectoral limits under the FDI Circular; 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 NRIs” and “Issue Procedure – Bids by FPIs” on pages 522 and 524, respectively.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue.
For further details, see “Issue Procedure” beginning on page 516.
The above information is given for the benefit of the Bidders. Our Company and the BRLMs 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 does not exceed the applicable limits under laws or
regulations.
539The 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.
Accordingly, such Equity Shares are being offered and sold outside of the United States in offshore
transactions as defined in and in reliance on Regulation S under the U.S. Securities Act and the applicable
laws of the jurisdictions where those offers and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other
jurisdiction outside India and may not be offered or sold, and Bids may not be made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
540SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF
ASSOCIATION
There are no material clauses of our Articles of Association that have been left out from disclosures having bearing
on the Issue or this Draft Red Herring Prospectus.
THE COMPANIES ACT, 2013
(COMPANY LIMITED BY SHARES)
ARTICLES OF ASSOCIATION
OF
DHARIWAL BUILDTECH LIMITED*
Interpretation
(I) (1) In these Articles: -
(a) “the Act" means the Companies Act, 2013.
(b) “the Company" means DHARIWAL BUILDTECH LIMITED.*
(c) “the seal" means the common seal of the company.
(d) “the Board of Directors”, “the Board” or “Directors” means the directors of the company and includes
persons occupying the position of the directors by whatever names called.
(2) Unless the context otherwise requires, words or expressions contained in these Articles shall bear the
same meaning as in the Act or any statutory modification thereof in force at the date at which these
Articles become binding on the Company.
Share capital and variation of rights
(II) (1) Subject to the provisions of the Act and these Articles, the shares in the capital of the Company shall be
under the control of the Directors who may issue, allot or otherwise dispose of the same or any of them
to such persons, in such proportion and on such terms and conditions and either at a premium or at par
and at such time as they may from time to time think fit.
(2) (i) Every person whose name is entered as a member in the register of members shall be entitled to
receive within two months after incorporation, in case of subscribers to the memorandum or after
allotment or within one month after the application for the registration of transfer or transmission
or sub-division, consolidation or renewal of any of its shares as the case may be- or within a period
of six months from the date of allotment in the case of any allotment of debenture, and as per the
applicable law-for the time being in force may provide, -
(a) one or more certificates in marketable lots for all the shares of each class or denomination
registered in his name without payment of any charges;
(b) several certificates, each for one or more of his shares, upon payment of twenty rupees for each
certificate after the first.
*Alterations in Article of Association have been made vide Special Resolution passed at the Extra-Ordinary
General Meeting held on 18/05/2018 in relation to change in the name of the Company with effect from
19/07/2018.
541( ii) Every certificate shall specify the shares to which it relates and the amount paid-up thereon and
shall be signed by two Directors or by a director and the company secretary, wherever the Company
has appointed a company secretary. Provided that in case the Company has a common seal it shall
be affixed in the presence of the persons required to sign the certificate.
(i ii) In respect of any share or shares held jointly by several persons, the Company shall not be bound
to issue more than one certificate, and delivery of a certificate for a share to one of several joint
holders shall be sufficient delivery to all such holders.
(3) (i) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the
back for endorsement of transfer or in case of sub-division or consolidation of shares, then upon
production and surrender thereof to the Company, a new certificate may be issued in lieu thereof,
and if any certificate is lost or destroyed then upon proof thereof to the satisfaction of the Company
and on execution of such indemnity as the Company deem adequate, a new certificate in lieu
thereof shall be given. Every certificate under this Article shall be issued on payment of twenty
rupees for each certificate.
(ii) The provisions of Articles (2) and (3) shall mutatis mutandis apply to debentures of the Company.
(4) Except as required by law, no person shall be recognised by the Company as holding any share upon any
trust, and the Company shall not be bound by, or be compelled in any way to recognise (even when
having notice thereof) any equitable, contingent, future or partial interest in any share, or any interest in
any fractional part of a share, or (except only as by these Articles or by law otherwise provided) any
other rights in respect of any share except an absolute right to the entirety thereof in the registered holder.
(5) (i) The Company may exercise the powers of paying commissions conferred by sub- section (6) of
section 40 of the Act, provided that the rate per cent. or the amount of the commission paid or
agreed to be paid shall be disclosed in the manner required by that section and rules made there
under.
(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made
under sub-section (6) of section 40 of the Act.
(iii) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid
shares or partly in the one way and partly in the other.
(6) (i) If at any time the share capital is divided into different classes of shares, the rights attached to any
class (unless otherwise provided by the terms of issue of the shares of that class) may, subject to
the provisions of section 48 of the Act, and whether or not the Company is being wound up, be
varied with the consent in writing of the holders of three-fourths of the issued shares of that class,
or with the sanction of a special resolution passed at a separate meeting of the holders of the shares
of that class.
(ii) To every such separate meeting, the provisions of these Articles relating to general meetings shall
mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at
least one-third of the issued shares of the class in question.
(7) The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall
not, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be
varied by the creation or issue of further shares ranking pari passu therewith.
(8) Subject to the provisions of section 55 of the Act, any preference shares may, with the sanction of an
ordinary resolution, be issued on the terms that they are to be redeemed on such terms and in such manner
as the Company before the issue of the shares may, by special resolution, determine.
Further Issue of Shares
542(9) Where any increase of subscribed capital through further issue of shares is proposed by the Board or the
Company then such shares shall be offered, subject to the provisions of section 62 of the Act, and the
rules made thereunder:
A.
(a) Such further shares shall be offered to the persons who, at the date of offer, are holders of equity
shares of the Company, in proportion as nearly as circumstances admit, to the paid-up share
capital on those shares by sending a letter of offer subject to the conditions mentioned in (b) to
(d) below;
(b) The offer aforesaid shall be made by notice specifying the number of shares offered and limiting
a time not being less than seven days (or such lesser or higher number of days as may be
prescribed under the Act or the rules made thereunder, or other applicable law) and not
exceeding thirty days from the date of the offer, within which the offer if not accepted, shall be
deemed to have been declined;*
(c) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to
renounce the shares offered to him or any of them in favour of any other person and the notice
referred to in sub-clause (b) shall contain a statement of this right;
(d) After the expiry of time specified in the notice aforesaid or on receipt of earlier intimation from
the person to whom such notice is given that the person declines to accept the shares offered,
the Board may dispose of them in such manner which is most beneficial and not disadvantageous
to the members and the Company.
B. Employees under any scheme of employees’ stock option subject to special resolution passed by the
shareholders of the Company and subject to the applicable rules and such other conditions, as may
be prescribed under applicable law;
C. Any persons, if authorized by a special resolution, whether or not those persons include the persons
referred to in clause (A) or clause (B) above either for cash or for a consideration other than cash,
subject to such conditions as may be prescribed under the Act and the rules made thereunder and any
other applicable law.*
*Alterations in Article of Association have been made vide Special Resolution passed at the Extra-
Ordinary General Meeting held on 03/04/2025 via alteration in Clause 9(A)(b) and 9(C) (Further Issue
of Shares).
i. Nothing in sub-clause (c) of clause (A) shall be deemed:
(a) To extend the time within which the offer should be accepted; or
(b) To authorize any person to exercise the right of renunciation for a second time on the ground
that the person in whose favour the renunciation was first made has declined to take the
shares compromised in the renunciation.
ii. Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused
by the exercise of an option as a term attached to the debentures issued or loans raised by the
Company to convert such debentures or loans into shares in the Company or to subscribe for
shares of the Company:
Provided that the terms of issue of such debentures or the terms of such loan containing such an
option have been approved before the issue of such debentures or the raising of loan by a special
resolution passed by the Company in general meeting.
iii. Mode of further issue of shares
543A further issue of shares may be made in any manner whatsoever as the Board may determine
including by way of preferential offer or private placement, subject to and in accordance with the
Act.
iv. The provisions contained in this Article shall be subject to the provisions of Section 42 and
Section 62 of the Act, other applicable provisions of the Act, any SEBI regulations or guidelines,
to the extent applicable.
Shares at the disposal of the Board
(10) Subject to the provisions of Section 62 of the Act and these Articles, the shares in the capital of the
Company for the time being shall be under the control of the Board who may by sending a letter of offer,
issue, allot or otherwise dispose of the same or any of them to such persons(s) or employees, in such
proportion and on such terms and conditions, either at a premium or at par or at a discount (subject to
compliance with Sections 52 and 53 and other provisions of the Act), and at such time as they may from
time to time think fit and with the sanction of the Company in the general meeting to give to any person
or persons or employee(s) the option or right to call for any shares either at par or premium during such
time and for such consideration as the Board think fit, and may issue and allot shares in the
capital of the Company on payment in full or part of any property sold and transferred or for any services
rendered to the Company in the conduct of its business and any shares which may so be allotted may be
issued as fully paid up shares and if so issued, shall be deemed to be fully paid shares. 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 general meetings. As regards all allotments, from time to time made, the Board shall
duly comply with the Act, as the case may be.
Term of Issue of Debentures
(11) Any debentures, debenture-stock or other securities may be issued at a discount, premium or otherwise
and may be issued on condition that they shall be convertible into shares of any denomination and with
any privileges and conditions as to redemption, surrender, drawing, allotment of shares, attending (but
not voting) at the general meeting, appointment of directors and otherwise. Debentures with the right to
conversion into or allotment of shares shall be issued only with the consent of the Company in the general
meeting by a special resolution and subject to the applicable laws.*
Dematerialization of Securities
(12) The Company shall recognize interest in dematerialized securities under the Depositories Act, 1996.
Subject to the provisions of the Act, either the Company or the investor may exercise an option to issue
(in case of the Company only), deal in, hold the securities (including shares) with a Depository in
electronic form and the certificates in respect thereof shall be dematerialized, in which event, the rights
and obligations of the parties concerned and matters connected therewith or incidental thereof shall be
governed by the provisions of the Depositories Act, 1996 as amended from time to time or any statutory
modification(s) thereto or re-enactment thereof, the Securities and Exchange Board of India
(Depositories and Participants) Regulations, 2018 and other applicable laws.
(13) Register and index of beneficial owners- The Company shall cause to be kept a register and index of
members with details of securities held in materialized and dematerialised forms in any media as may
be permitted by law including any form of electronic media in accordance with all applicable provisions
of the Act and the Depositories Act, 1996. 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 this Act. The Company shall have the power to keep in any state or country outside
india, a branch register of members, of members resident in that state or country. The register and index
of beneficial owners maintained by a depository under Section 11 of the Depositories Act, 1996, shall
be deemed to be register and index of members and register and index of debenture-holders, as the case
may be, for the purpose of the Act. Notwithstanding anything contained in the Articles, the Company
shall be entitled to dematerialize it Shares, debentures and other securities and offer such Shares,
debentures and other securities in a dematerialized form pursuant to the Depositories Act, 1996 and the
regulations made thereunder.
544*Alterations in Article of Association have been made vide Special Resolution passed at the Extra-
Ordinary General Meeting held on 03/04/2025 via alteration in Clause 11 (Term of Issue of
Debentures).
Lien
(14) (i) The Company shall have a first and paramount lien: -
(a) on every share/debenture (not being a fully paid share or debentures), registered in the name
of each member (whether solely or jointly with others) and upon the proceeds of sale thereof
for all moneys (whether presently payable or not) called or payable at a fixed time in respect
of such shares/debentures and no equitable interest in any share shall be created except upon
the footing and condition that these Articles will have full effect and such lien shall extend to
all dividends and bonuses from time to time declared in respect of such shares/debentures.
Unless otherwise agreed the registration of a transfer of shares/debentures shall operate as a
waiver of the Company’s lien if any, on such shares/debentures.; and
(b) on all shares (not being fully paid shares or debentures) standing registered in the name of a
single person, for all monies presently payable by him or his estate to the Company: Provided
that the Board may at any time declare any share to be wholly or in part exempt from the
provisions of this clause. The fully paid shares will be free from all lien, while in the case of
partly paid shares, the Company's lien, if any, will be restricted to moneys called or payable
at a fixed time in respect of such shares.
(ii) The Company's lien, if any, on a share shall extend to all dividends payable and bonuses declared
from time to time in respect of such shares.
(15) The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a
lien:
Provided that no sale shall be made -
(a) unless a sum in respect of which the lien exists is presently payable; or
(b) until the expiration of fourteen days after a notice in writing stating and demanding payment of such
part of the amount in respect of which the lien exists as is presently payable, has been given to the
registered holder for the time being of the share or the person entitled thereto by reason of his death
or insolvency.
(16) (i) To give effect to any such sale, the Board may authorise some person to transfer the shares sold to
the purchaser thereof.
(ii) The purchaser shall be registered as the holder of the shares comprised in any such transfer.
(iii) The purchaser shall not be bound to see to the application of the purchase money, nor shall his title
to the shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
(17) (i) The proceeds of the sale shall be received by the Company and applied in payment of such part of
the amount in respect of which the lien exists as is presently payable.
(ii) The residue, if any, shall, subject to a like lien for sums not presently payable as existed upon the
shares before the sale, be paid to the person entitled to the shares at the date of the sale.
Calls on shares
545(18) (i) The Board may, from time to time, make calls upon the members in respect of arty monies unpaid
on their shares (whether on account of the nominal value of the shares or by way of premium) and
not by the conditions of allotment thereof made payable at fixed times:
Provided that no call shall exceed one-fourth of the nominal value of the share or be payable at less
than one month from the date fixed for the payment of the last preceding call.
(ii) Each member shall, subject to receiving at least fourteen days' notice specifying the time or times
and place of payment, pay to the Company, at the time or times and place so specified, the amount
called on his shares.
(iii) A call may be revoked or postponed at the discretion of the Board.
(19) A call shall be deemed to have been made at the time when the resolution of the Board authorising the
call was passed and may be required to be paid by installments.
(20) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
(21) (i) If a sum called in respect of a share is not paid before or on the day appointed for payment thereof,
the person from whom the sum is due shall pay interest thereon from the day appointed for payment
thereof to the time of actual payment at ten per cent, per annum or at such lower rate, if any, as the
Board may determine.
(ii) The Board shall be at liberty to waive payment of any such interest wholly or in part.
(22) (i) Any sum which by the terms of issue of a share becomes payable on allotment or at any fixed date,
whether on account of the nominal value of the share or by way of premium, shall, for the purposes
of these 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.
(ii) In case of non-payment of such sum, all the relevant provisions of these Articles as to payment of
interest and expenses. forfeiture or otherwise shall apply as if such sum had become payable by
virtue of a call duly made and notified.
(23) The Board -
(a) may, if it thinks fit (subject to Section 50 of the Act), receive from any member willing to advance
the same, all or any part of the monies uncalled an unpaid upon any shares held by him; and
(b) upon all or any of the monies so advanced, may (until the same would, but for such advance become
presently payable) pay interest at such rate not exceeding, unless the Company in general meeting
shall otherwise direct, twelve per cent. per annum, as may be agreed upon between the Board and the
member paying the sum in advance. Any amount paid-up in advance of calls on any share may carry
interest but shall not in respect thereof confer a right to dividend or to participate in profits, nor entitle
the holder of the share to participate in respect thereof, in dividend subsequently declared. Provided
that the Directors may at any time repay the amount so advanced.
The members shall not be entitled to any voting rights in respect of the moneys so paid by him until the
same would but for such payment, become presently payable.
The provisions of these Articles shall mutatis mutandis apply to the calls on debentures of the Company.
Transfer of Shares
(24) (i) A common form of transfer shall be used and the instrument of transfer of any share in the
Company shall be executed by or on behalf of both the transferor and transferee.
(ii) 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.
546(25) The Board may, subject to the right of appeal conferred by section 58 of the Act decline to register-
(a) the transfer of a share, not being a fully paid share, to a person of whom they do not approve; or
(b) any transfer of shares on which the Company has a lien.
(26) The Board may decline to recognise any instrument of transfer unless -
(a) the instrument of transfer is in writing and in the form as prescribed in rules made under sub- section
(1) of section 56 of the Act;
(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 onIy one class of shares.
(27) The registration of transfers may be suspended at such times, in such manner and for such periods as the
Board may from time to time determine, subject to giving of previous notice of at least seven days or such
lesser period as may be specified by applicable laws.
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.*
*Alterations in Article of Association have been made vide Special Resolution passed at the Extra-
Ordinary General Meeting held on 03/04/2025 via alteration in Clause 27 (Transfer of Shares).
Directors may refuse to register transfer
(28) (i) Subject to the provisions of Section 58 of the Act, these Articles, the Securities Contracts
(Regulation) Act, 1956, any listing agreement entered into with any recognized stock exchange
and other applicable provisions of the Act or any other law for the time being in force, the
Directors at their own absolute and uncontrolled discretion and by giving reasons may, decline
to register or acknowledge —any transfer of or the transmission by operation of law of the right
to, any Shares or interest of a Member in or debentures of the Company. The Company shall
within one 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, 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 registration of transfer shall however 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 except where the Company has a lien on Shares or other securities.
(ii) No fee shall be charged for registration of transfer, transmission, probate, succession certificate
and letter of administration, certificate of death or marriage, power of attorney or similar other
document with the Company.
Transmission of Shares
547(29) (i) On the death of a member, the survivor or survivors where the member was a joint holder, and his
nominee or nominees or legal representatives where he was a sole holder, shall be the only persons
recognised by the Company as having any title to his interest in the shares.
(ii) Nothing in clause (i) shall release the estate of a deceased joint holder from any liability in respect
of any share which had been jointly held by him with other persons.
(30) (i) Any person becoming entitled to a share in consequence of the death or insolvency of a member
may, upon such evidence being produced as may from time to time properly be required by the
Board and subject as hereinafter provided, elect, either:
(a) to be registered himself as holder of the share; or
(b) to make such transfer of the share as the deceased or insolvent member could have made.
(ii) The Board shall, in either case, have the same right to decline or suspend registration as it would
have had. if the deceased or insolvent member had transferred the share before his death or
insolvency.
(31) (i) if the person so becoming entitled shall elect to be registered as holder of the share himself, he
shall deliver or send to the Company a notice in writing signed by him stating that he selects.
(ii) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a
transfer or the share.
(iii) AII the limitations, restrictions and provisions of these Articles relating to the right to transfer and
the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid
as if the death or insolvency of the member had not occurred and the notice or transfer were a
transfer signed by that member.
(32) A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled
to the same dividends and other advantages to which he would be entitled if he were the registered holder
of the share, except that he shall not, before being registered as a member in respect of the share, be
entitled in respect of it to exercise any right conferred by membership in relation to meetings of the
Company:
Provided that the Board may, at any time, give notice requiring any such person to elect either to be
registered himself or to transfer the share, and if the notice is not complied with within ninety days, the
Board may thereafter withhold payment of all dividends, bonuses or other monies payable in respect of
the share, until the requirements of the notice have been complied with.
Forfeiture of shares
(33) If a member fails to pay any call, or installment of a call on the day appointed for payment thereof, the
Board may, at any time thereafter during such time as any part of the call or installment remains unpaid,
serve a notice on him requiring payment of so much of the call or installment as is unpaid, together with
any interest which may have accrued.
(34) The notice aforesaid shall—
(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the
notice) on or before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which
the call was made shall be liable to be forfeited.
(35) If the requirements of any such notice as aforesaid are not complied with, any share in respect of which
the notice has been given may, at any time thereafter, before the payment required by the notice has been
made, be forfeited by a resolution of the Board to that effect.
548(36) (i) A forfeited share may be sold or otherwise disposed of on such terms and in such manner as the
Board thinks fit.
(ii) At-any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such
terms as it thinks fit.
(37) (i) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited
shares, but shall, notwithstanding the forfeiture, remain liable to pay to the Company all monies
which, at the date of forfeiture, were presently payable by him to the Company in respect of the
shares.
(ii) The liability of such person shall cease if and when the Company shall have received payment in
full of all such monies in respect of the shares,
(38) (i) A duly verified declaration in writing that the declarant is a director, the manager or the
secretary, of the Company, and that a share in the Company has been duly forfeited on a
date stated in the declaration, shall be Conclusive evidence of the facts therein stated as against
all persons claiming to be entitled to the share.
(ii) The Company may receive the consideration, if any, given for the share oh any sale or disposal
thereof and may execute a transfer of the share in favour of the person to whom the share is sold
or disposed of.
(iii) The transferee shall thereupon be registered as the holder of the share.
(iv) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall
his title to the share be affected by any irregularity or invalidity in the proceedings in reference to
the forfeiture, sale or disposal of the share.
(39) The provisions of these Articles as to forfeiture shall apply in the case of non- payment of any sum which,
by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value
of the share or by way of premium, as if the same had been payable by virtue of a call duly made and
notified.
Alteration of capital
(40) The Company may, from time to time, by ordinary resolution increase the share capital by such sum, to
be divided into shares of such amount, as may be specified in the resolution.
(41) Subject to the provisions of section 61 of the Act, the Company may, by ordinary resolution,
(a) consolidate and divide all or any of its share capital into shares of larger amount than its existing
shares;
(b) convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up
shares of any denomination;
(c) sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the
memorandum;
(d) cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed
to be taken by any person.
(42) Where shares are converted into stock, -
(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to
the same regulations under which, the shares from which the stock arose might before the conversion
have been transferred, or as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so,
however, that such minimum shall not exceed the nominal amount of the shares from which the stock
549arose.
(b) the holders of stock shall, according to the amount of stock held by them, have the same rights,
privileges and advantages as regards dividends, voting at meetings of the Company, and other
matters, as if they held the shares from which the stock arose; but no such privilege or advantage
(except participation in the dividends and profits of the Company and in the assets on winding up)
shall be conferred by an amount of stock which would not, if existing in shares, have conferred that
privilege or advantage.
(c) Such of the Articles of the Company as are applicable to paid-up shares shall apply to stock and the
words "share" and "shareholder" in those Articles shall include "stock" and "stock-holder"
respectively.
(43) The Company may, by special resolution, reduce in any manner and with and subject to, any incident
authorised and consent required by law, -
(a) its share capital;
(b) any capital redemption reserve account; or
(c) any share premium account.
Capitalisation of profits
(44) (i) The Company in general meeting may, upon the recommendation of the Board, resolve-
(a) that it is desirable to capitalise any part of the amount for the time being standing to the credit
of any of the Company's reserve accounts, or to the credit of the profit and loss account, or
otherwise available for distribution; and
(b) that such sum be accordingly set free for distribution in the manner specified in clause (ii)
amongst the members who would have been entitled thereto, if distributed by way of dividend
and in the same proportions.
(ii) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision contained
in clause (iii), either in or towards -
A. paying up any amounts for the time being unpaid on any shares held by such members
respectively;
B. paying up in full, unissued shares of the Company to be allotted and distributed, credited as
fully paid-up, to and amongst such members in the proportions aforesaid;
C. partly in the way specified in sub-clause (A) and partly in that specified in sub-clause (B);
D. A securities premium account and a capital redemption reserve account may, for the purposes
of this regulation, be applied in the paying up of unissued shares to be issued to members of
the Company as fully paid bonus shares;
E. The Board shall give effect to the resolution passed by the Company in pursuance of this
regulation.
(45) (i) Whenever such a resolution as aforesaid shall have been passed, the Board shall—
(a) make all appropriations and applications of the undivided profits resolved to be capitalised
thereby, and all allotments and issues of fully paid shares if any; and
550(b) generally, do all acts and things required to give effect thereto.
(ii) The Board shall have power—
(a) to make such provisions, by the issue of fractional certificates or by payment in cash or
otherwise as it thinks fit, for the case of shares becoming distributable in fractions; and
(b) to authorise any person to enter, on behalf of all the members entitled thereto, into an
agreement with the Company providing for the allotment to them respectively, credited as
fully paid-up, of any further shares to which they may be entitled upon such capitalisation, 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 capitalised, of the amount or
any part of the amounts remaining unpaid on their existing shares;
(iii) Any agreement made under such authority shall be effective and binding on such members.
Buy-back of shares
(46) Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and
any other applicable provision of the Act or any other law for the time being in force, the Company may
purchase its own shares or other specified securities.
General meetings
(47) All general meetings other than annual general meeting shall be called extraordinary general meeting.
(48) (i) the Board may, whenever it thinks fit, call an extraordinary general meeting
(ii) If at any time directors capable of acting who are sufficient in number to form a quorum are not
within India, any director or any two members of the Company may call an extraordinary general
meeting in the same manner, as nearly as possible, as that in which such a meeting may be called
by the Board.
Proceedings at general meetings
(49) (i) No business shall be transacted at any general meeting unless a quorum of members is present at
the time when the meeting proceeds to business.
(ii) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in
section 103 of the Act.
(50) The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the
Company.
(51) If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for
holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect
one of their members to be Chairperson of the meeting.
(52) If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen
minutes after the time appointed for holding the meeting, the members present shall choose one of their
members to be Chairperson of the meeting.
Adjournment of meeting
(53) (i) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if
so directed by the meeting, adjourn the meeting from time to time and from place to place.
(ii) No business shall be transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place.
551(iii) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be
given as in the case of an original meeting.
(iv) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned meeting.
Voting rights
(54) Subject to any rights or restrictions for the time being attached to any class or classes of shares:
(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 pro portion to his share in the paid- up equity
share capital of the Company.
(55) A member may exercise his vote at a meeting by electronic means in accordance with section 108 of the
Act and shall vote only once.
(56) (i) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by
proxy, shall be accepted to the exclusion of the votes of the other joint holders.
(ii) For this purpose, seniority shall be determined by the order in which the names stand in the register
of members.
(57) A member of unsound mind, or in respect of whom an order has been made by any court having
jurisdiction in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal
guardian, and any such committee or guardian may, on a poll, vote by proxy.
(58) Any business other than that upon which a poll has been demanded may be proceeded with, pending the
taking of the poll.
(59) No member shall be entitled to vote at any general meeting unless all calls or other sums presently payable
by him in respect of shares in the Company have been paid.
(60) (i) No objection shall be raised to the qualification of any voter except at the meeting or adjourned
meeting at which the vote objected to is given or tendered, and every vote not disallowed at
such meeting shall be valid for all purposes.
(ii) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose
decision shall be final and conclusive.
Proxy
(61) The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is
signed or a not arised copy of that power a authority, shall be deposited at the registered office of the
Company not less than 48 hours before the time for holding the meeting or adjourned meeting at which
the person named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours
before the time appointed for the taking of the poll; and in default the instrument of proxy shall not be
treated as valid.
(62) An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105
of the Act.
(63) A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the
previous death or insanity of the principal or the revocation of the proxy or of the authority under which
the proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that
no intimation in writing of such death, insanity, revocation or transfer shall have been received by the
Company at its office before the commencement of the meeting or adjourned meeting at which the proxy
is used.
Board of Directors
552(64) The number of the directors and the names of the first directors shall be determined in writing by the
subscribers of the memorandum or a majority of them.
The following are the first Directors of the Company:
1. Sahdev Kumar
2. Chet Ram Dhariwal
3. Hitender Kumar
4. Sher Singh Garhwal
(65) The Company shall have a composition of the Board of Directors as required by the applicable laws, with
a minimum of 3 (three) Directors, and may increase the number of Directors to a maximum of 15 (Fifteen)
Directors. Provided that a Company may appoint more than 15 Directors after passing a Special
Resolution in the general meeting. The Company shall have such minimum number of independent
directors on the Board of the Company, as may be required in terms of the provisions of applicable Law.
Further, the appointment of such independent Directors shall be in terms of, and subject to, the aforesaid
provisions of applicable Law.
*Alterations in Article of Association have been made vide Special Resolution passed at the Extra-
Ordinary General Meeting held on 03/04/2025 via alteration in Clause 65 (Board of Directors).
(66) (i) The remuneration of the directors shall, in so far as it consists of a monthly payment, be deemed
to accrue from day-to-day.
(ii) In addition to the remuneration payable to them in pursuance of the Act, the directors may be paid
all travelling, hotel and other expenses properly incurred by them.
(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.
(67) The Board may pay all expenses incurred in getting up and registering the Company.
(68) The Company may exercise the powers conferred on it by section 88 of the Act with regard to the keeping
of a foreign register; and the Board may (subject to the provisions of that section) make and vary such
regulations as it may thinks fit respecting the keeping of any such register.
(69) All cheques, promissory notes, drafts, hands, bills of exchange and other negotiable instruments, and all
receipts for monies paid to the Company, shall be signed, drawn, accepted, endorsed, or otherwise
executed, as the case may be, by such person and in such manner as the Board shall from time to time by
resolution determine,
(70) Every director present at any meeting of the Board or of a committee thereof shall sign his name in a book
to be kept for that purpose.
(71) (i) Subject to the provisions of section 149 of the Act, the Board shall have power at any time, and
from time to time, to appoint a person as an additional director, provided the number of the
directors and additional directors together shall not at any time exceed the maximum strength
fixed for the Board by the articles.
(ii) Such person shall hold office only up to the date of the next annual general meeting of the Company
but shall be eligible for appointment by the Company as a director at that meeting subject to the
provisions of the Act.
(72) The Board shall have power to appoint or reappoint an individual as the chairperson of the Company as well
as managing director or Chief Executive Officer of the Company at the same time.
*Additions in Article of association have been made vide Special Resolution passed at the Extra-
Ordinary General Meeting held on 25/04/2022 via alteration in Clause 72 (Board of Directors).
553(73) The Board of the Company may appoint an alternate director to act for a director (hereinafter called “the
original Director”) during his absence for a period of not less than three months from India and such
appointment shall have effect and such appointee, whilst he holds office as an alternate director shall be
entitled to notice of meetings of the directors and to attend and vote thereat accordingly. An alternate
director appointed under this Article shall not hold office as such for a period longer than that permissible
to the original Director in whose place he has been appointed and shall vacate office if and when the
original Director returns back to India. If the term of office of the original Director is determined before
he so returns to India, any provision in the Act or in these Articles for the automatic re- appointment of
retiring directors in default of another appointment shall apply to the original Director and not to the
alternate director.*
Powers of the Board
(74) The management of the business of the Company shall be vested in the Board and the Board may exercise
all such powers, and do all such acts and things, as the Company is by the Memorandum or otherwise
authorized to exercise and do, 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 any prior act of the Board
which would have been valid if such regulation had not been made.
Proceedings of the Board
(75) (i) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its
meetings, as it thinks fit.
(ii) A director may, and the manager or secretary on the requisition of a director shall, at any time,
summon a meeting of the Board.
(76) (i) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall
be decided by a majority of votes.
(ii) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting
vote.
(77) The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their
number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors
or director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of
summoning a general meeting of the Company, but for no other purpose.
(78) (i) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold
office.
(ii) If no such chairperson is elected, or if at any meeting the Chairperson is not present within five
minutes after the time appointed for holding the meeting, the directors present may choose
one of their numbers to be Chairperson of the meeting.
*Alterations in Article of Association have been made vide Special Resolution passed at the
Extra-Ordinary General Meeting held on 03/04/2025 via alteration in Clause 73 (Board of
Directors).
(79) (i) Save as otherwise provided in the Act, the Board may, in compliance with provisions of these
Articles, the Act, and other applicable laws, delegate any of its powers to committees consisting
of such member or members of its body as it thinks fit.
(ii) Any delegation so made shall, in the exercise of the powers so delegated, conform to any
regulations that may be imposed on it by the Board.
(80) (i) A committee may elect a Chairperson of its meetings.
554(ii) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five
minutes after the time appointed for holding the meeting, the members present may choose one of
their members to be Chairperson of the meeting.
(81) (i) A committee may meet and adjourn as it thinks fit.
(ii) Questions arising at any meeting of a committee shall be determined by a majority of votes of the
members present, and in case of an equality of votes, the Chairperson shall have a second or casting
vote.
(82) 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 th em
were disqualified, be as valid as if every such director or such person had been duly appointed and was
qualified to be a director.
(83) Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members of
the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of the
Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board or
committee, duly convened and held.
Chief Executive Officer, Manager, Company Secretary or Chief Financial Officer
(84) Subject to the provisions of the Act, —
(i) A chief executive officer, manager, company secretary or chief financial officer may be appointed
by the Board for such term, at such remuneration and upon such conditions as it may thinks fit; and
any chief executive officer, manager, company secretary or chief financial officer so appointed
may be removed by means of a resolution of the Board;
(ii) A director may be appointed as chief executive officer, manager, company secretary or chief
financial officer.
(85) A provision of the Act or these Articles requiring or authorizing a thing to be done by or to a director and
chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its
being done by or to the same person acting both as director and as, or in place of, chief executive officer,
manager, company secretary or chief financial officer.
The Seal
(86) (i) The Board shall provide for the safe custody of the seal of the Company.
(ii) The seal shall not be affixed to any instrument except by the authority of a resolution of the Board
of Directors or of a committee of the Board authorized by it in that behalf and except in the presence
of at least two directors and of the secretary or such other person as the Board may appoint for the
purpose; and those two directors and the secretary or other person aforesaid shall sign every
instrument to which the seal of the Company is so affixed in their presence.
Dividends and Reserve
(87) The Company in general meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.
(88) Subject to the provisions of section 123 of the Act, the Board may from time to time pay to the members
such interim dividends as appear to it to be justified by the profits of the Company.
(89) (i) The Board may, before recommending any dividend, set aside out of the profits of the Company
such sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be
applicable for any purpose to which the profits of the Company may be properly applied, including
provision for meeting contingencies or for equalising dividends; and pending such application,
may, at the like discretion, either be employed in the business of the Company or be invested in
such investments (other than shares of the company) as the Board may, from time to time, thinks
555fit.
(ii) The Board may also carry forward any profits which it may consider necessary not to divide,
without setting them aside as a reserve.
(90) (i) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all
dividends shall be declared and paid according to the amounts paid or credited as paid on the shares
in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares
in the Company, dividends may be declared and paid according to the amounts of the shares.
(ii) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes
of this regulation as paid on the share.
(iii) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid
on the shares during any portion or portions of the period in respect of which the dividend is paid;
but if any share is issued on terms providing that it shall rank for dividend as from a particular date
such share shall rank for dividend accordingly.
(91) The Board may deduct from any dividend payable to any member all sums of money, if any, presently
payable by him to the Company on account of calls or otherwise in relation to the shares of the Company.
(i) Any dividend, interest or other monies payable in cash in respect of shares may be paid by cheque
or warrant sent through the post directed to the registered address of the holder or, in the case of
joint holders, to the registered address of that one of the joint holders who, is first named on the'
register of members, or- to such person and to such address as the holder or joint holders may in
writing direct.
(ii) Every such cheque or warrant shall be made payable to the or der of the person to whom it is
‘sent.
(92) Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or
other monies payable in respect of such share.
(93) Notice of any dividend that may have been declared shall be given to the persons entitled to share therein
in the manner mentioned in the Act.
(94) No dividend shall bear interest against the Company.
(95) Where a dividend has been declared by the Company but has not been paid or claimed within thirty days
from the date of the declaration to any Shareholder entitled to the payment of the dividend, the Company
shall, within seven days from the date of expiry of the said period of thirty 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 bank to be called the ‘Unpaid Dividend Account’.
(96) Any money transferred to the ‘Unpaid Dividend Account’ of the Company which remains unpaid or
unclaimed for a period of 7 (Seven) years from the date of such transfer, shall be transferred by the
Company along with the interest accrued, if any, to the Fund known as Investor Education and Protection
Fund established under section 125 of the Act. There shall be no forfeiture of unclaimed or unpaid
dividends before the claim becomes barred by law.
(97) All shares in respect of which the dividend has not been paid or claimed for 7 (Seven) consecutive years
or more shall be transferred by the Company in the name of Investor Education and Protection Fund along
with a statement containing such details as may be prescribed. Provided that any claimant of shares so
transferred shall be entitled to claim the transfer of shares from Investor Education and Protection Fund
in accordance with such procedure and on submission of such documents as may be prescribed.
(98) No unclaimed dividend shall be forfeited before the claim becomes barred by law.
Accounts
(99) (i) The Board shall from time to time determine whether and to what extent and at what times and
places and under what conditions or regulations, the accounts and books of the Company, or any
556of them, shall be open to the inspection of members not being directors.
(ii) No member (not being a director) shall have any right of inspecting any account or book or
document of the Company except as conferred by law or authorised by the Board or by the
Company in general meeting.
Winding up
(100) Subject to the provisions of Chapter XX of the Act and rules made there under
(i) If the Company shall be wound up, the liquidator may, with the sanction of a special resolution of
the Company and any other sanction required by the Act, divide amongst the members, in cash or
kind, the whole or any part of the assets of the Company, whether they shall consist of property of
the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair upon any property
to be divided as a aforesaid and may determine how such division shall be carried out as between
the members or different classes of members.
(iii) The liquidator may, with the like sanction, vest the whole or any part of such assets in trustees
upon such trusts for the benefit of the contributories if he considers necessary, but so that no
member shall be compelled to accept any shares or other securities whereon there is any liability.
Indemnity
(101) Every officer of the Company shall be indemnified out of the assets of the Company against any liability
incurred by him in defending any proceedings, whether civil or criminal, in which judgment is given in
his favour or in which he is acquitted or in which relief is granted to him by the court or the Tribunal.
Borrowing Powers
(102) (i) Subject to the provisions of sections 73 and 179 of the Act, these Articles and other applicable
laws, the Board may from time to time, at its own discretion, raise or borrow or secure the payment
of any such sum of money for the purpose of the Company, in such manner and upon such terms
and conditions in all respects as they think fit, and in particular, by promissory notes or by
receiving deposits and advances with or without security or by the issue of bonds, debentures,
perpetual or otherwise, including debentures convertible into shares of this Company or any other
Company or perpetual annuities and to secure any such money so borrowed, raised or received,
mortgage, pledge or charge the whole or any part of the property, assets or revenue of the Company
present or future, including its uncalled capital by special assignment or otherwise or to transfer
or convey the same absolutely or in trust and to give the lenders powers of sale and other powers
as may be expedient and to purchase, redeem or pay off any such securities; provided however,
that the moneys to be borrowed, together with the money already borrowed by the Company apart
from temporary loans (as defined under Section 180(1) of the Act) obtained from the Company’s
bankers in the ordinary course of business shall not, without the sanction of the Company by a
special resolution at a general meeting, exceed the aggregate of the paid up capital of the Company,
its free reserves and securities premium. Provided that every special resolution passed by the
Company in general meeting in relation to the exercise of the power to borrow shall specify the
total amount up to which moneys may be borrowed by the Board of Directors.
(ii) To the extent permitted under the applicable laws and subject to compliance with the requirements
thereof, the Board shall be empowered to grant loans to such entities at such terms as they may
deem to be appropriate and the same shall be in the interest of the Company.
General Power
(103) Wherever in the Act or Law, it has been provided that the Company shall have any right, privilege or
authority or that the Company could carry out any transaction only if the Company is so authorized by
its articles, then and in that case this Article authorizes and empowers the Company to have such rights,
privileges or authorities and to carry such transactions as have been permitted by the Act or Law,
without there being any specific Article in that behalf herein provided.
557At any point of time from the date of adoption of these Articles, if the Articles are or become contrary
to the provisions of the Act or Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as amended from time to time (“SEBI Listing
Regulations”), the provisions of the Act and SEBI Listing Regulations shall prevail over the Articles to
the extent of such inconsistency and the Company shall comply with all applicable obligations
prescribed thereunder.
Notwithstanding anything contained in these Articles, the instructions / guidelines issued from time to
time by the Ministry of Corporate Affairs or SEBI by way of circulars / notifications etc. in respect of
any of the matters with regard to powers of the board/convening / conducting of board meetings /
committee meetings / shareholders’ meetings, minutes of the meetings, sending of annual report by
email, video- conferencing and maintenance of registers / records etc., shall have overriding effect on
these Articles for compliance thereof.*
Underwriting and Brokerage
(104) (i) The Company may exercise the powers of paying commissions conferred by the Act to any
person in connection with the subscription to its securities, provided that the rate per cent or the
amount of the commission paid or agreed to be paid shall be disclosed in the manner required by
the Act and rules made thereunder.
(ii) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules
made under sub-section (6) of section 40 of the Act.
The commission may be satisfied by the payment of cash or the allotment of fully or partly paid
(iii) shares or partly in the one way and partly in the other.
(iv) The Company may pay reasonable sum for brokerage.
*Alterations in Article of Association have been made vide Special Resolution passed at the Extra-
Ordinary General Meeting held on 03/04/2025 via alteration in Clause 103 (General Power).
558SECTION IX – 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 and will be available on the website of our Company at
http://www.dhariwalbuildtech.com from the date of the Red Herring Prospectus until the Bid/ Issue Closing Date
(except the CRISIL Report which is available from the date of this Draft Red Herring Prospectus).
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.
A. Material Contracts for the Issue
1. Issue Agreement dated September 27, 2025 between our Company and the Book Running Lead Managers.
2. Registrar Agreement dated September 27, 2025 between our Company and the Registrar to the Issue.
3. Monitoring Agency Agreement dated [●] between our Company and the Monitoring Agency.
4. Cash Escrow and Sponsor Bank Agreement dated [●] between our Company, the Registrar to the Issue, the
Book Running Lead Managers, the Syndicate Members, the Escrow Collection Bank(s), Sponsor Bank,
Public Issue Bank and the Refund Bank(s).
5. Syndicate Agreement dated [●] between our Company, the Book Running Lead Managers and the Syndicate
Members.
6. Underwriting Agreement dated [●] between our Company and the Underwriters.
B. Material Documents
1. Certified copies of our Memorandum of Association and Articles of Association, as amended from time to
time.
2. Erstwhile certificate of incorporation dated May 2, 2016, issued by the RoC.
3. Fresh certificate of incorporation dated July 19, 2018, consequent to the change in the name of our Company,
issued by the RoC.
4. Resolutions of the Board and the Shareholders each dated September 26, 2025 and September 27, 2025,
respectively, approving the Issue.
5. Resolution of our Board dated September 27, 2025, approving this Draft Red Herring Prospectus.
6. Copies of the annual reports of our Company for the Fiscal 2025, 2024 and 2023.
7. Employment agreement dated April 30, 2022, as amended, on June 28, 2025, between our Company and Chet
Ram Dhariwal, our Chairman and Managing Director.
8. Employment agreement dated April 30, 2022, as amended, on June 28, 2025 between our Company and
Deepak Dhariwal, our Whole-time Director and Head – Procurement.
5599. Employment agreement dated June 28, 2025 between our Company and Mohinder Singh Dhariwal, our
Whole-time Director and Head – Administration and Information Technology.
10. Board resolution dated June 19, 2025 and Shareholders’ resolution dated June 28, 2025 fixing the terms of
remuneration of each of Chet Ram Dhariwal, our Chairman and Managing Director; Deepak Dhariwal, our
Whole-time Director and Head – Procurement and Mohinder Singh Dhariwal, Whole-time Director and Head
– Administration and Information Technology.
11. The examination report dated September 26, 2025 of the Statutory Auditor, on our Restated Consolidated
Financial Statements, included in this Draft Red Herring Prospectus.
12. The statement of possible special tax benefits dated September 27, 2025 issued by the Statutory Auditor.
13. Consent of our Directors, our Company Secretary and Compliance Officer, Bankers to our Company, the
Book Running Lead Managers, the Syndicate Members, legal counsel to our Company, Registrar to the Issue,
Bankers to our Company, Escrow Collection Bank(s), Public Issue Bank(s), Refund Bank(s), Sponsor Bank,
Monitoring Agency, as referred to in their specific capacities.
14. Certificate dated September 27, 2025 issued by TATTVAM & Co., Chartered Accountants, Independent
Chartered Accountant certifying the KPIs of the Company.
15. Resolution dated September 27, 2025 passed by the Audit Committee approving the KPIs for disclosure.
16. Written consent dated September 27, 2025 from S.K. Singla & Associates, Chartered Accountants, to include
its name as required under Section 26 (1) of the Companies Act read with SEBI ICDR Regulations, in this
DRHP, and as an “expert” as defined under Section 2(38) of the Companies Act, to the extent and in their
capacity as our Statutory Auditor, and in respect of their (i) examination report, dated September 26, 2025 on
our Restated Consolidated Financial Statements; and (ii) their report dated September 27, 2025 on the
statement of tax benefits available to the Company, its shareholders and its Material Subsidiaries in this Draft
Red Herring Prospectus and such consent has not been withdrawn as on the date of this Draft Red Herring
Prospectus. However, the term “experts” and consent thereof does not represent an “expert” or consent as is
defined under the U.S. Securities Act.
17. Written consent dated September 27, 2025 from TATTVAM & Co., Chartered Accountants, Independent
Chartered Accountant to include their name as required under Section 26 of the Companies Act in this Draft
Red Herring Prospectus and as an ‘expert’ as defined under Section 2(38) of Companies Act.
18. Written consent dated September 27, 2025 from Tarun Saini & Associates, to include their name as the
independent practising 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.
19. CRISIL Intelligence consent letter dated September 26, 2025 for the CRISIL Report.
20. The report titled “Industry report on assessment of the Indian roads sector” dated September 2025 prepared
by CRISIL Intelligence, which has been commissioned by and paid for by our Company pursuant to an
engagement letter with CRISIL Intelligence dated November 19, 2024, exclusively for the purposes of the
Issue.
21. Due diligence certificate dated September 27, 2025, addressed to SEBI from the Book Running Lead
Managers.
22. In–principle approvals dated [●] and [●] issued by BSE and NSE, respectively.
23. Tripartite agreement dated December 16, 2024, between our Company, NSDL and the Registrar to the
Company.
24. Tripartite agreement dated January 3, 2025, between our Company, CDSL and the Registrar to the Company.
25. SEBI observation letter bearing reference number [●] and dated [●].
560DECLARATION
AI 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 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 DIRECTOR OF OUR COMPANY
___________________________________
Chet Ram Dhariwal
Chairman and Managing Director
Place: Hisar, Haryana
Date: September 27, 2025
561DECLARATION
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 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 DIRECTOR OF OUR COMPANY
___________________________________
Deepak Dhariwal
Whole-time Director and Head – Procurement
Place: Hisar, Haryana
Date: September 27, 2025
562DECLARATION
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 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 DIRECTOR OF OUR COMPANY
___________________________________
Mohinder Singh Dhariwal
Whole-time Director and Head – Administration and Information Technology
Place: Hisar, Haryana
Date: September 27, 2025
563DECLARATION
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 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 DIRECTOR OF OUR COMPANY
___________________________________
Kamlesh Sekhon
Independent Director
Place: Mohali, Punjab
Date: September 27, 2025
564DECLARATION
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 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 DIRECTOR OF OUR COMPANY
___________________________________
Ajay Sharma
Independent Director
Place: Chandigarh
Date: September 27, 2025
565DECLARATION
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 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 DIRECTOR OF OUR COMPANY
___________________________________
Madan Kishore Sharma
Independent Director
Place: Hisar, Haryana
Date: September 27, 2025
566DECLARATION
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 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 CHIEF FINANCIAL OFFICER OF OUR COMPANY
___________________________________
Anil Kumar
Chief Financial Officer
Place: Hisar, Haryana
Date: September 27, 2025
567