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(Please scan this QR code to view this Prospectus) PROSPECTUS
Dated August 1, 2025
(Please read Section 26 of the Companies Act, 2013)
100% Book Built Offer
M & B ENGINEERING LIMITED
Corporate Identity Number: U45200GJ1981PLC004437
REGISTERED AND CORPORATE CONTACT PERSON TELEPHONE AND EMAIL WEBSITE
OFFICE
MB House, 51, Chandrodaya Society, Opp. Palak Dilipbhai Parekh, Tel: +91 79- 26463784 www.mbel.in
Golden Triangle Stadium Road, Post Company Secretary and
Navjivan, Ahmedabad – 380 014, Gujarat, Compliance Officer Email:
India compliance@mbel.in
OUR PROMOTERS: GIRISHBHAI MANIBHAI PATEL, CHIRAG HASMUKHBHAI PATEL, MALAV GIRISHBHAI
PATEL, BIRVA CHIRAG PATEL, VIPINBHAI KANTILAL PATEL, ADITYA VIPINBHAI PATEL, CHIRAG H PATEL
FAMILY TRUST, VIPIN K PATEL FAMILY TRUST, MGM5 FAMILY TRUST, MGM11 FAMILY TRUST, ADITYA V
PATEL FAMILY TRUST
DETAILS OF THE OFFER TO THE PUBLIC
Type Fresh Issue Size Offer for Sale Total Offer size Eligibility and Reservations
size
Fresh Issue and 7,148,215 Equity 9,740,259 Equity 16,888,474 Equity The Offer was made pursuant to Regulation 6(2) of the SEBI
Offer for Sale Shares of face Shares of face Shares of face ICDR Regulations, as amended. For further details, see
value of ₹ 10 each value of ₹ 10 each value of ₹ 10 each “Other Regulatory and Statutory Disclosures – Eligibility
aggregating to ₹ aggregating to ₹ aggregating to ₹ for the Offer” on page 408. For details in relation to share
2,750.00 million#^ 3,750.00 million#^ 6,500.00 million#^ reservation among QIBs, NIIs, RIBs and Eligible
Employees, see “Offer Structure” on page 426.
# Subject to finalization of Basis of Allotment
^A discount of ₹36.00 per Equity Share was offered to Eligible Employees bidding in the Employees Reservation Portion.
OFFER FOR SALE BY THE SELLING SHAREHOLDERS
Name of the Selling Type Number of Equity Shares Offered Weighted Average Cost of
Shareholders Acquisition per Equity
Share (in ₹)*#
Girishbhai Manibhai Patel Promoter Selling Shareholder 3,983,119 Equity Shares of face value of ₹ 10 0.42
each aggregating to ₹ 1,533.50 million#
Chirag Hasmukhbhai Patel Promoter Selling Shareholder 3,383,116 Equity Shares of face value of ₹ 10 0.94
each aggregating to ₹ 1,302.50 million#
Vipinbhai Kantilal Patel Promoter Selling Shareholder 487,012 Equity Shares of face value of ₹ 10 Nil
each aggregating to ₹ 187.50 million#
Birva Chirag Patel Promoter Selling Shareholder 1,000,000 Equity Shares of face value of ₹ 10 2.00
each aggregating to ₹ 385.00 million#
Aditya Vipinbhai Patel Promoter Selling Shareholder 487,012 Equity Shares of face value of ₹ 10 1.21
each aggregating to ₹ 187.50 million#
Umaben Girishbhai Patel Promoter Group Selling 400,000 Equity Shares of face value of ₹ 10 2.02
Shareholder each aggregating to ₹ 154.00 million#
# Subject to finalization of Basis of Allotment
*As certified by Talati & Talati LLP, Chartered Accountants (110758W/W100377), by way of their certificate dated August 1, 2025.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares of our Company.
The face value of our Equity Shares is ₹ 10 each. The Offer Price, Floor Price and the Price Band (as determined and justified by our
Company, in consultation with the BRLMs, on the basis of the assessment of market demand for Equity Shares by way of the Book Building
Process, in accordance with SEBI ICDR Regulations, and as stated in “Basis for Offer Price” on page 131) should not be taken to be
indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active and/ or
sustained trading in the Equity Shares 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 Offer 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 Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer
including the risks involved. The Equity Shares offered in the Offer have not been recommended or approved by the Securities and Exchange
Board of India (“SEBI”), nor does the SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the
investors is invited to “Risk Factors” on page 28.(Please scan this QR code to view this Prospectus) PROSPECTUS
Dated August 1, 2025
(Please read Section 26 of the Companies Act, 2013)
100% Book Built Offer
ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information
with regard to our Company and the Offer, which is material in the context of the Offer, that the information contained in this Prospectus is
true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are
honestly held and that there are no other facts, the omission of which makes this Prospectus as a whole or any of such information or the
expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly
accepts responsibility for and confirms the statements made or confirmed by them in this Prospectus to the extent of information specifically
pertaining to themselves and their respective Offered Shares and assume responsibility that such statements are true and correct in all material
respects and are not misleading in any material respect.
LISTING
The Equity Shares that have offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges
being BSE Limited (“BSE”) and National Stock Exchange of India Limited (“NSE” together with BSE, the “Stock Exchanges”). For the
purposes of the Offer, NSE is the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS
Logos of Book Running Name of Book Running Lead Manager Contact Person Email and Telephone
Lead Managers
Equirus Capital Private Limited Mrunal Jadhav Email: mb@equirus.com
Tel: +91 22 4332 0734
DAM Capital Advisors Limited Puneet Agnihotri Email:
mbel.ipo@damcapital.in
Tel: +91 22 4202 2500
REGISTRAR TO THE OFFER
Logo of the Registrar Name of Registrar Contact Person Email and Telephone
MUFG Intime India Private Limited (Formerly Ms. Shanti Gopalkrishnan Email:
Link Intime India Private Limited) mbengg.ipo@in.mpms.mufg.c
om
Tel: +91 81081 14949
BID/ OFFER PROGRAMME
ANCHOR Tuesday, July 29, BID/OFFER Wednesday, July 30, 2025 BID/OFFER Friday, August 1, 2025
INVESTOR BID/ 2025 OPENED ON CLOSED ON
OFFER PERIOD*
* Anchor Investor Bidding Date was one Working Day prior to the Bid/ Offer Opening Date.(Please scan this QR code to view this Prospectus) PROSPECTUS
Dated August 1, 2025
(Please read Section 26 of the Companies Act, 2013)
100% Book Built Offer
M & B ENGINEERING LIMITED
Our Company was originally incorporated as “Manibhai and Brothers (Construction) Private Limited” a private limited company under the Companies Act, 1956 through certificate of incorporation dated June 16, 1981, issued by the
Registrar of Companies, Gujarat at Ahmedabad (“RoC”). Subsequently, the name of our Company was changed to “M & B Engineering Private Limited” pursuant to a Board resolution dated September 5, 2006 and a resolution passed
in the extra ordinary general meeting of the Shareholders held on November 7, 2006 and consequently a fresh certificate of incorporation dated November 22, 2006 was issued by the Registrar of Companies, Gujarat, Dadra and Nagar
Haveli, to reflect the change in name. Further, our Company was converted from a private limited company to a public limited company, pursuant to a resolution passed by our Shareholders dated March 24, 2011, and the name of our
Company was changed to ‘M&B Engineering Limited’, and a fresh certificate of incorporation dated March 30, 2011, was issued to our Company by the Registrar of Companies, Dadra and Nagar Haveli at Gujarat. For further details,
see “History and Certain Corporate Matters – Brief History of our Company” on page 256.
Registered and Corporate Office: MB House, 51, Chandrodaya Society, Opp. Golden Triangle Stadium Road, Post Navjivan, Ahmedabad – 380 014, Gujarat, India;
Contact Person: Palak Dilipbhai Parekh, Company Secretary and Compliance Officer; Tel: +91 79- 26463784
E-mail: compliance@mbel.in ; Website: www.mbel.in ; Corporate Identity Number: U45200GJ1981PLC004437
OUR PROMOTERS: GIRISHBHAI MANIBHAI PATEL, CHIRAG HASMUKHBHAI PATEL, MALAV GIRISHBHAI PATEL, BIRVA CHIRAG PATEL, VIPINBHAI KANTILAL PATEL, ADITYA VIPINBHAI PATEL, CHIRAG
H PATEL FAMILY TRUST, VIPIN K PATEL FAMILY TRUST, MGM5 FAMILY TRUST, MGM11 FAMILY TRUST, ADITYA V PATEL FAMILY TRUST
INITIAL PUBLIC OFFERING OF 16,888,474# EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF M & B ENGINEERING LIMITED (“OUR COMPANY” OR THE “ISSUER”) FOR CASH AT A PRICE OF
₹ 385.00 PER EQUITY SHARE (“OFFER PRICE”) AGGREGATING TO ₹ 6,500.00 MILLION (THE “OFFER”). THE OFFER COMPRISES OF A FRESH ISSUE OF 7,148,215 EQUITY SHARES BY OUR COMPANY AGGREGATING
TO ₹2,750.00 MILLION (THE “FRESH ISSUE”) AND AN OFFER FOR SALE OF 9,740,259 EQUITY SHARES (THE “OFFERED SHARES”) INCLUDING 3,983,119 EQUITY SHARES AGGREGATING TO ₹ 1,533.50 MILLION BY
GIRISHBHAI MANIBHAI PATEL, 3,383,116 EQUITY SHARES AGGREGATING TO ₹ 1,302.50 MILLION BY CHIRAG HASMUKHBHAI PATEL, 487,012 EQUITY SHARES AGGREGATING TO ₹ 187.50 MILLION BY VIPINBHAI
KANTILAL PATEL, 1,000,000 EQUITY SHARES AGGREGATING TO ₹ 385.00 MILLION BY BIRVA CHIRAG PATEL, AND 487,012 EQUITY SHARES AGGREGATING TO ₹ 187.50 MILLION BY ADITYA VIPINBHAI PATEL
(COLLECTIVELY THE “PROMOTER SELLING SHAREHOLDERS”), 400,000 EQUITY SHARES AGGREGATING TO ₹ 154.00 MILLION BY UMABEN GIRISHBHAI PATEL (THE “PROMOTER GROUP SELLING
SHAREHOLDER” AND TOGETHER WITH THE PROMOTER SELLING SHAREHOLDERS THE “SELLING SHAREHOLDERS”) AGGREGATING TO ₹ 3,750.00 MILLION (THE “OFFER FOR SALE”).
THE OFFER INCLUDES A RESERVATION OF 57,306 EQUITY SHARES, AGGREGATING TO ₹ 20.00 MILLION (CONSTITUTING UP TO 0.10 % OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL), FOR
SUBSCRIPTION BY ELIGIBLE EMPLOYEES (“EMPLOYEE RESERVATION PORTION”). THE OFFER LESS THE EMPLOYEE RESERVATION PORTION IS HEREINAFTER REFERRED TO AS THE “NET OFFER”. THE
OFFER AND THE NET OFFER SHALL CONSTITUTE 29.55% AND 29.45%, RESPECTIVELY, OF THE POST-OFFER PAID-UP EQUITY SHARE CAPITAL OF OUR COMPANY. OUR COMPANY IN CONSULTATION WITH
THE BRLMS, OFFERED A DISCOUNT OF ₹ 36.00 PER EQUITY SHARE TO THE OFFER PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”).
THE FACE VALUE OF THE EQUITY SHARES IS ₹10 EACH AND THE OFFER PRICE IS 38.50 TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT SIZE AND EMPLOYEE
DISCOUNT (IF ANY) HAS BEEN DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLMS, AND HAS BEEN ADVERTISED IN ALL EDITIONS OF THE FINANCIAL EXPRESS, AN ENGLISH LANGUAGE
NATIONAL DAILY NEWSPAPER WITH WIDE CIRCULATION, ALL EDITIONS OF JANSATTA, A HINDI LANGUAGE NATIONAL DAILY NEWSPAPER WITH WIDE CIRCULATION AND AHMEDABAD EDITIONS OF JAI
HIND, A GUJARATI LANGUAGE DAILY NEWSPAPER WITH WIDE CIRCULATION (GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT WHERE OUR REGISTERED OFFICE IS LOCATED), AT LEAST TWO
WORKING DAYS PRIOR TO THE BID/OFFER OPENING DATE AND HAS BEEN MADE AVAILABLE TO 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”).
# Subject to finalization of Basis of Allotment
The Offer was made in terms of Rule 19(2)(b) of the SCRR, read with Regulation 31 of the SEBI ICDR Regulations. The Offer was made in accordance with Regulation 6(2) of the SEBI ICDR Regulations, through the Book Building Process wherein
not less than 75% of the Net Offer was available for allocation on a proportionate basis to Qualified Institutional Buyers (“QIBs”) (such portion referred to as “QIB Portion”), provided that our Company in consultation with the BRLMs, allocated up to
60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (the “Anchor Investor Portion”), out of which one-third was reserved for domestic Mutual Funds only, subject to valid Bids having
been received from domestic Mutual Funds at or above the price at which allocation was made to Anchor Investors (“Anchor Investor Allocation Price”), in accordance with the SEBI ICDR Regulations. Further, 5% of the Net QIB Portion was made
available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB Portion was made available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual Funds, subject
to valid Bids having been received at or above the Offer Price. Further, not more than 15% of the Net Offer was made available for allocation on a proportionate basis to Non-Institutional Investors out of which (a) one-third of such portion was reserved
for applicants with application size of more than ₹200,000 and up to ₹1,000,000 ; and (b) two third of such portion was reserved for applicants with application size of more than ₹1,000,000, provided that the unsubscribed portion in either of such sub-
categories was allowed to be allocated to applicants in the other sub-category of Non-Institutional Investors and not more than 10% of the Net Offer was made available for allocation to Retail Individual Investors in accordance with the SEBI ICDR
Regulations, subject to valid Bids having been received at or above the Offer Price. Further, Equity Shares will be allotted on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids having
been received from them at or above the Offer Price (net of Employee Discount). All potential Bidders (except Anchor Investors) were required to mandatorily use the Application Supported by Blocked Amount (“ASBA”) process providing details of
their respective ASBA accounts, and UPI ID in case of UPI Bidders, if applicable, in which the corresponding Bid Amounts were blocked by the SCSBs or by the Sponsor Bank(s) under the UPI Mechanism, as applicable, to the extent of the respective
Bid Amounts. Anchor Investors are not permitted to participate in the Offer through the ASBA process. For further details, see ‘Offer Procedure’ on page 430.
RISKS IN RELATION TO FIRST OFFER
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹ 10. The Offer Price, Floor Price and the Price Band, as determined and justified by our
Company, in consultation with the BRLMs, on the basis of the assessment of market demand for the Equity Shares by way of the Book Building Process, in accordance with the SEBI ICDR Regulations and as stated in ‘Basis for Offer Price’ on page 131
should not be taken to be indicative of the market price of the Equity Shares after such Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding the price at which the Equity Shares
will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and investors should not invest any funds in this Offer 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 this Offer. For taking an investment decision, investors must rely on their own examination of our Company and the Offer, including the risks involved. The Equity Shares have not been recommended or approved
by the SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” on page 28.
ISSUER’S AND SELLING SHAREHOLDER’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Prospectus contains all information with regard to our Company and the Offer, which is material in the context of the Offer, that the information
contained in this Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held and that there are no other facts, the omission of which makes this
Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect. Each of the Selling Shareholders, severally and not jointly, accepts responsibility for and confirms the statements
made or confirmed by them in this Prospectus to the extent of information specifically pertaining to themselves and their respective Offered Shares and assume responsibility that such statements are true and correct in all material respects and are not
misleading in any material respect.
LISTING
The Equity Shares offered through the Red Herring Prospectus and this Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received in-principle approvals from BSE and NSE for listing of the Equity Shares pursuant to their
letters, each dated May 14, 2025, respectively. For the purposes of the Offer, NSE shall be the Designated Stock Exchange. A signed copy of the Red Herring Prospectus has been filed with the RoC and a copy of this Prospectus shall be filed with the
RoC in accordance with Section 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents which were available for inspection from the date of the Red Herring Prospectus up to the Bid/Offer Closing Date, see
“Material Contracts and Documents for Inspection” on page 473.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE OFFER
Equirus Capital Private Limited DAM Capital Advisors Limited MUFG Intime India Private Limited (Formerly Link Intime India Private
12th Floor, C Wing Altimus 2202, Level 22, Limited)
Marathon Futurex Pandurang Budhkar Marg, C-101, 247 Park, 1st Floor, L B S Marg, Vikhroli (West), Mumbai 400083,
N.M. Joshi Marg, Lower Parel Worli, Mumbai - 400018 Maharashtra, IndiaTel: +91 8108114949
Mumbai – 400013 Maharashtra, India E-mail: mbengg.ipo@in.mpms.mufg.com
Maharashtra, India Tel.: +91 22 4202 2500 Website: www.in.mpms.mufg.com
Tel.: +91 22 4332 0734 E-mail: mbel.ipo@damcapital.in Investor grievance e-mail: mbengg.ipo@in.mpms.mufg.com
E-mail: mb@equirus.com Website: www.damcapital.in Contact person: Ms. Shanti Gopalkrishnan
Website: www.equirus.com Investor grievance e-mail: complaint@damcapital.in SEBI Registration No.: INR000004058
Investor grievance e-mail: investorsgrievance@equirus.com Contact person: Puneet Agnihotri
Contact person: Mrunal Jadhav SEBI Registration Number: MB/INM000011336
SEBI Registration Number: INM000011286
BID/OFFER PROGRAMME
ANCHOR INVESTOR BID/ OFFER Tuesday, July 29, 2025 BID/ OFFER OPENED ON Wednesday, July 30, 2025 BID/ OFFER Friday, August 1, 2025
PERIOD* CLOSED ON
* Anchor Investor Bidding Date was one Working Day prior to the Bid/ Offer Opening Date.TABLE OF CONTENTS
SECTION I – GENERAL ......................................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ........................................................................................................................... 1
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA .................... 14
FORWARD-LOOKING STATEMENTS .......................................................................................................................... 17
OFFER DOCUMENT SUMMARY ................................................................................................................................... 18
SECTION II – RISK FACTORS............................................................................................................................................ 27
SECTION III – INTRODUCTION ........................................................................................................................................ 77
SUMMARY FINANCIAL INFORMATION .................................................................................................................... 77
THE OFFER ....................................................................................................................................................................... 81
GENERAL INFORMATION ............................................................................................................................................. 83
CAPITAL STRUCTURE ................................................................................................................................................... 93
OBJECTS OF THE OFFER ............................................................................................................................................. 114
BASIS FOR OFFER PRICE ............................................................................................................................................ 131
STATEMENT OF SPECIAL TAX BENEFITS ............................................................................................................... 140
SECTION IV - ABOUT OUR COMPANY ......................................................................................................................... 145
INDUSTRY OVERVIEW ................................................................................................................................................ 145
OUR BUSINESS .............................................................................................................................................................. 204
KEY REGULATIONS AND POLICIES ......................................................................................................................... 249
HISTORY AND CERTAIN CORPORATE MATTERS ................................................................................................. 256
OUR SUBSIDIARIES ...................................................................................................................................................... 264
OUR MANAGEMENT .................................................................................................................................................... 267
OUR PROMOTERS AND PROMOTER GROUP .......................................................................................................... 286
OUR GROUP COMPANIES ........................................................................................................................................... 296
RELATED PARTY TRANSACTIONS ........................................................................................................................... 298
DIVIDEND POLICY ....................................................................................................................................................... 299
SECTION V – FINANCIAL INFORMATION .................................................................................................................. 300
RESTATED CONSOLIDATED FINANCIAL STATEMENTS ..................................................................................... 300
OTHER FINANCIAL INFORMATION .......................................................................................................................... 361
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS ................................................................................................................................................................. 363
CAPITALISATION STATEMENT ................................................................................................................................. 391
FINANCIAL INDEBTEDNESS ...................................................................................................................................... 392
SECTION VI – LEGAL AND OTHER INFORMATION................................................................................................. 395
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ...................................................................... 395
GOVERNMENT AND OTHER APPROVALS .............................................................................................................. 400
OTHER REGULATORY AND STATUTORY DISCLOSURES ................................................................................... 408
SECTION VII – OFFER RELATED INFORMATION .................................................................................................... 420
TERMS OF THE OFFER ................................................................................................................................................. 420
OFFER STRUCTURE ..................................................................................................................................................... 426
OFFER PROCEDURE ..................................................................................................................................................... 430
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................ 449
SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION
INTERPRETATION ............................................................................................................................................................. 450
SECTION IX – OTHER INFORMATION ......................................................................................................................... 473
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ......................................................................... 473
DECLARATION ................................................................................................................................................................... 476[This page is intentionally left blank]SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless otherwise specified or the context otherwise indicates,
requires or implies, shall have the meanings as provided below. References to any legislation, act, regulation, rule, guideline,
policy, circular, notification or clarification shall be deemed to include all amendments, supplements, re-enactments and
modifications thereto, from time to time, and any reference to a statutory provision shall include any subordinate legislation
made from time to time thereunder.
The words and expressions used but not defined in this Prospectus will have the same meaning as assigned to such terms under
the Companies Act, the SEBI Act, the SEBI ICDR Regulations, SEBI Listing Regulations, the SCRA, the Depositories Act and
the rules and regulations made thereunder, as applicable.
Notwithstanding the foregoing, the terms used in “Objects of the Offer”, “Basis for Offer Price”, “Statement of Special Tax
Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”, “Financial
Information”, “Financial Indebtedness”, “Outstanding Litigation and Material Developments”, “Other Regulatory and
Statutory Disclosures”, and “Description of Equity Shares and Terms of Articles of Association” on pages 114, 131, 140, 145,
249, 256, 300, 392, 395, 408 and 450 respectively, shall have the respective meanings ascribed to them in the relevant sections.
General Terms
Term(s) Description
“Our Company” or “the Company” or M & B Engineering Limited, a public limited company incorporated under the Companies Act,
“the Issuer” 1956, whose registered and corporate office is situated at MB House, 51, Chandrodaya Society,
Opp. Golden Triangle, Stadium Road, Post Navjivan, Ahmedabad – 380 014, Gujarat, India
“We” or “us” or “our” Unless the context otherwise indicates, requires or implies, refers to our Company, together with
our Subsidiaries, on a consolidated basis
Company related terms
Term(s) Description
“Articles of Association” or “Articles” The articles of association of our Company, as amended from time to time
or “AoA”
Audit Committee The audit committee of our Board re-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 277
“Auditors” or “Statutory Auditors” The statutory auditors of our Company, namely, M/s Talati & Talati LLP
“Board” or “Board of Directors” The board of directors of our Company, as constituted from time to time or any duly constituted
committee thereof, and as described in “Our Management – Board of Directors” on page 267
“Chief Financial Officer” or “CFO” The chief financial officer of our Company, being Keyur Bachubhai Shah. For further details, see
“Our Management – Key Managerial Personnel and Senior Management Personnel” on page
283
Company Secretary and Compliance The company secretary and compliance officer of our Company, being Palak Dilipbhai Parekh.
Officer For further details, see “Our Management – Key Managerial Personnel and Senior Management
Personnel” on page 283
Corporate Social Responsibility The corporate social responsibility committee of our Board re-constituted in accordance with the
Committee Companies Act, 2013 as described in “Our Management – Committees of our Board of Directors
– Corporate Social Responsibility Committee” on page 280
Crisil Intelligence Crisil Intelligence, a division of CRISIL Limited
CRISIL Report Industry report prepared by Crisil Intelligence titled “Assessment of Pre-engineered buildings,
structural steel and self-supported roofing industries” dated July, 2025
Director(s) The director(s) on the Board of Directors
ESOP Scheme 2024 M & B Engineering Limited Employee Stock Option Plan 2024
Equity Shares The equity shares of our Company of face value of ₹10 each
“Executive Director(s)” or “Whole-time The executive or whole-time director(s) on the Board of Directors. For further details of the
Director(s)” Executive Directors, see “Our Management – Board of Directors” on page 267
Group Companies Our group companies as disclosed in section “Our Group Companies” on page 296
Independent Director(s) An independent Director appointed as per the Companies Act, 2013 and the SEBI Listing
Regulations. For further details of our Independent Directors, see “Our Management – Board of
Directors” on page 267
Joint Managing Director(s) The joint managing director(s) of our Company, being Chirag Hasmukhbhai Patel and Malav
Girishbhai Patel. For further details, see “Our Management – Board of Directors” on page 267
“Key Managerial Personnel” or “KMP” Key managerial personnel of our Company in terms of Regulation 2(1)(bb) of the SEBI ICDR
Regulations and Section 2(51) of the Companies Act, 2013, as disclosed in “Our Management –
Key Managerial Personnel and Senior Management Personnel” on page 283
1Term(s) Description
Materiality Policy The policy adopted by our Board of Directors pursuant to its resolution dated July 14, 2025 for
identification of group companies, material outstanding litigation and outstanding dues to material
creditors, in accordance with the disclosure requirements under the SEBI ICDR Regulations and
for the purposes of disclosure in this Prospectus
Material Subsidiary The material subsidiary of our Company, being Phenix Building Solutions Private Limited
“Memorandum of Association” or The memorandum of association of our Company, as amended from time to time
“Memorandum” or “MoA”
Nomination and Remuneration The nomination and remuneration 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 of Directors – Nomination and Remuneration Committee” on page 279
Non-Executive Director(s) A non-executive Director appointed as per the Companies Act, 2013 and the SEBI Listing
Regulations. For further details of our Non-Executive Director(s), see “Our Management – Board
of Directors” on page 267
Preference Shares The preference shares of our Company of face value of ₹10 each
Promoters The Promoters of our Company, being Girishbhai Manibhai Patel, Chirag Hasmukhbhai Patel,
Malav Girishbhai Patel, Birva Chirag Patel, Vipinbhai Kantilal Patel, Aditya Vipinbhai Patel,
Chirag H Patel Family Trust, Vipin K Patel Family Trust, MGM5 Family Trust, MGM11 Family
Trust and Aditya V Patel Family Trust
Promoter Selling Shareholders Girishbhai Manibhai Patel, Chirag Hasmukhbhai Patel, Vipinbhai Kantilal Patel, Birva Chirag
Patel Aditya Vipinbhai Patel
Promoter Group The persons and entities constituting the promoter group of our Company in terms of Regulation
2(1)(pp) of the SEBI ICDR Regulations and as disclosed in “Our Promoters and Promoter Group”
on page 286
Promoter Group Selling Shareholder Umaben Girishbhai Patel
“Registered and Corporate Office” or The registered and corporate office of our Company, situated at MB House, 51, Chandrodaya
“Registered Office” Society, Opp. Golden Triangle, Stadium Road, Post Navjivan, Ahmedabad – 380 014, Gujarat,
India
“Registrar of Companies” or “RoC” Registrar of Companies, Gujarat at Ahmedabad
Restated Consolidated Financial Unless stated otherwise or the context otherwise requires, the financial data and financial ratios in
Statements this Prospectus are derived from the Restated Consolidated Financial Statements. The Restated
Consolidated Financial Statements of our Company, together with its Subsidiaries, comprising the
restated consolidated financial statement of assets and liabilities as at March 31, 2025, March 31,
2024 and March 31, 2023 and restated consolidated financial statement of profit and loss
(including other comprehensive income), and restated consolidated financial statement of cash
flows and restated consolidated statement of changes in equity for the financial years ended March
31, 2025, March 31, 2024 and March 31, 2023, the consolidated financial statement of significant
accounting policies, and other explanatory information of our Company, derived from audited
consolidated financial statements for financial year ended March 31, 2025, audited consolidated
financial statements for the financial year ended March 31, 2024 and audited special purpose
consolidated financial statements for the financial year ended March 31, 2023, prepared in
accordance with Ind AS and restated by our Company in accordance with the requirements of
Section 26 of Part I of Chapter III of the Companies Act, 2013, relevant provisions of the SEBI
ICDR Regulations, and the Guidance Note on Reports on Company Prospectuses (Revised 2019)
issued by the ICAI.
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 the Board – Risk Management
Committee” on page 281
Selling Shareholders Collectively, the Promoter Selling Shareholders and Promoter Group Selling Shareholder
“Shareholder(s)” The holders of the Equity Shares of our Company from time to time
“Senior Management Personnel” or Senior management personnel of our Company in terms of Regulation 2(1)(bbbb) of the SEBI
“SMP” ICDR Regulations as described in “Our Management – Key Managerial Personnel and Senior
Management Personnel” on page 283
Stakeholders’ Relationship Committee The stakeholders’ relationship committee of our Board constituted in accordance with the
Companies Act, 2013 and the SEBI Listing Regulations, as described in “Our Management –
Committees of our Board of Directors – Stakeholders’ Relationship Committee” on page 279
Subsidiaries The subsidiaries of our Company, being Phenix Building Solutions Private Limited and Phenix
Construction Technologies Inc., the details of which are set out in “Our Subsidiaries” on page 264
Offer related terms
Term Description
Abridged Prospectus The memorandum containing such salient features of a prospectus as may be specified by the SEBI
in this regard
Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder as proof of
registration of the Bid cum Application Form
“Allot” or “Allotment” or “Allotted” Allotment of the Equity Shares pursuant to the Fresh Issue and transfer of the Offered Shares
pursuant to the Offer for Sale, in each case to the successful Bidders
2Term Description
Allotment Advice The note or advice or intimation of Allotment, sent to all the Bidders who have bid for Equity
Shares in the Offer after the Basis of Allotment has been approved by the Designated Stock
Exchange
Allottee A successful Bidder to whom Equity Shares are Allotted
Anchor Investor A Qualified Institutional Buyer, who applied under the Anchor Investor Portion in accordance
with the SEBI ICDR Regulations and the Red Herring Prospectus who had Bid for an amount of
at least ₹100 million
Anchor Investor Allocation Price The price at which allocation was done to the Anchor Investors in terms of the Red Herring
Prospectus and this Prospectus. The Anchor Investor Allocation Price was determined by our
Company, in consultation with the BRLMs i.e. ₹ 385.00 per Equity Share
Anchor Investor Application Form The application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion in
accordance with the requirements specified under the SEBI ICDR Regulations and which was
considered as an application as an application for Allotment in terms of the Red Herring Prospectus
Anchor Investor Bid/ Offer Period One Working Day prior to the Bid/ Offer Opening Date, on which Bids by Anchor Investors were
submitted, prior to and after which the Book Running Lead Managers did not accept any Bids
from Anchor Investors and allocation to the Anchor Investors was completed
Anchor Investor Offer Price The final price at which the Equity Shares were Allotted to Anchor Investors in terms of the Red
Herring Prospectus i.e. ₹ 385.00 per Equity Share
The Anchor Investor Offer Price was decided by our Company, in consultation with the BRLMs
Anchor Investor Pay-in Date With respect to Anchor Investor(s), it was the Anchor Investor Bidding Date i.e. July 29, 2025
Anchor Investor Portion 60% of the QIB Portion constituting 7,574,026# Equity Shares which have been allocated by our
Company, in consultation with the BRLMs, to Anchor Investors, on a discretionary basis in
accordance with the SEBI ICDR Regulations.
One-third of the Anchor Investor Portion was reserved for domestic Mutual Funds, subject to valid
Bids having been received from domestic Mutual Funds at or above the Anchor Investor
Allocation Price, in accordance with the SEBI ICDR Regulations
“Application Supported by Blocked An application, whether physical or electronic, used by ASBA Bidders to make a Bid and to
Amount” or “ASBA” authorise an SCSB to block the Bid Amount in the relevant ASBA Account and which included
applications made by UPI Bidders using the UPI Mechanism where the Bid Amount was blocked
upon acceptance of the UPI Mandate Request by UPI Bidders using the UPI Mechanism
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 included the account of a UPI Bidder, which was blocked upon acceptance of a UPI Mandate
Request made by the UPI Bidder using the UPI Mechanism
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders Bidder(s), except Anchor Investors
ASBA Form An application form, whether physical or electronic, used by ASBA Bidders to submit Bids which
was considered as the application for Allotment in terms of the Red Herring Prospectus and this
Prospectus
Bankers to the Offer The Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s) and the
Sponsor Bank(s), as the case may be
Basis of Allotment The basis on which the Equity Shares will be Allotted to successful Bidders under the Offer,
described in “Offer Procedure” on page 430
Bid An indication to make an offer during the Bid/Offer Period by ASBA Bidders pursuant to
submission of the ASBA Form, or during the Anchor Investor Bid/ Offer Period by the Anchor
Investors 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 the Red Herring
Prospectus and this Prospectus and the relevant Bid cum Application Form. The term “Bidding”
shall be construed accordingly
Bid Amount In relation to each Bid, the highest value of the Bids indicated in the Bid cum Application Form
(less Employee Discount) 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 and in the case of Retail Individual
Bidders, Bidding at the Cut- off Price, the Cap Price multiplied by the number of Equity Shares
Bid for by such Retail Individual Bidder, 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 such Bid
Eligible Employees who applied in the Employee Reservation Portion could apply at the Cut Off
Price and the Bid Amount was the Cap Price, net of Employee Discount multiplied by the number
of Equity Shares Bid for such Eligible Employee and mentioned in the Bid cum Application Form
The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee did
not exceed ₹0.50 million (net of Employee Discount). However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion did not exceed ₹0.20 million (net of Employee
3Term Description
Discount). Only in the event of under-subscription in the Employee Reservation Portion, the
unsubscribed portion could have been available for allocation and Allotment, proportionately to
all Eligible Employees who have Bid in excess of ₹ 0.20 million, subject to the maximum value
of Allotment made to such Eligible Employee not exceeding ₹ 0.50 million (net of Employee
Discount)
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the case may be
Bid Lot 38 Equity Shares and in multiples of 38 Equity Shares thereafter
Bid/Offer Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the
Designated Intermediaries did not accept any Bids, which was notified in all editions of Financial
Express, an English national daily newspaper, all editions of Jansatta, a Hindi national daily
newspaper, and Ahmedabad editions of Jai Hind, a Gujarati daily newspaper (Gujarati being the
regional language of Gujarat, where our Registered Office is located), each with wide circulation
i.e. August 1, 2025.
Bid/Offer Opening Date Except in relation to any Bids received from Anchor Investors, the date on which the Designated
Intermediaries started accepting Bids, which was notified in all editions of Financial Express, an
English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and
Ahmedabad editions of Jai Hind, a Gujarati daily newspaper (Gujarati being the regional language
of Gujarat, where our Registered Office is located), each with wide circulation i.e. July 30, 2025.
Bid/Offer Period Except in relation to any bids received from the Anchor Investors, the period between the
Bid/Offer Opening Date and the Bid/Offer Closing Date, inclusive of both days.
Bidder Any investor who made a Bid pursuant to the terms of the Red Herring Prospectus and this
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 accepted the ASBA Forms, i.e., the Designated
Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered
Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs
Book Building Process The book building process as described in Schedule XIII of the SEBI ICDR Regulations, in terms
of which the Offer was made
“Book Running Lead Managers” or The book running lead managers to the Offer, being Equirus Capital Private Limited and DAM
“BRLMs” Capital Advisors Limited
Broker Centres The broker centres notified by the Stock Exchanges where ASBA Bidders submitted the ASBA
Forms to a Registered Broker (in case of UPI Bidders, using the UPI Mechanism). The details of
such Broker Centres, along with the names and contact details of the Registered Brokers are
available on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com), updated from time to time
“CAN” or “Confirmation of Allocation Notice or intimation of allocation of the Equity Shares to be sent to Anchor Investors, who have
Note” been allocated the Equity Shares, after the Anchor Investor Bid/ Offer Period
Cap Price The higher end of the Price Band, i.e. ₹ 385.00 per Equity Share
Cash Escrow and Sponsor Bank(s) The agreement dated July 22, 2025 entered into amongst our Company, the Selling Shareholders,
Agreement the Registrar to the Offer, the BRLMs, and the Bankers to the Offer for collection of the Bid
Amounts from Anchor Investors, transfer of funds to the Public Offer Account(s) and where
applicable, remitting 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 a
dematerialised account
“Collecting Depository Participant” or A depository participant, as defined under the Depositories Act, 1996 and registered with SEBI
“CDPs” and who is eligible to procure Bids at the Designated CDP Locations in terms of the SEBI RTA
Master Circular, issued by SEBI as per the list available on the websites of the Stock Exchanges,
as updated from time to time
Cut-off Price The Offer Price, finalised by our Company, in consultation with the BRLMs being ₹ 385.00 per
Equity Share.
Only Retail Individual Bidders bidding in the Retail Portion and Eligible Employees Bidding in
the Employee Reservation Portion were entitled to Bid at the Cut-off Price (net of Employee
Discount Eligible Employees). QIBs (including Anchor Investor) and Non-Institutional Bidders
were not entitled to Bid at the Cut-off Price.
Demographic Details The demographic details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation, bank account details and UPI ID, as applicable
Designated Branches Such branches of the SCSBs which could collect the ASBA Forms used by the ASBA Bidders and
a list of which is available on the website of the SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes and updated from time to
time, or any such other website as may be prescribed by the SEBI
Designated CDP Locations Such centres of the CDPs where ASBA Bidders submitted the ASBA Forms
The details of such Designated CDP Locations, along with the names and contact details of the
CDPs eligible to accept ASBA Forms are available on the respective websites of the Stock
Exchanges (www.bseindia.com and www.nseindia.com) and updated from time to time
4Term Description
Designated Date The date on which funds were transferred by the Escrow Collection Bank(s) from the Escrow
Account(s) to the Public Offer Account(s) or the Refund Account(s), as the case was, and/or the
instructions were issued to the SCSBs (in case of UPI Bidders using the UPI Mechanism,
instructions issued through the Sponsor Bank(s)) for the transfer of amounts blocked by the SCSBs
in the ASBA Accounts to the Public Offer Account(s), in terms of the Red Herring Prospectus and
this Prospectus, following which Equity Shares will be Allotted in the Offer
Designated Intermediaries Collectively, the Syndicate, Sub-Syndicate Members/agents, SCSBs (other than in relation to RIBs
using the UPI Mechanism), Registered Brokers, CDPs and RTAs, who were authorised to collect
Bid cum Application Forms from the Bidders in the Offer
In relation to ASBA Forms submitted by RIBs Bidding in the Retail Portion, and HNIs bidding
with an application size of up to ₹0.50 million (not using the UPI Mechanism) and Eligible
Employees in the Employee Reservation Portion by authorising an SCSB to block the Bid Amount
in the ASBA Account, Designated Intermediaries meant SCSBs.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount was blocked upon
acceptance of UPI Mandate Request by such UPI Bidders using the UPI Mechanism, Designated
Intermediaries meant Syndicate, Sub-Syndicate Members, Registered Brokers, SCSBs, CDPs and
RTAs
In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and NIIs (not using
the UPI Mechanism), Designated Intermediaries meant SCSBs, Syndicate, Sub- Syndicate
Members, Registered Brokers, SCSBs, CDPs and RTAs
Designated RTA Locations Such locations of the RTAs where Bidders submitted the ASBA Forms to the RTAs. The details
of such Designated RTA Locations, along with names and contact details of the RTAs eligible to
accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com) and updated from time to time
Designated SCSB Branches Such branches of the SCSBs which collected the ASBA Forms, a list of which is available on the
website of SEBI 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
Designated Stock Exchange NSE
“Draft Red Herring Prospectus” or The draft red herring prospectus dated February 17, 2025 filed with SEBI and issued in accordance
“DRHP” with the SEBI ICDR Regulations, which does not contain complete particulars of the price at
which the Equity Shares will be Allotted and the size of the Offer
Eligible Employees Permanent employees, (excluding such employees who are not eligible to invest in the Offer under
applicable laws), of our Company or of the promoter trusts or of our Indian Subsidiaries; or a
Director of our Company, whether whole-time or not, as of the date of the filing of this Prospectus
with the RoC and continues to be a permanent employee until the date of submission of the Bid
cum Application Form, but not including (i) Promoters; (ii) persons belonging to the Promoter
Group; or (iii) 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 not
exceeding ₹ 0.50 million (net of Employee Discount). However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion did not exceed ₹ 0.20 million.
Eligible FPIs FPIs that were eligible to participate in the Offer from such jurisdictions outside India where it is
not unlawful to make an offer/ invitation under the Offer and in relation to whom the Bid cum
Application Form and the Red Herring Prospectus constituted an invitation to purchase the Equity
Shares offered thereby
Eligible NRI(s) NRI(s) from jurisdictions outside India where it is not unlawful to make an offer or invitation
under the Offer and in relation to whom the Red Herring Prospectus and the Bid cum Application
Form constituted an invitation to subscribe to or purchase the Equity Shares
Employee Discount A discount of ₹36.00 per Equity Share was offered by our Company, in consultation with the
BRLMs, to Eligible Employees and which was announced at least two Working Days prior to the
Bid / Offer Opening Date.
Employee Reservation Portion The portion of the Offer being 57,306# Equity Shares aggregating ₹20.00# million which did not
exceed 5% of the post-Offer equity share capital of our Company, available for allocation to
Eligible Employees, on a proportionate basis
Escrow Account(s) Account(s) opened with the Escrow Collection Bank(s) and in whose favour the Anchor Investors
transferred money through direct credit or NACH or NEFT or RTGS in respect of the Bid Amount
when submitting a Bid
Escrow Collection Bank(s) The bank(s), which are clearing member(s) and registered with SEBI as a banker to an issue under
the SEBI BTI Regulations and with whom the Escrow Account(s) was opened, in this case, being
Kotak Mahindra Bank Limited
First Bidder The Bidder whose name appeared first in the Bid cum Application Form or the Revision Form and
in case of joint Bids, whose name appeared as the first holder of the beneficiary account held in
joint names
5Term Description
Floor Price The lower end of the Price Band, being ₹ 366.00 per Equity Share
Fraudulent Borrower Fraudulent Borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR Regulations
Fresh Issue The fresh issue component of the Offer comprising an issuance of 7,148,215# Equity Shares at ₹
385.00 per Equity Share (including a premium of ₹ 375.00 per Equity Share) aggregating up to ₹
2,750.00# million by our Company
“General Information Document” or The General Information Document for investing in public issues prepared and issued in
“GID” accordance with the SEBI circular no. SEBI / HO / CFD / DIL1 / CIR / P / 2020 / 37 dated March
17, 2020 and the UPI Circulars, as amended from time to time
The General Information Document shall be available on the websites of the Stock Exchanges and
the BRLMs
Gross Proceeds The gross proceeds of the Fresh Issue
Monitoring Agency Crisil Ratings Limited
Monitoring Agency Agreement The agreement dated July 22, 2025, entered into between our Company and the Monitoring
Agency
Mutual Fund(s) Mutual fund(s) registered with the SEBI under the Securities and Exchange Board of India (Mutual
Funds) Regulations, 1996
Mutual Fund Portion 5% of the Net QIB Portion or 252,468# Equity Shares which were available for allocation to
Mutual Funds only, on a proportionate basis, subject to valid Bids having been received at or above
the Offer Price
Net Offer The Offer less the Employee Reservation Portion
Net Proceeds Gross Proceeds of the Fresh Issue less our Company’s share of the Offer-related expenses. For
further details regarding the use of the Net Proceeds and the Offer-related expenses, see “Objects
of the Offer” on page 114
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allocated to the Anchor Investors
Non-Institutional Portion The portion of the Offer being not more than 15% of the Net Offer being 2,524,675# Equity Shares,
which was available for allocation to Non-Institutional Bidders on a proportionate basis, subject
to valid Bids being received at or above the Offer Price, out of which (a) one-third was reserved
for Bidders with Bids exceeding ₹0.20 million up to ₹1.00 million; and (b) two-thirds was reserved
for Bidders with Bids exceeding ₹ 1.00 million.
“Non-Institutional Bidders” or “NIBs” All Bidders, including FPIs other than individuals, corporate bodies and family offices, registered
or “Non- Institutional Investors” with SEBI that are not QIBs (including Anchor Investors) or Retail Individual Bidders or Eligible
Employees bidding in the Employee Reservation Portion who have Bid for Equity Shares for an
amount of more than ₹200,000 (but not including NRIs other than Eligible NRIs)
Offer The initial public offering of 16,888,474# Equity Shares of face value of ₹10 each for cash at a
price of ₹385.00 each, aggregating to ₹6,500.00 million, comprising of the Fresh Issue and the
Offer for Sale. The offer comprises the Net Offer and Employee Reservation.
Offer Agreement The agreement dated February 17, 2025 entered into among our Company, the Selling
Shareholders and the BRLMs, pursuant to which certain arrangements have been agreed to in
relation to the Offer, as amended pursuant to the amendment agreement dated July 16, 2025
Offer for Sale The offer for sale of 9,740,259# Equity Shares aggregating to ₹3,750.00# million by the Selling
Shareholders including 3,983,119# Equity Shares aggregating to ₹1,533.50# million by Girishbhai
Manibhai Patel, 3,383,116# Equity Shares aggregating to ₹ 1,302.50# million by Chirag
Hasmukhbhai Patel, 487,012# Equity Shares aggregating to ₹ 187.50# million by Vipinbhai
Kantilal Patel, 1,000,000# Equity Shares aggregating to ₹ 385.00# million by Birva Chirag Patel,
487,012# Equity Shares aggregating to ₹ 187.50# million by Aditya Vipinbhai Patel, (collectively,
Promoter Selling Shareholders) and 400,000# Equity Shares aggregating to ₹ 154.00# million by
Umaben Girishbhai Patel (Promoter Group Selling Shareholder, and together with the Promoter
Selling Shareholders, the Selling Shareholders)
Offer Price ₹ 385.00 per Equity Share, being the final price (within the Price Band) at which Equity Shares
were Allotted to the successful Bidders (except for the Anchor Investors), in terms of the Red
Herring Prospectus and this Prospectus, which was not lower than the face value of the Equity
Shares.
Equity Shares were Allotted to Anchor Investors at the Anchor Investor Offer Price which was
decided by our Company, in consultation with the BRLMs in terms of the Red Herring Prospectus
and this Prospectus. The Offer Price was determined by our Company, in consultation with the
BRLMs, on the Pricing Date in accordance with the Book Building Process and the Red Herring
Prospectus and this Prospectus.
A discount of ₹ 36.00 per Equity Share was offered to Eligible Employees bidding in the Employee
Reservation Portion. This Employee Discount, was decided by our Company, in consultation with
the BRLMs.
Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company and the proceeds of the
Offer for Sale which shall be available to the Selling Shareholders.
For details about use of the Offer Proceeds, see “Objects of the Offer” on page 114
6Term Description
Offered Shares 9,740,259# Equity Shares aggregating to ₹3,750.00# million, having been offered in the Offer for
Sale by the Selling Shareholders
Price Band Price band of a minimum price of ₹366.00 per Equity Share (i.e., the Floor Price) and the
maximum price of ₹385.00 per Equity Share (i.e., the Cap Price). The Cap Price was at least 105%
of the Floor Price and shall be less than or equal to 120% of the Floor Price. The Price Band and
the minimum Bid Lot and Employee Discount for the Offer was decided by our Company, in
consultation with the BRLMs, and was notified in all editions of Financial Express, an English
national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper and
Ahmedabad editions of Jai Hind, a Gujarati daily newspaper (Gujarati being the regional language
of Gujarat, where our Registered Office is located), each with wide circulation, at least two
Working Days prior to the Bid/Offer Opening Date and was made available to the Stock
Exchanges for the purpose of uploading on their respective websites
Pricing Date The date on which our Company, in consultation with the BRLMs, finalized the Offer Price i.e.
on August 1, 2025
Promoters’ Contribution Aggregate of 20% of the fully diluted post-Offer Equity Share capital of our Company that is
eligible to form part of the minimum promoter’s contribution, as required under the provisions of
the SEBI ICDR Regulations, held by our Promoters, which shall be locked-in for a period of 18
months from the date of Allotment
Prospectus This prospectus dated August 1, 2025 for the Offer to be filed with the RoC on or after the Pricing
Date in accordance with the provisions of Section 26 of the Companies Act, 2013 and the SEBI
ICDR Regulations, and containing, inter alia, the Offer Price that is determined at the end of the
Book Building Process, the size of the Offer and certain other information, including any addenda
or corrigenda thereto
Public Offer Account(s) ‘No-lien’ and ‘non-interest-bearing’ bank account(s) opened in accordance with Section 40(3) of
the Companies Act, 2013, with the Public Offer Account Bank(s) to receive money from the
Escrow Account(s) and the ASBA Accounts maintained with the SCSBs on the Designated Date
Public Offer Account Bank(s) The bank which is a clearing member and registered with the SEBI as a banker to an issue under
the SEBI BTI Regulations, with which the Public Offer Account(s) was opened, being ICICI Bank
Limited
“Qualified Institutional Buyer(s)” or A qualified institutional buyer as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations
“QIBs”
QIB Bidders QIBs who Bid in the Offer
QIB Portion The portion of this Offer being not less than 75% of the Net Offer being 12,623,377# Equity
Shares, which was available for allocation on a proportionate basis to QIBs (including Anchor
Investors) on a proportionate basis, including the Anchor Investor Portion (in which allocation
shall be on a discretionary basis, as determined by our Company, in consultation with the BRLMs),
subject to valid Bids having been received at or above the Offer Price
“Red Herring Prospectus” or “RHP” The red herring prospectus dated July 24, 2025 for the Offer issued by our Company in accordance
with the Companies Act and the SEBI ICDR Regulations which did not have complete particulars
of the Offer Price and size of the Offer, including any addenda or corrigenda thereto.
Refund Account(s) The account opened with the Refund Bank from which refunds, of the whole or part of the Bid
Amount shall be made to Anchor Investors
Refund Bank(s) The bank which is a clearing member registered with SEBI under the SEBI BTI Regulations, with
whom the Refund Account(s) was opened, in this case being Kotak Mahindra Bank Limited
Registered Brokers Stock brokers registered with SEBI under the Securities and Exchange Board of India (Stock
Brokers) Regulations, 1992, as amended and the Stock Exchanges having nationwide terminals,
other than the Members of the Syndicate and eligible to procure Bids in terms of SEBI ICDR
Master Circular and SEBI circular No. CIR/CFD/14/2012 dated October 4, 2012 (to the extent not
rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations), issued
by SEBI
Registrar Agreement The agreement dated February 13, 2025 entered into among our Company, the Selling
Shareholders and the Registrar to the Offer in relation to the responsibilities and obligations of the
Registrar to the Offer pertaining to the Offer, as amended pursuant to the amendment agreement
dated July 16, 2025
“Registrar and Share Transfer Agents” Registrar and share transfer agents registered with SEBI and eligible to procure Bids from relevant
or “RTAs” Bidders at the Designated RTA Locations as per the list available on the websites of BSE and
NSE, and the UPI Circulars
“Registrar to the Offer” or “Registrar” MUFG Intime India Private Limited (Formerly Link Intime India Private Limited)
“Retail Individual Bidders” or “RIBs” Individual Bidders who had Bid for Equity Shares for an amount of not more than ₹200,000 in
or “RII” or “Retail Individual Investors” any of the bidding options in the Offer (including HUFs applying through the karta and Eligible
NRIs and does not include NRIs other than Eligible NRIs)
Retail Portion The portion of the Offer being not more than 10% of the Net Offer, being not more than 1,683,116#
Equity Shares, made available for allocation to Retail Individual Bidders in accordance with the
SEBI ICDR Regulations, subject to valid Bids being received at or above the Offer Price, which
was not less than the minimum Bid Lot subject to availability in the Retail Portion.
Revision Form The form used by the Bidders to modify the quantity of Equity Shares or the Bid Amount in their
Bid cum Application Forms or any previous Revision Forms. QIB Bidders and Non-Institutional
7Term Description
Bidders were not allowed to withdraw or lower their Bids (in terms of the quantity of Equity Shares
or the Bid Amount) at any stage. Retail Individual Bidders and Eligible Employees Bidding in the
Employee Reservation Portion Bidding in the Retail Portion (subject to the Bid Amount being up
to ₹200,000) could revise their Bids during the Bid/Offer Period and withdraw their Bids until the
Bid/Offer Closing Date
SCORES SEBI Complaints Redressal System
“Self-Certified Syndicate Banks” or The banks registered with SEBI, offering services: (a) in relation to ASBA (other than using the
“SCSBs” UPI Mechanism), a list of which is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35, as
applicable or such other website as may be prescribed by SEBI from time to time; and (b) in
relation to ASBA (using the UPI Mechanism), a list of which is available on the website of SEBI
at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40, or
such other website as may be prescribed by SEBI from time to time.
In relation to Bids (other than Bids by Anchor Investor) submitted to a member of the Syndicate,
the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to
receive deposits of Bid cum Application Forms from the members of the Syndicate is available on
the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and
updated from time to time.
For more information on such branches collecting Bid cum Application Forms from the Syndicate
at Specified Locations, see the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 as
updated from time to time. In accordance with SEBI RTA Master Circular, UPI Bidders Bidding
using the UPI Mechanism could apply through the SCSBs and mobile applications whose names
appears on the website of the SEBI. A list of SCSBs and mobile applications, which, are live for
applying in public issues using UPI Mechanism as provided as ‘Annexure A’ to the SEBI circular
no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and at
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43)
respectively, as updated from time to time
Share Escrow Agent MUFG Intime India Private Limited (Formerly Link Intime India Private Limited)
Share Escrow Agreement The agreement dated July 22, 2025 entered into among the Selling Shareholders, our Company
and the Share Escrow Agent in connection with the transfer of the Offered Shares by the Selling
Shareholders and credit of such Equity Shares to the demat account of the Allottees
Specified Locations Bidding Centres where the Syndicate accepted ASBA Forms from the Bidders, a list of which is
which is available on the website of SEBI (www.sebi.gov.in) and updated from time to time
Sponsor Bank(s) Bank(s) registered with SEBI which were appointed by our Company to act as a 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, in this case being
ICICI Bank Limited and Kotak Mahindra Bank Limited
“Syndicate” or “members of the Collectively, the BRLMs and the Syndicate Members
Syndicate”
Syndicate Agreement The agreement dated July 22, 2025 entered into among the members of the Syndicate, our
Company, the Selling Shareholders and the Registrar to the Offer in relation to the collection of
Bid cum Application Forms by the Syndicate
Syndicate Members Syndicate members as defined under Regulation 2(1)(hhh) of the SEBI ICDR Regulations,
namely, Equirus Securities Private Limited and Sharekhan Limited
Underwriters Equirus Capital Private Limited, DAM Capital Advisors Limited, Equirus Securities Private
Limited and Sharekhan Limited
Underwriting Agreement The agreement dated August 1, 2025 entered into amongst our Company, the Selling Shareholders
and the Underwriters
UPI Unified Payments Interface, which is an instant payment mechanism, developed by NPCI
UPI Bidders Collectively, individual investors who applied as (i) Retail Individual Bidders, in the Retail
Portion, (ii) Eligible Employees, under the Employee Reservation Portion, and (iii) Non-
Institutional Bidders with an application size of up to ₹0.50 million in the Non-Institutional
Portion, and Bidding under the UPI Mechanism through ASBA Form(s) submitted with Syndicate
Members, Registered Brokers, Collecting Depository Participants and Registrar and Share
Transfer Agents. Pursuant to the 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 in relation to the SEBI ICDR Regulations) issued by SEBI, all
individual investors applying in public issues where the application amount is up to ₹0.50 million
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
8Term Description
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, 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. 20220702-30 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 and any subsequent circulars or notifications issued by the SEBI or the Stock Exchanges in
this regard (to the extent not rescinded by the SEBI RTA Master Circular).
UPI ID An 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 linked mobile application
and by way of an SMS on directing the UPI Bidder to such UPI linked mobile application) to the
UPI Bidder initiated by the Sponsor Bank(s) to authorise 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
UPI Mechanism The bidding mechanism used by a UPI Bidder in accordance with the UPI Circulars to make an
ASBA Bid in the Offer
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(s) All days on which commercial banks in Mumbai, India are open for business; provided however,
with reference to (a) announcement of Price Band; and (b) Bid/Offer Period, the term Working
Day shall mean all days, excluding Saturdays, Sundays and public holidays, on which commercial
banks in Mumbai are open for business; and (c) the time period between the Bid/Offer Closing
Date and the listing of the Equity Shares on the Stock Exchanges, “Working Day” shall mean all
trading days of the Stock Exchanges, excluding Sundays and bank holidays, as per circulars issued
by SEBI, including the UPI Circulars
# Subject to finalization of Basis of Allotment
Technical/ Industry and business-related Terms
Term(s) Description
AISC American Institute of Steel Construction
CAD Computer Aided Design
CAGR Compound annual growth rate
CGWB Central ground water board
Cheyyar Facility Operation set up at Cheyyar plant
CNC Computer numerical control
Company IT Department Company Information Technology Department
DFT Dry film thickness
DG sets Diesel Generator set
DTM Direct to metal
FDI Foreign direct investment
FM Global Factory Mutual Global
GA Drawing General arrangement drawings
GDP Gross domestic product
GVA Gross value added
H-Beams Wide flange beam (H- beams are structural steel beams )
HM medium flange Medium flange beam
HN narrow flange Narrow flange beam
HNI High net worth individuals
HR plates Hot rolled plate
HRB Hardness rockwell B scale
HRC Hardness rockwell C scale
HVLS fans High volume low speed fans
HW wide flange Wide flange beam
I-Beams I shape beam
IIP Index of Industrial Production
IMF International Monetary Fund
IT Information technology
IEC Import Export Code
ISMB beams Indian standard medium weight beam
ISMC channel Indian standard medium weight channel
ISO International Organization for Standardization
Manufacturing Facilities/Facility Sanand Facility and Cheyyar Facility
MBS Metal Building Software
M/C Machine
9Term(s) Description
MEK testing Methyl Ethyl Ketone Testing
Membership Certificate Certificate evidencing Membership
MT Metric tonne
MTPA Million tonnes per annum
NABL National Accreditation Board for Testing and Calibration Laboratories
NDT Non-Destructive Testing
OPBDIT Operating profit before depreciation interest and tax
PEB Pre-engineered buildings
Phenix Division Division supplying and erecting Pre Engineered Building and Steel Structurals
PHX Phenix
PHX-Cees Phenix std. C purlin
PHX-Zees Phenix std. Z purine
PRO Proflex
Proflex Division Division supplying and erecting Self supported Steel roofing
RCC Reinforcement Cement Concrete
RDSO Research Design and Standards Organization
RM Preparation Raw material preparation
ROCE Return on capital employed
ROE Return on equity
Sanand Facility Operational facility at Sanand (Sanand factory )
Self-Supported Roofing Self Supported Steel roofing supplied and erected by Phenix division
STAAD Structural analysis and design (software)
T-Beams Tee beam
TEKLA/ TRIMBLE Technology corporation (Tekla is model based construction software )
TUF-dome lite Transformer utilization factor
W section Wide flange beam
WFT Wet film thickness
ZWCAD CAD application software
Non-GAAP Financial Measures and Key Performance Indicators
Metric Explanation for the KPI
Revenue from Operations (₹ million) Revenue from operations helps management track business income and assess the company’s
overall financial performance and scale.
EBITDA (₹ million) EBITDA provides information regarding the operational efficiency of the business.
EBITDA Margin (%) EBITDA Margin is an indicator of the operational profitability and financial performance of the
business.
Restated Profit/ (Loss) for the Year (₹ Restated Profit/ (Loss) for the Year provides information regarding the overall profitability of
million) the business.
PAT Margin (%) PAT Margin is an indicator of the overall profitability and financial performance of the business
Return on Equity (%) Return on Equity measures how efficiently the company generates profits using shareholders’
funds.
Return on Capital Employed (%) Return on Capital Employed measures how efficiently the company generates earnings before
finance costs and taxes from the capital employed in the business.
Net Debt (₹ million) Net Debt reflects represented net debt position as of the Balance Sheet date.
Net Debt to EBITDA (times) Net Debt to EBITDA measures the extent to which the company’s EBITDA can cover its net
debt, helping assess the operational leverage.
Net Debt to Equity (times) Net Debt to Equity measures the extent to which Company can cover the net debt and represents
the net debt position in comparison to the equity position. It helps evaluate the financial
leverage.
Net Fixed Assets Turnover Ratio Net Fixed Assets Turnover Ratio measures the efficiency of Property, plant and equipment,
(times) Capital work-in-progress, Intangible assets, and Right-to-use assets.
Net Working Capital (₹ million) Net working Capital determines the company’s short-term financial health and operational
efficiency.
Net Working Capital Days (No of Net Working Capital Days indicates working capital requirements in days in relation to revenue
days) generated from operations.
Installed Capacity (MTPA or Square Installed capacity indicate the capacity for production of pre-engineered buildings or self-roofing
meters) solutions which generally determines the overall capacity of the manufacturing facility.
Number of manufacturing plants Number of manufacturing plants indicates the number of operational manufacturing plants at the
end of the specific fiscal
Conventional Terms/Abbreviations
Term Description
AGM Annual General Meeting
10Term Description
“Alternative Investment Funds” or Alternative investment funds as defined in, and registered under the SEBI AIF Regulations
“AIFs”
BSE BSE Limited
Category I AIF AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF
Category I FPIs FPIs 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
Category II FPIs FPIs 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
CDSL Central Depository Services (India) Limited
CIN Corporate identity number
Companies Act, 1956 The Companies Act, 1956, read with the rules, regulations, clarifications and modifications
notified thereunder
“Companies Act” or “Companies Act, The Companies Act, 2013, read with the rules, regulations, clarifications and amendments notified
2013” thereunder
CSR Corporate social responsibility
CY Calendar year
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996, as amended
“DP” or “Depository Participant” A depository participant as defined under the Depositories Act
DIN Director Identification Number
DP ID Depository Participant’s identity number
DPIIT Department of Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India
EGM Extraordinary General Meeting
EPS Earnings per share
FDI Foreign direct investment
FDI Policy Consolidated Foreign Direct Investment Policy notified by the DPIIT through notification dated
October 15, 2020 effective from October 15, 2020
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations notified thereunder
“FEMA Non-debt Instruments Rules” The Foreign Exchange Management (Non-debt Instruments) Rules, 2019
or the “FEMA NDI Rules”
“Financial Year” or “Fiscal(s)” or The period of 12 months ending March 31 of that particular calendar year
“Fiscal Year” or “FY”
FPIs Foreign portfolio investors as defined in, and registered with SEBI under the SEBI FPI
Regulations
Fugitive Economic Offender Fugitive Economic Offender as defined under Regulation 2(1)(p) of the SEBI ICDR Regulations
FVCI Foreign Venture Capital Investors (as defined under the SEBI FVCI Regulations) registered with
SEBI
GDP Gross Domestic Product
“Government of India” or “Central The Government of India
Government” or “GoI”
GST Goods and Services Tax
HUF(s) Hindu undivided family(ies)
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
Income Tax Act Income-tax Act, 1961
Ind AS Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with
Companies (Indian Accounting Standards) Rules, 2015, as amended and other relevant provisions
of the Companies Act, 2013, as amended
Ind AS 24 Indian Accounting Standard 24, “Related Party Disclosures”, notified under Section 133 of the
Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as
amended
Ind AS 37 Indian Accounting Standard 37, “Provisions, Contingent Liabilities and Contingent Assets”,
notified under Section 133 of the Companies Act 2013 read with Companies (Indian Accounting
Standards) Rules, 2015, as amended
Ind AS 108 Indian Accounting Standard 108, “Operating Segments”, notified under Section 133 of the
Companies Act 2013 read with Companies (Indian Accounting Standards) Rules, 2015, as
amended
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015, as amended
Indian GAAP Generally Accepted Accounting Principles in India notified under Section 133 of the Companies
Act 2013 and read together with paragraph 7 of the Companies (Accounts) Rules, 2014 and
Companies (Accounting Standards) Amendment Rules, 2016, as amended
“INR” or “Rupee” or “₹” or “Rs.” Indian Rupee, the official currency of the Republic of India
IPO Initial public offering
IRDAI Insurance Regulatory and Development Authority of India
IRDAI Investment Regulations Insurance Regulatory and Development Authority of India (Investment) Regulations, 2016
11Term Description
IST Indian Standard Time
IT Information technology
MCA Ministry of Corporate Affairs, Government of India
MSMEs Micro, small and medium enterprises
N.A./ NA Not Applicable
NACH National Automated Clearing House
NBFC Non-Banking Financial Companies
NCLT National Company Law Tribunal
Net Debt to Total Equity Net debt divided by total equity. Net debt is calculated as total of non-current borrowings and
current borrowings minus total of cash and cash equivalents and bank balances
NEFT National electronic fund transfer
Net worth The aggregate value of the paid-up share capital and all reserves created out of the profits and
securities premium account and debit or credit balance of profit and loss account, after deducting
the aggregate value of the accumulated losses, deferred expenditure and miscellaneous
expenditure not written off, as per the audited balance sheet, but does not include reserves created
out of revaluation of assets, write-back of depreciation and amalgamation.
NPCI National Payments Corporation of India
“NR” or “Non-resident” A person resident outside India, as defined under the FEMA, including Eligible NRIs, FPIs and
FVCIs registered with the SEBI
NRI A person resident outside India, as defined under FEMA
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
“OCB” or “Overseas Corporate Body” A company, partnership, society or other corporate body owned directly or indirectly to the extent
of at least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest
is irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003
and immediately before such date had taken benefits under the general permission granted to
OCBs under FEMA. OCBs are not allowed to invest in the Offer
P/E Ratio Price/earnings ratio
PAN Permanent Account Number allotted under the Income Tax Act
RBI The Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
RTGS Real time gross settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SMS Short message service
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations, 2012
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000
SEBI ICDR Master Circular SEBI master circular bearing reference number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154, dated
November 11, 2024
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended
SEBI Mutual Fund Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996
SEBI RTA Master Circular SEBI master circular bearing SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23, 2025
SEBI SBEB Regulations Securities and Exchange Board of India (Share Based Employees Benefits and Sweat Equity)
Regulations, 2021
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, 2011
SEBI VCF Regulations The erstwhile Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996,
as repealed pursuant to the SEBI AIF Regulations
“Systemically Important NBFCs” or Systemically important non-banking financial company registered with the RBI and as defined
“NBFC-SI” under Regulation 2(1)(iii) of the SEBI ICDR Regulations
Stock Exchanges The BSE and the NSE
TAN Tax deduction and collection account number
UNCTAD United Nations Conference on Trade and Development
U.S. GAAP Generally accepted accounting principles in the United State of America
U.S. Securities Act The United States Securities Act of 1933, as amended
“US$” or “USD” or “US Dollar” United States Dollar, the official currency of the United States of America
“USA” or “U.S.” or “US” United States of America
VCFs Venture capital funds as defined in and registered with SEBI under the SEBI VCF Regulations or
the SEBI AIF Regulations, as the case may be
12Term Description
“Year” or “Calendar Year” Unless the context otherwise requires, shall mean the twelve-month period ending December 31
13CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA
Certain conventions
All references to “India” contained in this Prospectus are to the Republic of India and its territories and possessions and all
references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government” are to
the Government of India, central or state, as applicable.
All references to the “U.S.”, “U.S.A.” or the “United States” are to the United States of America and its territories and
possessions.
Unless otherwise specified, all references to time mentioned in this Prospectus is in Indian Standard Time (“IST”). Unless
indicated otherwise, all references to a year in this Prospectus are to a calendar year.
Unless stated otherwise, all references to page numbers in this Prospectus are to page numbers of this Prospectus.
Financial data
Except, Phenix Construction Technologies Inc. USA, our Company’s and Subsidiaries’ Financial Year commences on April 1
of the immediately preceding calendar year and ends on March 31 of that particular calendar year, so all references to a particular
Financial Year, Fiscal or Fiscal Year, unless stated otherwise, are to the 12 months period commencing on April 1 of the
immediately preceding calendar year and ending on March 31 of that particular calendar year. Phenix Construction
Technologies Inc. USA’s financial year commences from January 1 of that particular calendar year.
Unless stated otherwise or the context otherwise requires, the financial data and financial ratios in this Prospectus are derived
from the Restated Consolidated Financial Statements. The Restated Consolidated Financial Statements of our Company,
together with its Subsidiaries, comprising the restated consolidated financial statement of assets and liabilities as at March 31,
2025, March 31, 2024 and March 31, 2023 and restated consolidated financial statement of profit and loss (including other
comprehensive income), and restated consolidated financial statement of cash flows and restated consolidated statement of
changes in equity for the financial years ended March 31, 2025, March 31, 2024 and March 31, 2023, the consolidated financial
statement of significant accounting policies, and other explanatory information of our Company, derived from audited
consolidated financial statements for financial year ended March 31, 2025, audited consolidated financial statements for the
financial year ended March 31, 2024 and audited special purpose consolidated financial statements for the financial year ended
March 31, 2023, prepared in accordance with Ind AS and restated by our Company in accordance with the requirements of
Section 26 of Part I of Chapter III of the Companies Act, 2013, relevant provisions of the SEBI ICDR Regulations, and the
Guidance Note on Reports on Company Prospectuses (Revised 2019) issued by the ICAI.
Unless otherwise stated or the context otherwise indicates, any percentage amounts, (excluding certain operational metrics), as
set out in “Offer Document Summary”, “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 18, 28, 204 and 363, Restated Consolidated Financial Statements for
the Fiscals ended March 31, 2023, March 31, 2024 and March 31, 2025 included in this Prospectus are derived from audited
consolidated financial statements for financial year ended March 31, 2025, audited consolidated financial statements for the
financial year ended March 31, 2024 and audited special purpose consolidated financial statements for the financial year ended
March 31, 2023, prepared in accordance with Ind AS, the provisions of the Companies Act and other accounting principles
generally accepted in India and restated by our Company in accordance with the requirements of Section 26 of Part I of Chapter
III of the Companies Act, 2013, relevant provisions of the SEBI ICDR Regulations, and the Guidance Note on Reports on
Company Prospectuses (Revised 2019) issued by the ICAI. Ind AS differs from accounting principles with which you may be
familiar, such as Indian GAAP, IFRS and US GAAP.
Ind AS, Indian GAAP, IFRS and U.S. GAAP differ in certain significant respects from other accounting principles and
standards with which investors may be more familiar. Our Company has not attempted to explain those differences or quantify
their impact on the financial data included in this Prospectus, nor do we provide a reconciliation of our financial statements to
those of Indian GAAP, IFRS, U.S. GAAP or any other accounting principles or standards. If we were to prepare our financial
statements in accordance with such other accounting principles, our results of operations, financial condition and cash flows
may be substantially different. For details in connection with risks involving differences between Ind AS, Indian GAAP, IFRS
and U.S. GAAP, see “Risk Factors - Certain differences exist between Ind AS used to prepare our financial information and
other accounting principles, such as US GAAP and IFRS, which may affect investors’ assessments of our Company’s financial
condition.” on page 72. Prospective investors should consult their own professional advisers for an understanding of the
differences between these accounting principles and those with which they may be more familiar. The degree to which the
financial information included in this Prospectus will provide meaningful information is entirely dependent on the reader’s
level of familiarity with Indian accounting policies and practices, Ind AS, the Companies Act and the SEBI ICDR Regulations.
Any reliance by persons not familiar with these accounting principles and regulations on our financial disclosures presented in
this Prospectus should accordingly be limited.
14All figures, including financial information, in decimals (including percentages) have been rounded off to two decimals.
Financial information and other operating information included in this Prospectus is subject to rounding-off. However, where
any figures may have been sourced from third-party industry sources, such figures may be rounded-off to such number of
decimal points as provided in such respective sources. In this Prospectus, (i) the sum or percentage change of certain numbers
may not conform exactly to the total figure given; and (ii) the sum of the numbers in a column or row in certain tables may not
conform exactly to the total figure given for that column or row; any such discrepancies are due to rounding off.
All figures in diagrams and charts, including those relating to financial information, operational metrics and key performance
indicators, have been rounded to the nearest decimal place, whole number, thousand or million, as applicable.
Non-Generally Accepted Accounting Principles Financial Measures
Certain Non-Generally Accepted Accounting Principles (“Non-GAAP”) measures presented in this Prospectus such as EBIT,
EBITDA, EBITDA Margin, PAT Margin, Return on Equity, Return on Capital Employed, Net Debt, Net Debt to EBITDA,
Net Debt to Equity, Net Fixed Assets Turnover Ratio and Net Asset Value (per Equity Share) 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, and other statistical and other information relating to our operations and financial performance,
may not be computed on the basis of any standard methodology that is applicable across the industry and, therefore, a
comparison of similarly titled Non-GAAP measures or statistical or other information relating to operations and financial
performance between companies may not be possible. Other companies may calculate the Non-GAAP measures differently
from us, limiting their usefulness as a comparative measure. Although the Non-GAAP measures are not a measure of
performance calculated in accordance with applicable accounting standards, we compute and disclose them as our Company’s
management believes that they are useful information in relation to our business and financial performance.
Currency and units of presentation
All references to:
“₹” or “Rupees” or “Rs.” or “INR” are to Indian Rupees, the official currency of the Republic of India; and
“US$” or “USD” are to United States Dollars, the official currency of the United States of America.
In this Prospectus, our Company has presented certain numerical information. All figures have been expressed in millions,
except where specifically indicated. One million represents 10 lakh or 1,000,000 and ten million represents 1 crore or
10,000,000. However, where any figures that may have been sourced from third party industry sources are expressed in
denominations other than millions in their respective sources, such figures appear in this Prospectus expressed in such
denominations as provided in such respective sources.
Exchange rates
This Prospectus contains conversions of certain other currency amounts into Indian Rupees that have been presented solely to
comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these currency
amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.
The information with respect to the exchange rate between the Indian Rupee and the U.S. Dollar, as on the dates indicated, is
set out below:
(in ₹)
Currency Exchange Rate as on
March 31, 2025 March 31, 2024 March 31, 2023
1 US$ 85.58 83.37 82.22
Source: www.fbil.org.in
Note: If the reference rate is not available on a particular date due to a public holiday, exchange rates of the previous Working Day has been disclosed.
Exchange rate is rounded off to two decimal places.
Industry and market data
Unless stated otherwise, industry related information and market data contained in this Prospectus, including in “Risk Factors”,
“Industry Overview”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on pages 28, 145, 204 and 363, respectively, have been obtained or derived from the report titled “Assessment of
Pre-engineered buildings, structural steel and self-supported roofing industries” dated July, 2025 that has been prepared by
15Crisil Intelligence (“CRISIL Report”) which has been prepared exclusively for the purpose of understanding the industry in
connection with the Offer and commissioned and paid for by our Company. Crisil Intelligence was appointed by our Company
and does not have direct/ indirect interest or relationship with our Company, Promoters, Directors, KMPs or SMPs of our
Company, Subsidiaries as well as BRLMs as confirmed pursuant to their consent letter dated July 15, 2025, except to the extent
of issuing the CRISIL Report. For risks in relation to the CRISIL Report, see “Risk Factors –Certain sections of this Prospectus
contain information from the CRISIL Report which we commissioned and purchased and any reliance on such information for
making an investment decision in the Offer is subject to inherent risks.” on page 67. The CRISIL Report will be available on
the website of our Company from the date of this Prospectus until the Bid/ Offer Closing Date.
The CRISIL Report is subject to the following disclaimer:
“Crisil Intelligence, a division of Crisil Limited, provides independent research, consulting, risk solutions, and data & analytics
to its clients. Crisil Intelligence operates independently of Crisil’s other divisions and subsidiaries, including, Crisil Ratings
Limited. Crisil Intelligence’s informed insights and opinions on the economy, industry, capital markets and companies drive
impactful outcomes for clients across diverse sectors and geographies. For the preparation of this Report, Crisil Intelligence
has relied on third party data and information obtained from various sources. Any forward-looking statements contained in
this Report are based on certain assumptions which in its opinion are true as on the date of the Report and could fluctuate due
to changes in underlying factors or events in future. The Report does not consist of any investment advice and nothing contained
in the Report should be construed as a recommendation to invest/disinvest in any entity. The Company will be responsible for
ensuring compliance and consequence of non-compliance for use of the Report and part thereof outside India.”
Industry publications generally state that the information contained in those publications has been obtained from sources
believed to be reliable but the accuracy, completeness and relevance of such information shall be subject to the disclaimers,
context and underlying assumptions of such sources. The data used in these sources may have been reclassified or re-ordered
by us for the purposes of presentation. Data from these sources may also not be comparable. Industry sources and publications
may also base their information on estimates and assumptions that may prove to be incorrect. The extent to which the industry
and market data presented in this Prospectus is meaningful depends upon the reader’s familiarity with, and understanding of,
the methodologies used in compiling such information. There are no standard data gathering methodologies in the industry in
which our Company conducts business and methodologies and assumptions may vary widely among different market and
industry sources. Such data involves risks, uncertainties and numerous assumptions and is subject to change based on various
factors, including those disclosed in “Risk Factors – Certain sections of this Prospectus contain information from the CRISIL
Report which we commissioned and purchased and any reliance on such information for making an investment decision in the
Offer is subject to inherent risks.” on page 67.
In accordance with the SEBI ICDR Regulations, “Basis for Offer Price” on page 131 includes information relating to our peer
group companies. Such information relating to our peer group has been derived from publicly available sources or the CRISIL
Report, and neither we, nor the BRLMs or any of their affiliates have independently verified such information. Accordingly,
no investment decision should be made solely on the basis of such information.
16FORWARD-LOOKING STATEMENTS
This Prospectus contains certain statements which are not statements of historical fact and may be described as “forward-
looking statements”. These forward-looking statements generally can be identified by words or phrases such as “aim”,
“anticipate”, “believe”, “goal”, “expect”, “estimate”, “intend”, “objective”, “plan”, “project”, “should” “will”, “will continue”,
“seek to”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe our strategies,
objectives, plans or goals are also forward-looking statements. All forward-looking statements are subject to risks, uncertainties
and assumptions about us that could cause actual results to differ materially from those contemplated by the relevant forward-
looking statement. For the reasons described below, we cannot assure investors that the expectations reflected in these forward-
looking statements will prove to be correct. Therefore, investors are cautioned not to place undue reliance on such forward-
looking statements and not to regard such statements as a guarantee of future performance.
These forward-looking statements are based on our present plans, estimates and expectations and actual results may differ
materially from those suggested by such forward-looking statements.
Although we believe that the assumptions on which such statements are based are reasonable, any such assumptions as well as
statements based on them could prove to be inaccurate. 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 we operate and our ability to respond to them, our ability to successfully
implement our strategy, our growth and expansion, technological changes, our exposure to market risks, general economic and
political conditions in India and globally, which have an impact on our business activities or investments, the monetary and
fiscal policies of India, inflation, deflation, volatility 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 laws, regulations and taxes, changes in
competition in our industry, incidence of natural calamities and/or acts of violence.
Certain information in “Industry Overview”, “Our Business” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 145, 204 and 363, respectively, of this Prospectus have been obtained from the
CRISIL Report prepared by Crisil Intelligence.
For further discussion of factors that could cause the actual results to differ from the expectations, see “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 204 and 363, 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 in the future could materially differ from those that have been estimated and are
not a guarantee of future performance.
Forward-looking statements reflect the current views of our Company as of the date of this Prospectus and are not a guarantee
of future performance. These statements are based on our management’s beliefs and assumptions, which in turn are based on
currently available information. Although we believe the assumptions upon which these forward-looking statements are based
are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these
assumptions could be incorrect. None of our Company, our Directors, our KMPs, SMPs, the Selling Shareholders, the Syndicate
or any of their respective affiliates has 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 are informed of material
developments from the date of this Prospectus until the date of Allotment pursuant to the Offer.
In accordance with regulatory requirements including requirements of SEBI and as prescribed under applicable law, the Selling
Shareholders will, ensure that investors in India are informed of material developments in relation to the statements and
undertakings specifically made or confirmed by them in relation to themselves as a Selling Shareholders and their respective
Offered Shares from the date of this Prospectus until the date of Allotment pursuant to the Offer. Only statements and
undertakings which are specifically confirmed or undertaken by the Selling Shareholders about or in relation to themselves as
a Selling Shareholders and their respective Offered Shares, in this Prospectus shall be deemed to be statements and undertakings
made by the Selling Shareholders.
17OFFER DOCUMENT SUMMARY
The following is a general summary of certain disclosures and terms of the Offer included in this Prospectus and is neither
exhaustive, nor purports to contain a summary of all the disclosures in the Red Herring Prospectus or this Prospectus when
filed, or all details relevant to prospective investors. This summary should be read in conjunction with, and is qualified in its
entirety by, the detailed information appearing elsewhere in this Prospectus, including “Risk Factors”, “The Offer”, “Capital
Structure”, “Objects of the Offer”, “Industry Overview”, “Our Business”, “Our Promoters and Promoter Group”, “Financial
Information”, “Outstanding Litigation and Material Developments”, “Offer Procedure” “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” and “Description of Equity Shares and Terms of the Articles of
Association” on pages 28, 82, 94, 114, 145, 204, 286, 300, 395, 430, 363 and 450, respectively.
Summary of the primary business of our Company
We are one of India’s leading Pre-Engineered Buildings (“PEBs”) players (installed capacity being greater than 100,000
MTPA). Our Company has installed capacity of 103,800 MTPA related to PEB structures and 1,800,000 square metres per
annum for Self-Supported Roofing solutions as on March 31, 2025. (Source: CRISIL Report). We offer our customers
comprehensive turn-key solutions which includes project design, engineering, manufacturing and erection in accordance with
customer requirements across industrial and infrastructure segments. We have delivered solutions for our customers engaged
in diverse sectors including general engineering and manufacturing, food and beverages, warehousing and logistics, power,
textiles, and railways. We have undertaken execution of over 9,500 projects until the end of Fiscal 2025 under our Phenix and
Proflex Divisions.
Summary of the industry in which our Company operates
Pre-engineered construction has emerged as an innovative building method due to rapid growth of automation in the
construction industry. Furthermore, shortage of skilled labour, combined with the inherent advantages of these structures in
terms of speed, cost-effectiveness, and environmental impact, is significantly propelling their popularity in the construction
sector. Pre-engineered structures/units are more eco-friendly than traditionally constructed ones and provide common benefits
such as reduced material wastage, enhanced quality control, and improved onsite safety. The controlled manufacturing process
minimises material wastage, promoting sustainable building practices, while rigorous quality control ensures consistent and
durable structures. The Indian PEB industry expanded at a CAGR of ~8.3% over Fiscals 2019-2025 growing from INR 130
billion in Fiscal 2019 to INR 210 billion in Fiscal 2025. Further, the global PEB industry was valued at $ 20-22 billion in 2024
compared with $15-17 billion in 2019. The self-supported roofing market in India logged a CAGR of 6.1% between Fiscals
2019 and 2025 to reach INR 3.0 billion in Fiscal 2025. (Source: CRISIL Report)
Names of our Promoters
Our Promoters are Girishbhai Manibhai Patel, Chirag Hasmukhbhai Patel, Malav Girishbhai Patel, Birva Chirag Patel,
Vipinbhai Kantilal Patel, Aditya Vipinbhai Patel, Chirag H Patel Family Trust, Vipin K Patel Family Trust, MGM5 Family
Trust, MGM11 Family Trust, Aditya V Patel Family Trust. For details, see “Our Promoters and Promoter Group” on page
286.
Offer size
The details of the Offer are summarised below:
Offer of Equity Shares(1)(3) 16,888,474# Equity Shares for cash at price of ₹ 385.00 per Equity Share (including a share premium
of ₹ 375.00 per Equity Share) aggregating to ₹ 6,500.00# million
of which:
(i) Fresh Issue(1) 7,148,215# Equity Shares aggregating to ₹ 2,750.00# million
(ii) Offer for Sale(2) 9,740,259# Equity Shares aggregating to ₹ 3,750.00# million
The Offer comprises:
Employee Reservation Portion(3) 57,306# Equity Shares aggregating to ₹ 20.00# million
Net Offer 1,68,31,168# Equity Shares aggregating to ₹ 6,480.00# million
# Subject to finalization of Basis of Allotment
(1) The Offer has been authorised by a resolution of our Board of Directors at their meeting held on January 18, 2025 and our Board has taken on record
the participation of the Selling Shareholders in the Offer for Sale pursuant to a resolution dated July 14, 2025. The Fresh Issue has been authorised by
our Shareholders pursuant to a special resolution passed on February 12, 2025.
(2) The Selling Shareholders have confirmed that the Offered Shares have been held by them, severally and not jointly, for a period of at least one year prior
to filing of the Red Herring Prospectus in accordance with Regulation 8A of the SEBI ICDR Regulations and accordingly, are eligible for the Offer in
accordance with the provisions of the SEBI ICDR Regulations. In accordance with Regulation 8A of the SEBI ICDR Regulations; (i) the Selling
Shareholder holding, individually or with persons acting in concert, more than 20% of pre-issue shareholding of the Company (on a fully-diluted basis),
shall not exceed more than 50% of their respective pre-issue shareholding (on a fully-diluted basis). For details on the authorization of the Selling
Shareholders in relation to the Offered Shares, see “The Offer” and “Other Regulatory and Statutory Disclosures” on pages 82 and 408.
(3) In the event of under-subscription in the Employee Reservation Portion (if any), the unsubscribed portion will be available for allocation and Allotment,
proportionately to all Eligible Employees who have Bid in excess of ₹ 0.20 million (net of Employee Discount) subject to the maximum value of Allotment
made to such Eligible Employee not exceeding ₹ 0.50 million (net of Employee Discount). The unsubscribed portion, if any, in the Employee Reservation
18Portion after allocation up to ₹ 0.50 million (net of Employee Discount) shall be added to the Net Issue. Our Company, in consultation with the BRLMs,
offered a discount of ₹ 36.00 per Equity Share to Eligible Employees. For details, see “Offer Structure” beginning on page 426.
The Offer and the Net Offer constitutes 29.55% and 29.45% of the post Offer paid up Equity Share capital of our Company,
respectively. The above table summarises the details of the Offer. For further details of the offer, see “The Offer” and “Offer
Structure” on pages 82 and 426, respectively.
Objects of the Offer
The objects for which the Net Proceeds from the Fresh Issue shall be utilised are as follows:
Particulars Estimated amount (in ₹ million)
Funding the capital expenditure requirements for the purchase of equipment and machinery, 1,305.79
building works, solar rooftop grid and transport vehicles at our Manufacturing Facilities
Investment in IT software upgradation by our Company 52.00
Re-payment or pre-payment of term loans, in full or in part, of certain borrowings availed by our 587.50
Company
General corporate purposes(1) 804.71
Total 2,750.00
(1) For further details, see “Objects of the Offer” on page 114.
Aggregate pre-Offer shareholding of our Promoters, members of the Promoter Group and Selling Shareholders as a
percentage of the paid-up Equity Share capital of our Company
The aggregate pre-Offer shareholding of our Promoters, members of our Promoter Group and Selling Shareholders as a
percentage of the pre-Offer paid-up Equity Share capital of our Company is set out below:
S. No. Name of the Shareholder Pre-Offer Post-Offer
Number of Equity Percentage of the Number of Equity Percentage of the
Shares held pre- Offer Equity Shares held post-Offer Equity
Share capital (%) Share capital (%)
Promoters
1. Girishbhai Manibhai Patel (also a Selling 19,490,000 38.98 15,506,881 27.13
Shareholder)
2. Chirag Hasmukhbhai Patel (also a Selling 17,495,000 34.99 14,111,884 24.69
Shareholder)
3. Birva Chirag Patel (also a Selling 5,000,000 10.00 4,000,000 7.00
Shareholder)
4. Vipinbhai Kantilal Patel (also a Selling 2,499,000 5.00 2,011,988 3.52
Shareholder)
5. Aditya Vipinbhai Patel (also a Selling 2,499,000 5.00 2,011,988 3.52
Shareholder)
6. Malav Girishbhai Patel 1,000,000 2.00 1,000,000 1.75
7. Chirag H Patel Family Trust 5,000* 0.01 5,000* 0.01
8. MGM11 Family Trust 5,000** 0.01 5,000** 0.01
9. MGM5 Family Trust 5,000*** 0.01 5,000*** 0.01
10. Vipin K Patel Family Trust 1,000**** Negligible 1,000**** Negligible
11. Aditya V Patel Family Trust 1,000***** Negligible 1,000***** Negligible
Promoter Group
1. Umaben Girishbhai Patel (also a Selling 2,000,000 4.00 16,00,000 2.80
Shareholder)
Total 50,000,000 100.00 4,02,59,741 70.45
* Held through its trustees Chirag Hasmukhbhai Patel and Birva Chirag Patel.
** Held through its trustees Girishbhai Manibhai Patel and Umaben Girishbhai Patel.
*** Held through its trustees Girishbhai Manibhai Patel and Umaben Girishbhai Patel.
**** Held through its trustees Vipinbhai Kantilal Patel and Aditya Vipinbhai Patel.
***** Held through its trustees Aditya Vipinbhai Patel and Shayoni Aditya Patel.
S. No Shareholders Pre-Offer shareholding as at the Post-Offer shareholding as at Allotment (1)
date of this Prospectus
Number of Percentage of At the lower end of the At the upper end of the
Equity Shares the pre- Offer price band (₹ 366.00) price band (₹ 385.00)
shareholding Number of Shareholdin Number of Shareholdin
(%) Equity g (in %) (1) Equity g (in %) (1)
Shares (1) Shares (1)
Promoters
1. Girishbhai Manibhai Patel (also a 19,490,000 38.98 15,300,109 26.60 15,506,881 27.13
Selling Shareholder)
19S. No Shareholders Pre-Offer shareholding as at the Post-Offer shareholding as at Allotment (1)
date of this Prospectus
Number of Percentage of At the lower end of the At the upper end of the
Equity Shares the pre- Offer price band (₹ 366.00) price band (₹ 385.00)
shareholding Number of Shareholdin Number of Shareholdin
(%) Equity g (in %) (1) Equity g (in %) (1)
Shares (1) Shares (1)
2. Chirag Hasmukhbhai Patel (also a 17,495,000 34.99 13,936,257 24.23 14,111,884 24.69
Selling Shareholder)
3. Birva Chirag Patel (also a Selling 5,000,000 10.00 3,948,088 6.86 4,000,000 7.00
Shareholder)
4. Vipinbhai Kantilal Patel (also a 2,499,000 5.00 1,986,705 3.45 2,011,988 3.52
Selling Shareholder)
5. Aditya Vipinbhai Patel (also a 2,499,000 5.00 1,986,705 3.45 2,011,988 3.52
Selling Shareholder)
6. Malav Girishbhai Patel 1,000,000 2.00 1,000,000 1.74 1,000,000 1.75
7. Chirag H Patel Family Trust 5,000* 0.01 5,000* 0.01 5,000* 0.01
8. MGM11 Family Trust 5,000** 0.01 5,000** 0.01 5,000** 0.01
9. MGM5 Family Trust 5,000*** 0.01 5,000*** 0.01 5,000*** 0.01
10. Vipin K Patel Family Trust 1,000**** Negligible 1,000**** Negligible 1,000**** Negligible
11. Aditya V Patel Family Trust 1,000***** Negligible 1,000***** Negligible 1,000***** Negligible
Sub-total of Promoters (A) 48,000,000 96.00 38,174,864 66.37 38,659,741 67.65
Promoter Group (1)
1. Umaben Girishbhai Patel (also a 2,000,000 4.00 1,579,235 2.75 1,600,000 2.80
Selling Shareholder) (B)
Additional top 10 shareholders (other than promoter and promoter group)
1. NA^ (C) NA NA NA NA NA NA
Total (A+B+C) 50,000,000 100.00 39,754,099 69.11 40,259,741 70.45
* Held through its trustees Chirag Hasmukhbhai Patel and Birva Chirag Patel.
** Held through its trustees Girishbhai Manibhai Patel and Umaben Girishbhai Patel.
*** Held through its trustees Girishbhai Manibhai Patel and Umaben Girishbhai Patel.
**** Held through its trustees Vipinbhai Kantilal Patel and Aditya Vipinbhai Patel.
***** Held through its trustees Aditya Vipinbhai Patel and Shayoni Aditya Patel.
Notes:
(1) Based on the price band of ₹366.00 and ₹385.00, respectively and subject to finalization of the basis of allotment.
^ NA means not applicable
Summary of Selected Financial Information
Summary of selected financial information derived from our Restated Consolidated Financial Statements is as follows:
(in ₹ million, except per share data)
Particulars Fiscal ended Fiscal ended Fiscal ended
March 31, 2025 March 31, 2024 March 31, 2023
(A) Equity Share capital 500.00 500.00 200.00
(B) Net worth(1) 3,065.34 2,330.32 1,805.12
(C) Revenue from operations 9,885.54 7,950.60 8,804.70
(D) Profit/ (loss) after tax 770.47 456.34 328.92
(E) Basic earnings per equity share (EPS) (in ₹/share)(2) 15.41 9.17 6.82
(F) Diluted earnings per equity share (in ₹/share)(3) 15.41 9.17 6.82
(G) Net Asset Value per share (in ₹/share)(4) 61.31 46.61 36.10
(H) Total borrowings (as per balance sheet)(5) 1,861.33 2,048.42 1,487.48
Notes:
(1) 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.
(2) Basic EPS (₹) = Basic earnings per share are calculated by dividing the restated profit for the year by the weighted average number of Equity Shares
outstanding during the year.
(3) Diluted EPS (₹) = Diluted earnings per share are calculated by dividing the restated profit for the year by the weighted average number of Equity Shares
outstanding during the year.
(4) Net asset value per equity share is calculated as total equity (excluding non-controlling interest) divided by number of equity shares outstanding at the
end of the year.
(5) Total borrowings consists of current and non-current borrowings.
For further details, see “Restated Consolidated Financial Statements” on page 300.
Qualifications which have not been given effect to in the Restated Consolidated Financial Statements
There are no auditor qualifications that have not been given effect to in the Restated Consolidated Financial Statements.
20Summary of outstanding litigation
A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors, Group Companies and
Promoters, KMPs, and SMPs, in accordance with the SEBI ICDR Regulations and the Materiality Policy, as of the date of this
Prospectus is disclosed below:
Name of Entity Criminal Tax Statutory or Disciplinary Actions by Material Civil Aggregate
Proceedings Proceedings Regulatory the SEBI or the stock Proceedings amount
Proceedings exchanges against our involved
Promoters in the last five (in ₹ million)*
Fiscals
Company
Against our Company Nil 24 Nil Not applicable Nil 866.29
By our Company 1 Nil Nil Not applicable 1 12.17
Directors (Non-Promoter
Directors)
Against our Directors Nil 13 Nil Not applicable Nil 34.32
By our Directors Nil Nil Nil Not applicable Nil Nil
Promoters (including the
Promoter Directors)
Against our Promoters Nil Nil Nil Nil Nil Nil
By our Promoters Nil Nil Nil Not applicable Nil Nil
Subsidiaries
Against our Subsidiaries Nil 3 Nil Not applicable Nil 34.00
By our Subsidiaries 1 Nil Nil Not applicable 2 44.43
Group Companies
Outstanding litigation that Nil Nil Nil Not applicable Nil Nil
has a material impact on
our Company
Key Managerial Personnel
By the Key Managerial Nil Not Nil Not applicable Not applicable Nil
Personnel applicable
Against the Key Nil Not Nil Not applicable Not applicable Nil
Managerial Personnel applicable
Senior Management
By the Senior Nil Not Nil Not applicable Not applicable Nil
Management applicable
Against the Senior Nil Not Nil Not applicable Not applicable Nil
Management applicable
* To the extent quantifiable
In addition to the table above, our Company has one outstanding non-material civil proceedings amounting to ₹1.73 million (to
the extent quantifiable) as on date of this Prospectus.
For further details, see “Outstanding Litigation and Material Developments” on page 395.
Risk Factors
Investors should please see the section entitled “Risk Factors” beginning on page 28 to have an informed view before making
an investment decision.
Summary of Contingent Liabilities and Capital Commitments
The details of our contingent liabilities (as per Ind AS 37) as on March 31, 2025, 2024 and 2023, derived from the Restated
Consolidated Financial Statements are as set out below:
(in ₹ million)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Contingent Liabilities
Outstanding Bank Guarantees and Bonds* 1,033.10 1,123.82 820.17
Total Contingent Liabilities^ 1,033.10 1,123.82 820.17
Capital Commitments
Estimated amount of contracts remaining to be executed on 45.67 61.20 46.48
capital account and not provided for
Total Capital Commitments 45.67 61.20 46.48
* Bank Guarantees consists on Advance Bank Guarantees (ABG) and Performance Bank Guarantees (PBG) issued by the bank on behalf of the Company
in favour of its customers. The Advance Bank guarantees are issued when Company is securing its advance against the order. The same is cancelled
21when pro rata supply is made. Performance bank guarantees are issued to secure the performance against the job and it is normally issued at the end of
the project against satisfactory performance and normally has a validity for a year.
^ In the event any of these contingent liabilities become established as liabilities, it may have an adverse effect on our financial condition and results of
operations.
For details, see “Restated Consolidated Financial Statements – Note 31” on page 355.
Summary of related party transactions
A summary of the related party transactions for the Fiscals ended March 31, 2025, 2024 and 2023 as per Ind AS 24 – Related
Party Disclosures read with the SEBI ICDR Regulations and derived from our Restated Consolidated Financial Statements is
set out below:
Name of related party For the year % of For the year % of For the year % of
ended revenue ended revenue ended revenue
March 31, from March 31, from March 31, from
2025 operation 2024 operation 2023 operation
(₹ in (₹ in (₹ in
milli on) milli on) milli on)
1) Subsidiary Company
(i) With Holding Company:
(a) Phenix Construction Technologies INC
Sale of goods 274.69 2.78% 87.45 1.10% 227.28 2.58%
Interest on Loan Received 4.68 0.05% 4.58 0.06% 3.38 0.04%
Unsecured Loan Given 11.02 0.11% 36.10 0.45% 5.59 0.06%
Repayment of Loan Given 61.47 0.62% - - - -
Purchase of Capital Goods 6.0 0 0.06 % - - - -
(b) Phenix Building Solutions Private
Limited
Sale of goods* 428.33 4.33% 234.75 2.95% - -
Sale of service** 0.58 0.01% 15.15 0.19% - -
Purchase of Service*** 0.33 0.00% - - - -
Interest on Loan Received 0.84 0.01% - - - -
Unsecured Loan Given 166.10 1.68% - - - -
Repayment of Loan Given 146.88 1.49% - - - -
Expenses Recovered 3.1 8 0.03 % - - - -
(c) Modtech Machines Private Limited
Sale of goods - - 1.00 0.01% 1.40 0.02%
Loan Given - - 2.00 0.03% 52.58 0.66%
Loan refunded back - - 78.55 0.99% 9.48 0.12%
2) Significant Influence
a) M B Enterprise
Purchase of goods - - 135.95 1.71% 962.85 10.94%
Expenses Recovered 2.14 0.02% 0.14 0.00% 0.11 0.00%
Expenses Paid - - 4.79 0.06% 13.10 0.15%
b) Manibhai & Brother sleeper
Expenses Paid - - - - - -
Expenses Recovered 0.19 0.00% 0.14 0.00% 0.12 0.00%
Sale of goods 3.40 0.03% 1.73 0.02% 1.65 0.02%
Purchase of goods 0.06 0.00% - - 0.09 0.00%
c) Manibhai Brothers Finance Corporation
Interest on Loan Paid - - 77.69 0.98% 63.20 0.72%
Rent Paid 1.44 0.01% 1.44 0.02% 1.44 0.02%
Unsecured Loan Taken - - 1,228.50 15.45% 981.90 11.15%
Unsecured Loan Repaid - - 2,008.98 25.27% 824.40 9.36%
d) Manibhai & Brothers
Expenses Paid - - 15.28 0.19% - -
Expenses Recovered 2.23 0.02% 0.72 0.01% 0.72 0.01%
Sale of goods 0.54 0.01% 0.27 0.00% 0.95 0.01%
Rent Paid 2.65 0.03% 2.40 0.03% 2.40 0.03%
Purchase of goods - - - - 15.49 0.18%
Purchase of Services 6.50 0.07% - - - -
22Name of related party For the year % of For the year % of For the year % of
ended revenue ended revenue ended revenue
March 31, from March 31, from March 31, from
2025 operation 2024 operation 2023 operation
(₹ in (₹ in (₹ in
million) million) million)
e) Manibhai & Brothers (PCC Sarkhej)
Sale of goods - - 19.36 0.24% - -
Rent Paid 1.32 0.01% 1.26 0.02% 1.20 0.01%
Expenses Recovered 0.95 0.01% - - - -
f) Usha Prestressed Sleeper Udhyog Piplod
Expenses Recovered 0.03 0.00% 0.04 0.00% 0.07 0.00%
Sale of goods 3.03 0.03% 0.41 0.01% 0.24 0.00%
g) Giriraj Prestressed Private Limited
Expenses Recovered 0.02 0.00% 0.03 0.00% 0.03 0.00%
Sale of goods - - 3.56 0.04% - -
h) Phenix Building Solutions Private
Limited
Sale of goods - - 1,621.09 20.39% 2,873.11 32.63%
Expenses Recovered - - - - 0.04 0.00%
i) Shrinathji Prestressed Private Limited
Expenses Recovered - - 0.01 0.00% - -
Sale of goods - - 0.10 0.00% - -
j) Manibhai & Brothers Charitable Trust
Rent Paid 2.63 0.03% 0.66 0.01% - -
Expenses Paid 0.24 0.00% - - - -
Donation Exps - - - - 3.60 0.04%
k) Phenix Engineering Services Private
Limited
Expenses Recovered 0.58 0.01% - - - -
l) Avichal Projects LLP
Deposit Given for Rent 0.02 0.00% - - - -
Rent Paid 0.04 0.00% - - - -
3) With Key management personnel and
their relatives:
Unsecured Loan Taken
Malav Girishbhai Patel - - 10.17 0.13% 9.41 0.11%
Girishbhai Manibhai Patel - - 0.03 0.00% 3.43 0.04%
Chirag Hasmukhbhai Patel - - - - 0.35 0.00%
Hasmukhbhai Shivabhai Patel - - - - - -
Diya Chirag Patel - - - - - -
Unsecured Loan Repaid
Malav Girishbhai Patel - - 112.75 1.42% 0.94 0.01%
Girishbhai Manibhai Patel - - 45.54 0.57% 0.38 0.00%
Vipinbhai Kantilal Patel - - - - - -
Chirag Hasmukhbhai Patel - - - - 0.35 0.00%
Hasmukhbhai Shivabhai Patel - - 34.70 0.44% 0.32 0.00%
Diya Chirag Patel - - - - - -
Purchase of Shares of Phenix Building
Solutions Private Limited
Malav Girishbhai Patel (No. of Shares : 7000) - - 18.58 0.23% - -
Girishbhai Manibhai Patel (No. of Shares : - - 35.83 0.45% - -
13500)
Vipinbhai Kantilal Patel (No. of Shares : 2500) - - 6.64 0.08% - -
Chirag Hasmukhbhai Patel (No. of Shares : - - 46.45 0.58% - -
17500)
Umaben Girishbhai Patel (No. of Shares : - - 5.31 0.07% - -
2000)
Birva Chirag Patel (No. of Shares : 5000) - - 13.27 0.17% - -
Aditya Vipinbhai Patel (No. of Shares : 1500) - - 3.98 0.05% - -
23Name of related party For the year % of For the year % of For the year % of
ended revenue ended revenue ended revenue
March 31, from March 31, from March 31, from
2025 operation 2024 operation 2023 operation
(₹ in (₹ in (₹ in
million) million) million)
Leenaben Vipinbhai Patel (No. of Shares : - - 2.65 0.03% - -
1000)
Sale of Shares of Phenix Building Services
Private Limited
Malav Girishbhai Patel (No. of Shares : 7000) - - 0.07 0.00% - -
Girishbhai Manibhai Patel (No. of Shares : - - 0.14 0.00% - -
13500)
Vipinbhai Kantilal Patel (No. of Shares : 2500) - - 0.03 0.00% - -
Chirag Hasmukhbhai Patel (No. of Shares : - - 0.18 0.00% - -
17500)
Umaben Girishbhai Patel (No. of Shares : - - 0.02 0.00% - -
2000)
Birva Chirag Patel (No. of Shares : 5000) - - 0.05 0.00% - -
Aditya Vipinbhai Patel (No. of Shares : 1500) - - 0.02 0.00% - -
Leenaben Vipinbhai Patel (No. of Shares : - - 0.01 0.00% - -
1000)
Interest on Loan Paid
Malav Girishbhai Patel - - 10.17 0.13% 9.41 0.11%
Girishbhai Manibhai Patel - - 4.09 0.05% 3.81 0.04%
Vipinbhai Kantilal Patel - - - - - -
Chirag Hasmukhbhai Patel - - - - - -
Hasmukhbhai Shivabhai Patel - - 0.28 0.00% 3.16 0.04%
Salary paid
Malav Girishbhai Patel 23.96 0.24% 17.34 0.22% 16.72 0.19%
Girishbhai Manibhai Patel 22.48 0.23% 16.95 0.21% 11.43 0.13%
Vipinbhai Kantilal Patel - - 1.07 0.01% 2.13 0.02%
Chirag Hasmukhbhai Patel 32.34 0.33% 26.27 0.33% 23.98 0.27%
Umaben Girishbhai Patel - - 1.50 0.02% 3.00 0.03%
Birva Chirag Patel 11.43 0.12% 9.53 0.12% 7.62 0.09%
Aditya Vipinbhai Patel 10.68 0.11% 6.96 0.09% 5.51 0.06%
Diya Chirag Patel 2.67 0.03% 0.22 0.00% - -
Keyur Shah 5.59 0.06% - - - -
Pankaj Naresh 19.28 0.20% - - - -
Parekh Palak 1.12 0.01% - - - -
Mayur Patel 5.52 0.06% - - - -
Director Sitting Fees
Birju Maheshbhai Patel 0.14 0.00% - - - -
Hemant Ishwarlal Modi 0.17 0.00% - - - -
Sanjay Shaileshbhai Majmudar 0.24 0.00% - - - -
Sonal Vimal Ambani 0.05 0.00% - - - -
Subir Kumar Das 0.14 0.00% - - - -
Udayan Dileep Chokshi 0.21 0.00% - - - -
Vipinbhai Kantilal Patel 0.24 0.00% - - - -
* indicates sale of goods made by our Company to our subsidiary, Phenix Building Solutions Private Limited which in turn sells the material to customers.
Phenix Building Solutions Private Limited acts as a marketing and distribution entity for our Company.
** indicates revenues from erection services provided by our Company to our subsidiary, Phenix Building Solutions Private Limited and thereafter provided
by Phenix Building Solutions Private Limited to its customers.
*** indicates erection services provided by Phenix Building Solutions Private Limited to our Company, and thereafter provided by our Company to our
customers.
For further details of the related party transactions, see “Restated Consolidated Financial Statements – Note 28” on page 339.
Details of all financing arrangements
There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our Directors or their
relatives have financed the purchase by any person of securities of our Company (other than in the normal course of business
of the relevant financing entity) during the period of six months immediately preceding the date of the Red Herring Prospectus
and this Prospectus.
24Weighted average price at which the specified securities were acquired by our Promoters and the Selling Shareholders,
in the last one year preceding the date of this Prospectus
The weighted average price at which the Equity Shares were acquired by our Promoters and Selling Shareholders in the last
one year preceding the date of this Prospectus are:
Name Number of Equity Shares acquired in Weighted average price of acquisition
the one year preceding the date of the per Equity Share (in ₹)*^
Prospectus*
Promoters
Vipinbhai Kantilal Patel* 1,000,000# Nil
Aditya Vipinbhai Patel* 1,000,000## Nil
As certified by Talati & Talati LLP, Chartered Accountants (110758W/W100377), by way of their certificate dated August 1, 2025.
* Also selling shareholders
^ The weighted average price of acquisition per Equity Share is Nil, since all the aforementioned shares were either gifted or transmitted to the Promoters and
hence, there was no acquisition of shares by our Promoters and Selling Shareholders for consideration in the last one year preceding the date of this Prospectus.
# By way of transmission
## By way of gift
Average cost of acquisition of shares for our Promoters and the Selling Shareholders
The average cost of acquisition of Equity Shares for our Promoters and Selling Shareholders is as set out below:
Name of acquirer Number of Equity Shares held Average cost of Acquisition per Equity
Share (in ₹)*
Promoters
Girishbhai Manibhai Patel (also a Promoter Selling 19,490,000 0.42
Shareholder)
Chirag Hasmukhbhai Patel (also a Promoter Selling 17,495,000 0.94
Shareholder)
Malav Girishbhai Patel 1,000,000 Nil
Birva Chirag Patel (also a Promoter Selling 5,000,000 2.00
Shareholder)
Vipinbhai Kantilal Patel (also a Promoter Selling 2,499,000 Nil
Shareholder)
Aditya Vipinbhai Patel (also a Promoter Selling 2,499,000 1.21
Shareholder)
Chirag H Patel Family Trust 5,000** Nil
Vipin K Patel Family Trust 1,000*** Nil
MGM5 Family Trust 5,000**** Nil
MGM11 Family Trust 5,000***** Nil
Aditya V Patel Family Trust 1,000****** Nil
Other Selling Shareholders
Umaben Girishbhai Patel (also a Promoter Group 2,000,000 2.02
Selling Shareholder)
* As certified by Talati & Talati LLP, Chartered Accountants (110758W/W100377), by way of their certificate dated August 1, 2025.
** Held through its trustees Chirag Hasmukhbhai Patel and Birva Chirag Patel.
*** Held through its trustees Vipinbhai Kantilal Patel and Aditya Vipinbhai Patel.
**** Held through its trustees Girishbhai Manibhai Patel and Umaben Girishbhai Patel.
***** Held through its trustees Girishbhai Manibhai Patel and Umaben Girishbhai Patel.
****** Held through its trustees Aditya Vipinbhai Patel and Shayoni Aditya Patel.
The weighted average cost of acquisition of all shares transacted in the last eighteen months, one year and three years
preceding the date of this Prospectus, except gifts and transmission
The weighted average cost of acquisition of all shares transacted in the last eighteen months, one year and three years preceding
the date of this Prospectus except gifts and transmission is as follows:
Period Weighted average cost of Upper end of the price band Range of acquisition price:
acquisition per Equity Share (₹385.00) is ‘X’ times the Lowest price – Highest
(in ₹)* weighted average cost of price (in ₹)*
acquisition
Last eighteen months preceding the Nil Nil Nil
date of this Prospectus
Last one year preceding the date of Nil Nil Nil
this Prospectus
Last three years preceding the date of Nil Nil Nil
this Prospectus
* As certified by Talati & Talati LLP, Chartered Accountants (110758W/W100377), by way of their certificate dated August 1, 2025.
25Details of price at which specified securities were acquired in the last three years preceding the date of this Prospectus
by our Promoters, the Promoter Group, the Selling Shareholders or Shareholder(s) with rights to nominate Director(s)
or other special rights
Except as stated below, there have been no specified securities that were acquired in the last three years preceding the date of
this Prospectus, by our Promoters, members of our Promoter Group and Selling Shareholders. There are no Shareholders with
nominee director or other special rights. The details of the price at which these acquisitions were undertaken are stated below:
Name of the acquirer Date of acquisition of Number of Equity Shares Acquisition price per
Equity Shares acquired Equity Share (in ₹)*
Promoters
Girishbhai Manibhai Patel (also a Promoter October 9, 2023# 8,100,000 Nil
Selling Shareholder) May 21, 2024## 6,000,000 Nil
Chirag Hasmukhbhai Patel (also a Promoter March 1, 2023 2,800,000 Nil
Selling Shareholder) October 9, 2023# 10,500,000 Nil
Malav Girishbhai Patel October 9, 2023# 4,200,000 Nil
Birva Chirag Patel (also a Promoter Selling October 9, 2023# 3,000,000 Nil
Shareholder)
Vipinbhai Kantilal Patel (also a Promoter October 9, 2023# 1,500,000 Nil
Selling Shareholder) April 29, 2025### 1,000,000 Nil
Aditya Vipinbhai Patel (also a Promoter Selling October 9, 2023# 900,000 Nil
Shareholder) May 26, 2025## 1,000,000 Nil
Chirag H Patel Family Trust July 9, 2024 5,000** Nil
Vipin K Patel Family Trust June 25, 2024 1,000*** Nil
MGM5 Family Trust June 28, 2024 5,000**** Nil
MGM11 Family Trust June 28, 2024 5,000***** Nil
Aditya V Patel Family Trust June 25, 2024 1,000****** Nil
Promoter Group
Umaben Girishbhai Patel (also a Promoter October 9, 2023# 1,200,000 Nil
Group Selling Shareholder)
* As certified by Talati & Talati LLP, Chartered Accountants (110758W/W100377), by way of their certificate dated August 1, 2025.
** Held through its trustees Chirag Hasmukhbhai Patel and Birva Chirag Patel.
*** Held through its trustees Vipinbhai Kantilal Patel and Aditya Vipinbhai Patel.
**** Held through its trustees Girishbhai Manibhai Patel and Umaben Girishbhai Patel.
***** Held through its trustees Girishbhai Manibhai Patel and Umaben Girishbhai Patel.
****** Held through its trustees Aditya Vipinbhai Patel and Shayoni Aditya Patel.
# Bonus Issue
## By way of gift
### By way of transmission
Pre-IPO Placement
Our Company has not undertaken any pre-IPO placement.
Issuance of equity shares in the last one year for consideration other than cash or bonus issue
Our Company has not issued any Equity Shares in the last one year from the date of this Prospectus, for consideration other
than cash or bonus issue.
Split/ consolidation of Equity Shares in the last one year
Our Company has not undertaken split or consolidation of its Equity Shares in the one year preceding the date of this Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
Our Company has not applied for or received any exemption from complying with any provisions of securities laws from SEBI,
as on the date of this Prospectus.
26SECTION II – RISK FACTORS
An investment in our Equity Shares involves a high degree of risk. You should carefully consider all the information in this
Prospectus, including the risks and uncertainties described below, before making an investment in our Equity Shares. The risks
described below are not the only ones relevant to us or our Equity Shares, the industry and segments in which we operate or to
India. Additional risks and uncertainties, not presently known to us or that we currently deem immaterial, may also impair our
business, results of operations, financial condition and cash flows. If any of the following risks, or other risks that are not
currently known or are currently deemed immaterial, actually occur, our business, results of operations, financial condition
and cash flows could suffer, the trading price of our Equity Shares could decline, and you may lose all or part of your
investment. To obtain a complete understanding of our Company and our business, you should read this section in conjunction
with “Our Business”, “Industry Overview”, “Financial Information” and “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” on pages 204, 145, 300 and 363, respectively, as well as the other financial,
statistical and other information contained in this Prospectus. In making an investment decision, you must rely on your own
examination of the terms of the Offer, the Company and its business including the merits and risks involved. You should consult
your tax, financial and legal advisors about the particular consequences to you of an investment in our Equity Shares.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references
to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the
context otherwise requires, the financial information for Fiscal 2025, Fiscal 2024, and Fiscal 2023, included herein is based
on or derived from our Restated Consolidated Financial Statements included in this Prospectus. For further information, see
“Restated Consolidated Financial Statements” beginning on page 300. Please also refer to “Definitions and Abbreviations”
on page 1 for certain terms used in this section. The Restated Consolidated Financial Statements is based on our audited
financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations. Our audited
financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material respects
with IFRS and U.S. GAAP. For details, see “Risk Factors – Certain differences exist between Ind AS used to prepare our
financial information and other accounting principles, such as US GAAP and IFRS which may affect investors’ assessments of
our Company’s financial condition” on page 72.
This Prospectus also contains certain forward-looking statements that involve risks, assumptions, estimates and uncertainties.
Our actual results could differ from those anticipated in these forward- looking statements as a result of certain factors,
including the considerations described below and elsewhere in this Prospectus. See “Forward-Looking Statements” on page
17.
Unless otherwise indicated or the context otherwise requires, in this section, references to “the Company” or “our Company”,
“we”, “us”, “our” are to M&B Engineering Limited and our Subsidiaries on a consolidated basis.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled
“Assessment of Pre-engineered buildings, structural steel and self-supported roofing industries” dated July, 2025 (the
“CRISIL Report”) which is exclusively prepared for the purpose of the Offer and issued by CRISIL Intelligence, a division of
CRISIL Limited (“CRISIL”) and is exclusively commissioned for an agreed fee and paid for by the Company in connection
with the Offer. CRISIL was appointed pursuant to the engagement letter entered into with our Company dated June 17, 2025.
CRISIL is not related in any other manner to our Company. The data included herein includes excerpts from the CRISIL Report
and may have been re-ordered by us for the purposes of presentation. Further, the CRISIL Report was prepared on the basis
of information as of specific dates and opinions in the CRISIL Report may be based on estimates, projections, forecasts and
assumptions that may be as of such dates. CRISIL has prepared this study in an independent and objective manner, and it has
taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing
the CRISIL Report based on the information obtained by it from sources which it considers reliable. 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 calendar year. A copy of the CRISIL Report was made
available on the website of our Company at www.mbel.in from the date of the Red Herring Prospectus until the Bid/ Offer
Closing Date. Further, the CRISIL Report is not a recommendation to invest or disinvest in any company covered in the report.
Prospective investors are advised not to unduly rely on the CRISIL Report. The views expressed in the CRISIL Report are that
of CRISIL. For more information and risks in relation to commissioned reports, see “Risk Factors – Certain sections of this
Prospectus contain information from the CRISIL Report which we commissioned and purchased and any reliance on such
information for making an investment decision in the Offer is subject to inherent risks” on page 67. Also see, “Certain
Conventions, Presentation of Financial, Industry and Market Data – Industry and Market Data” on page 15.
Unless specified or quantified in the relevant risk factors below, we are not in a position to quantify the financial or other
implications of any of the risks described in this section. You should pay particular attention to the fact that our Company is
incorporated under the laws of India and is subject to a legal and regulatory environment, which may differ in certain respects
from that of other countries.
Internal Risks
271. Our business is dependent on and will continue to depend on our Manufacturing Facilities, and we are subject to
certain risks in our manufacturing process due to the usage of heavy machinery in our manufacturing operations.
In the past, there have been four instances of death in the course of our operations at our project sites. Any
slowdown or shutdown in our manufacturing operations or strikes or work stoppages could have an adverse effect
on our business, cash flows, financial condition and results of operations.
We have two strategically located Manufacturing Facilities at Sanand, Ahmedabad (“Sanand Facility”) and Cheyyar,
Tamil Nadu (“Cheyyar Facility”). Any disruptions, breakdown or shutdown of our Manufacturing Facilities, due to,
inter alia, (i) breakdown or failure of equipment, (ii) disruption in power supply or processes, (iii) performance below
expected levels of efficiency, (iv) obsolescence, (v) labour disputes, (vi) infectious diseases (such as the COVID-19
pandemic), and (vii) political instability, could result in the damage or destruction of a portion of our manufacturing
abilities, delays in the transport of our products and raw materials and/or otherwise adversely affect our business,
results of operations, financial condition, cash flows and future prospects. Our Sanand Facility has an installed capacity
of 72,000.00 MTPA, 72,000.00 MTPA, and 72,000.00 MTPA during the Fiscal 2025, Fiscal 2024, and Fiscal 2023,
respectively and our capacity utilization was 63.27%, 58.12% and 60.39%, respectively for the same period. Our
Cheyyar Facility, which was commissioned on May 23, 2024, has an installed capacity of 31,800.00 MTPA as of
March 31, 2025 and our capacity utilization was 23.34% for the same period.
Our business is dependent upon our ability to manage our Manufacturing Facilities, which are subject to various
operating risks. Any malfunction or breakdown of our machinery, our equipment, our IT systems or any other part of
our manufacturing processes or systems may entail repair and maintenance costs and cause delays in our operations.
If we are unable to maintain, repair our machinery, equipment, IT systems or any other part of our manufacturing
processes or systems in a timely manner or at all, our operations may need to be suspended until we procure the
appropriate machinery, equipment or systems to replace them. In addition, we may be required to carry out planned
shutdowns of our facilities for maintenance, inspections and testing, or may shut down certain facilities for capacity
expansion and equipment upgrades. During Fiscal 2025, Fiscal 2024, and Fiscal 2023, we have spent ₹ 25.38 million,
₹22.82 million, and ₹23.20 million, respectively, towards general repair and maintenance of our machinery. We cannot
assure you that such general repair and maintenance costs for our machinery will not increase in the future which could
have a material adverse effect on our business, results of operations, financial condition, cash flows and future
prospects.
Our business operations involve the usage of heavy machinery such as CNC machines, cranes and boom lifts which
are operated by our employees. These activities can be extremely dangerous and any accident, including any
mechanical and operational failures could cause serious injury to people or property and in certain circumstances, even
death. In the past, there have been four instances of death in the course of our operations at our project sites. While
these instances did not cause any major disruption in our operations, we cannot assure you that such incidents may not
occur in the future or cause any material disruption to our operations. Our Company’s policy in such situations involves
completing all formalities and disbursing statutory benefits to all nominees. Our permanent employees are covered
under group accidental policy. In addition, our permanent employees and contract labourers engaged at sites are
covered under the Employees’ State Insurance (‘ESI’) scheme and workmen’s compensation policy. Additionally, we
also take steps to educate our permanent employees and contract labourers on workplace hazards, by giving them
safety training and periodic education, and provide safety materials and take necessary safety measures for our
employees.
Any disruption in the operation of our existing production facilities due to any of the foregoing risks could adversely
affect our business, financial condition, results of operation and prospects. In addition, many of these operating and
other risks may result in suspension of our operations and the imposition of civil or criminal penalties. Any accident
caused due to mechanical or operational failure may cause our workforce to discontinue working at our Manufacturing
Facilities due to concerns of safety, which may have an adverse impact on operations.
Business activities in our self-supported steel roofing business are carried out through our fleet of 14 mobile
manufacturing units which allows us to address our customers in a wide geographic expanse. Due to its mobile nature,
these mobile manufacturing units are subject to various external factors such as road accidents and natural calamities
which may impact their operations and increase maintenance costs, and have also resulted in three instances of death
at our project site, however, these instances did not cause any material disruption in our operations. We cannot assure
you that such incidents may not occur in the future, which may have an adverse effect on our business, results of
operations or financial condition.
Our inability to effectively respond to any slowdown or shutdown and to rectify any disruption, in a timely manner
and at an acceptable cost, could also lead to an inability to comply with our customers’ requirements and would result
in us breaching our contractual obligations which would have a material adverse effect on our financial condition and
results of operations.
282. We derive a majority portion of our revenues from the design, manufacture and installation of pre-engineered
buildings. Loss or decline in the demand of pre-engineered buildings may result in an adverse effect on our
business, revenue from operations and financial condition.
Our business is structured into (i) Phenix Division, under which we (a) provide comprehensive solutions for PEBs
which includes estimation, designing, engineering and manufacturing of PEBs and their components within the
controlled environment of our Manufacturing Facilities, which are then supplied, installed and erected under
supervision through on-site project management; and (b) manufacture complex steel components for our customers
across a variety of end-user industries for projects; and (ii) Proflex Division, under which we manufacture and install
self-supported steel roofings for projects. Set out below is a breakdown of revenue from operations from our Phenix
Division and Proflex Division in the Fiscal 2025, Fiscal 2024, Fiscal 2023 together with such revenue contribution as
a percentage of revenue from operations:
Divisions Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue As a percentage Revenue As a percentage Revenue As a percentage
contribution (in of our contribution (in of our contribution (in of our
₹ million) consolidated ₹ million) consolidated ₹ million) consolidated
revenue from revenue from revenue from
operations (%) operations (%) operations (%)
Phenix Division 7,646.90 77.35% 5,802.28 72.98% 6,287.92 71.42%
Proflex Division 2,238.64 22.65% 2,145.00 26.98% 2,424.35 27.53%
Others* - - 3.32 0.04% 92.43 1.05%
Total 9,885.54 100.00% 7,950.60 100.00% 8,804.70 100.00%
* Others includes revenue contribution from Modtech Machines Private Limited. Modtech Machines Private Limited is engaged in the business
of manufacturing investment casting machines, automation equipment and systems and other related products.
Our design, manufacture and installation of pre-engineered buildings have been largely driven by our track record of
meeting customer specifications, quality standards and our long term relationship with our customers. We cannot
assure you that the demand for our pre-engineered buildings will be sustained at the same levels in the future. As a
result of any adverse changes in demand by our customers and/or any unfavourable change in government policies
which may affect such demand, the revenues derived from our manufacture of PEBs could be lower than our
expectations. This could have a material adverse effect on our business, financial condition, results of operations and
prospects.
Our PEB business is dependent on the capital expenditure plans of our customers. Any factors impacting the business
of our customers may result in the cancellation, downsizing or deferring the capital expenditure plans of our customers,
which in turn could have a material adverse effect on our business, financial condition, results of operations and
prospects. We may also be required to invest in updated technology and processes to develop upgraded engineering
services having the desired specification, qualities and characteristics, and continually monitor and adapt to evolving
demand in the pre-engineered buildings industry.
Our business, growth prospects and financial performance largely depends on our ability to obtain new orders for pre-
engineered buildings, and there can be no assurance that we will be able to procure new orders. Our future results of
operations and cash flows may fluctuate from period to period depending on the receipt of such orders. In the event
we are unable to obtain new orders, our business will be materially and adversely affected. Factors affecting the pre-
engineered buildings industry or our customers could have a cascading effect on our business, financial condition and
results of operations.
Any loss or reduction in our revenue from our PEBs Business for any reason (including due to loss of, or termination
of existing agreements, limitation to meet any change in quality specification, customization requirements, or change
in construction technology, disputes with a customer, adverse changes in the financial condition of our customers,
such as possible bankruptcy or liquidation or other financial hardship) could have a material adverse effect on our
business, results of operations, financial condition and cash flows.
3. We are measured against high quality standards and stringent performance requirements by our customers. Any
failure by us to comply with these standards or performance requirements may lead to the cancellation of existing
and future orders, recalls, liquidated damages, invocation of performance bank guarantees or warranty and
indemnity or liability claims, which could adversely affect our reputation, business, results from operations,
financial conditions and cash flows.
Given the nature of application of our products and engineering processes, we are measured against, quality standards
and specifications of our customers. These specifications are provided by our customers through technical and quality
standard specifications which form part of the request for quotations or tender documents circulated by our customers
or as part of the contracts or purchase orders which we enter into with our customers. We cannot assure you that we
will be able to meet such technical specifications and quality standards imposed by our customers, at all times.
29Typically, most of our customer contracts in relation to the Phenix Division include clauses for liquidated damages,
whereas approximately 5% of our customer contracts in relation to the Proflex Division include clauses for liquidated
damages.
Our agreements with customers typically require us to provide, without any additional charge, assistance and facilities
required for inspection and tests of our engineering services, which may be undertaken either by our customers or by
any external third party.
Our contracts typically require us to indemnify our customers from any liabilities and expenses incurred due to defects
and damages in connection with performance of engineering service and supplies. Customers can enforce such
indemnities against us, unless such defect, damage, or delay is caused due to the customer’s wilful misconduct, fraud,
gross negligence or wilful misrepresentation. Under our agreements with our customers, we are liable to pay liquidated
damages for any delay in the supply of products. These liquidated damages typically range from 0.15% to 0.5% of the
total contract or purchase order value, per week of delay, and are typically capped at 5% of the total contract or
purchase order value. While there have been no instances of liquidated damages paid by the Company to its customers
in Fiscals 2025, 2024 and 2023, we cannot assure you that we may be required to pay liquidated damages in the future.
Our contracts also require us to provide warranty against the products and engineering services which we have
provided, which requires us to repair or replace the goods or services furnished, which fail to comply with the
specifications prescribed by our customers, during the warranty/ defect liability period. The warranty/ defect liability
period typically lasts for 12 to 24 months from commissioning/ operational start-up of the relevant project or for a
period of 12 to 24 months from the date of delivery of the goods or completion of project. Further, in the event we
replace or repair any goods, we are required to provide an additional warranty on such repaired or replaced goods,
which is typically provided for a period of 6 to 12 months or the pendency of the defect liability period/warranty
period, whichever is longer. While our Company has not incurred any amount towards settlement of warranty claims
in the Fiscal 2025, Fiscal 2024, and Fiscal 2023, we cannot assure you that we may be required to incur amounts
towards settlement of warranty claims in the future.
Accordingly, our customers typically require us to undertake or provide performance bank guarantees for such quality
and delivery related obligations which can be enforced against us in case of defective or damaged products or delay
in delivery of the products or services supplied by us. The performance bank guarantees which we are required to
furnish to our customers typically range from 2.5% to 5% of the total contract value of the order. For certain customers,
the performance bank guarantee is released upon satisfactory completion of the work, for other customers the period
of the performance bank guarantee typically extends until the period of warranty/defect liability period or for a period
of 12-24 months from the date of completion or from the date of commissioning/ operational start-up of the relevant
project or from the date the completion of defects liability period. While there has been no instance in the Fiscal 2025,
Fiscal 2024, and Fiscal 2023, when a performance bank guarantee was invoked by a customer, we cannot assure you
that our products would meet the required performance standards and our Customers would not invoke such
performance bank guarantee in the future.
There can be no assurance that our Company will meet the relevant quality requirements in respect of the products
manufactured by us in the future. If any such event were to occur in future, it may have a material adverse effect on
our business, results of operations, financial condition, cash flows and future prospects.
4. Our net cash flow from operating activities has reduced over Fiscal 2023 to Fiscal 2024. If the cash flow from
operations continues to remain subdued, we may have to curtail our scale of business, and we may be unable to
meet our financial obligations which may impact our overall financial stability and performance.
Our net cash flow from operating activities has reduced over Fiscal 2023 to Fiscal 2024 from ₹289.70 million to ₹
56.59 million primarily due to increase in our working capital requirements wherein our net working capital
requirements increased from ₹ 1,450.64 million in Fiscal 2023 to ₹2,148.45 million in Fiscal 2024. Increase in working
capital requirements was due to decrease in trade payables from ₹1,341.16 million in Fiscal 2023 to ₹933.14 million
in Fiscal 2024, increase in inventories from ₹1,746.33 million in Fiscal 2023 to ₹1,958.02 million in Fiscal 2024 and
increase in trade receivables from ₹1,192.15 million in Fiscal 2023 to ₹1,389.60 million in Fiscal 2024. Decrease in
trade payables was due to a shift in purchasing strategy of our Company where our Company increased import of raw
materials from ₹1,078.86 million in Fiscal 2023 to ₹1,717.18 million in Fiscal 2024. Typically, we rely on higher
credit on raw material sourced from domestic sources while the imported raw materials are against buyer’s credit. As
our dependence on import of raw materials increased, our buyer’s credit increased from ₹ 379.26 million in Fiscal
2023 to ₹ 1,024.13 million in Fiscal 2024. The table below sets out our cash flow from operating activities in the Fiscal
2025, Fiscal 2024, and Fiscal 2023:
30Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
(in ₹ million) (in ₹ million) (in ₹ million)
Operating cash flow before working capital changes 1,250.61 888.73 702.78
Adjustments for working capital related changes (680.09) (650.84) (291.86)
Direct taxes paid - Net of refunds (214.63) (181.30) (121.22)
Net cash flows from operating activities 355.89 56.59 289.70
We expect our business to remain working capital intensive. For details, see “- Our business is working capital
intensive. If we are unable to maintain our working capital requirements at an optimal level, our business prospects,
results and financial condition could be adversely affected” on page 38. If we are unable to generate stable net cash
from operating activities consistently, we may be required to curtail our scale of operations, enter into sourcing
arrangements which may adversely impact our cost of raw materials and in effect our operating margins, require us to
rely on external borrowings to meet such shortfalls or may require us to raise further equity to support our business
operations.
5. Some of our Directors and Promoters may have interest in entities, which are in businesses similar to ours and this
may result in conflict of interest with us. Further, our Subsidiaries are in the same line of business as us, which
may result in a conflict of interest.
As of the date of this Prospectus, some of our Directors and Promoters are interested in certain firms or ventures that
are engaged in the same business as ours. In specific, (i) Girishbhai Manibhai Patel, Vipinbhai Kantilal Patel, Malav
Girishbhai Patel, Chirag Hasmukhbhai Patel and Aditya Vipinbhai Patel are shareholders and directors in Phenix
Engineering Services Private Limited and Phenix Building Solutions Private Limited, respectively; and (ii) Birva
Chirag Patel, are shareholders in Phenix Engineering Services Private Limited.
Further our Subsidiaries, PBSPL and PCTI which are engaged in the same line of business as that of our Company.
Our Company ensures necessary procedure and practices as permitted by laws and regulatory guidelines to address
any conflict situations as and when they arise.
We cannot assure you that our Directors and our Promoters will not provide competitive services or otherwise compete
in business lines in which we are already present or will enter into in the future. In such event, our business, financial
condition and results of operations may be adversely affected.
6. We derive a portion of our revenues from few customers and repeat orders which we identify as orders placed by
customer groups that have placed orders with our Company previously. For Fiscal 2025, 57.32% of our
consolidated revenue from operations was derived from repeat customers, and 42.64% was contributed by our top
five customer groups. Any loss of, or a reduction in the repeat orders received by us could adversely affect our
business, results of operations, financial condition and cash flows.
We derive a portion of our revenue from operations from few customers and repeat orders from customers groups
which we identify as orders placed by customer groups that have placed orders with our Company previously. Our
revenues from repeat orders from customers for the Fiscal 2025, Fiscal 2024, and Fiscal 2023 is as set out below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenues from repeat customers* (in ₹ million) 5,666.87 5,824.51 5,776.98
Revenues from repeat customers as % of our 57.32% 73.26% 65.61%
consolidated revenues from operations
* Revenues from repeat customers is revenues from customers and/ or customer groups where our Company would have recognized revenues
from such customer and/ or customer groups in at least one fiscal during the last three fiscals preceding the fiscal for which the data is being
disclosed.
We have historically been dependent, and expect to depend, on such customers groups and on repeat orders, for a
portion of our revenue and the loss of any them for any reason (including due to loss of, or termination of existing
arrangements, limitation to meet any change in quality specification, customization requirements, or change in
construction technology; disputes with a customer; adverse changes in the financial condition of our customers, such
as possible bankruptcy or liquidation or other financial hardship or change in business practices of our customers)
could have a material adverse effect on our business, results of operations, financial condition and cash flows. The
loss of any customer group for any of the aforementioned reason will result in a loss of revenue from each customer
from such customer group. The table below sets out the number of customers and/ or customer groups, number of
repeat customers and/ or customer groups in the Fiscal 2025, Fiscal 2024, and Fiscal 2023:
31Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of Number of repeat Number of Number of repeat Number of Number of repeat
customer and/or customer and/or customer and/or customer and/or customer and/or customer and/or
customer groups customer groups customer groups customer groups customer groups customer groups
787 246 826 297 741 254
The table set forth below provides the revenue contribution and revenue contribution as a percentage of our revenue
from operations of our largest customer group, our top 5 customer groups and our top 10 customer groups, for the
Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Customers Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue As a percentage Revenue As a percentage Revenue As a percentage
contribution of the revenue contribution of the revenue contribution of the revenue
(In ₹ millions) from operations (In ₹ millions) from (In ₹ millions) from
(%) operations (%) operations (%)
Largest customer 1,454.33 14.71% 1,014.07 12.75% 1,614.65 18.34%
group
Top 5 customer 4,214.80 42.64% 2,857.43 35.94% 3,063.57 34.79%
groups
Top 10 customer 5,425.68 54.89% 3,681.09 46.30% 4,121.49 46.81%
groups
* While more than 50% of our revenue from operations for the Fiscal 2025 originates from our top 10 customers, our Company is unable to
disclose the names of these customers due to reasons of confidentiality.
We expect that we will continue to be reliant on certain customer groups for the foreseeable future. Accordingly, any
failure to retain these customers and/or negotiate and execute contracts with such customers on terms that are
commercially viable, could adversely affect our business, financial condition and results of operations. In addition,
any defaults or delays in payments by a major customer or insolvency or financial distress of any major customer may
have an adverse effect on business, financial condition and results of operations. Our reliance on a select group of
customers may also constrain our ability to negotiate our arrangements, which may have an impact on our profit
margins and financial performance.
Many of the purchase orders we receive from our customers specify the requirements of the customers and a delivery
schedule. However, such orders may be amended or cancelled prior to completion. The table below sets forth details
in relation to orders which were cancelled prior to completion in Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Value of cancelled orders (In ₹ millions) 42.50 1,930.51 72.82
Cancelled orders as a percentage of revenue from operations (%) 0.43% 24.28% 0.83%
While the Company does not have a policy on cancelled orders, in case of cancellation of order, the Company recovers
design charges, work done till cancellation date, and loss on account of special materials, as per the agreements with
our customers. Any cancellation or termination by our customers or delay or reduction in their orders or instances
where anticipated orders fail to materialize can result in mismatch between our inventories of raw materials and of
manufactured products, thereby increasing our costs relating to maintaining our inventory and reduction of our
margins. For instance, we entered into contracts in Fiscal 2023 for the construction of two factory buildings for an
aggregate purchase order value of ₹1,820.68 million (exclusive of GST). We had commenced work on the project.
However, the project was abandoned, and the contract was terminated. The customer has paid us for actual cost
incurred on the project and compensated us for the loss of profit. Should such a cancellation take place, it may
adversely impact our production schedules and inventories, and therefore adversely affect our profitability and
liquidity. Further, we may not find any customers or purchasers for the surplus or excess capacity, in which case we
would be forced to incur a loss.
7. Our raw material cost constitutes a majority percentage of our total expenses. During Fiscal 2025, 82.69% of our
raw materials were procured from our top five suppliers, calculated as a percentage of the total cost of materials
consumed, including changes in inventories of finished goods, stock in trade, and work in progress. Any increase
in the prices, availability and quality of raw materials could adversely affect our reputation, business, results from
operations, financial conditions and cash flows. We rely on limited suppliers for our primary raw material steel,
loss of these suppliers may have an adverse effect on our business, results of operations and financial conditions.
We undertake procurement of raw materials from both domestic and international sources based on factors including
but not limited to market availability, pricing and quality. The primary raw materials which we utilize at our
Manufacturing Facilities consists of steel in various descriptions and thickness, including hot rolled plates, hot rolled
coils, galvanized iron coils, hot rolled sections, pre-painted galvalume coils. Steel prices fluctuate based on a number
of factors, such as, the availability and cost of raw material inputs, fluctuations in domestic and international demand
32and supply of steel and steel products, international production and capacity, fluctuation in the volume of steel imports,
transportation costs, protective trade measures and various social and political factors, in the economies in which the
steel producers sell their products. The table below sets out our cost of raw materials consumed in the Fiscal 2025,
Fiscal 2024, and Fiscal 2023 and such expenses as a percentage of our total expenses for the same periods:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
In ₹ millions As a In ₹ millions As a In ₹ millions As a
percentage of percentage of percentage of
total total total
expenses (%) expenses (%) expenses (%)
Cost of raw materials consumed 5,980.82 66.85% 5,107.84 68.34% 6,052.31 71.75%
including (increase)/decrease in
inventories of finished goods, stock in
trade and work in progress
The table below sets out the raw materials consumed from domestic suppliers and suppliers from outside India,
including as a percentage of our total cost of materials consumed including (increase)/decrease in inventories of
finished goods, stock in trade and work in progress in Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
In ₹ As a % of total cost In ₹ As a % of total cost In ₹ As a % of total cost
millions of materials millions of materials millions of materials
consumed including consumed including consumed including
(increase)/decrease (increase)/decrease (increase)/decrease
in inventories of in inventories of in inventories of
finished goods, stock finished goods, stock finished goods, stock
in trade and work in in trade and work in in trade and work in
progress progress progress
Raw material 4,360.79 72.91% 3,720.95 72.85% 5,195.76 85.85%
consumption
from domestic
suppliers*
Raw material 1,620.03 27.09% 1,386.89 27.15% 856.55 14.15%
consumption
from suppliers
outside India*
Total Cost of 5,980.82 100.00% 5,107.84 100.00% 6,052.31 100.00%
materials
consumed*
* including (increase)/decrease in inventories of finished goods, stock in trade and work in progress
The table below sets out the raw materials which we have obtained from our top three suppliers, top five suppliers and
top 10 suppliers together with such supply as a percentage of our total cost of raw materials consumed in the Fiscal
2025, Fiscal 2024, and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Raw materials As a % of cost Raw materials As a % of cost Raw materials As a % of cost
procured (in ₹ of materials procured (in ₹ of materials procured (in ₹ of materials
millions) consumed millions) consumed millions) consumed
including including including
(increase)/decre (increase)/decre (increase)/decre
ase in ase in ase in
inventories of inventories of inventories of
finished goods, finished goods, finished goods,
stock in trade stock in trade stock in trade
and work in and work in and work in
progress progress progress
Top three 4,084.34 68.29% 2,682.13 52.51% 2,808.64 46.41%
suppliers
Top five 4,945.37 82.69% 3,262.51 63.87% 3,965.38 65.52%
suppliers
Top 10 suppliers 5,512.37 92.17% 4,218.74 82.59% 4,617.68 76.30%
* While more than 50% of our raw materials sourced originates from our top 10 suppliers, our Company is unable to disclose the names of
these suppliers due to reasons of confidentiality.
We have not entered into long-term contracts with our raw material suppliers and all our procurements and supplies
are by way of purchase orders which govern the commercial terms, including but not limited to the minimum product
33standards, quantity and price. In the absence of long-term contracts establishing formal exclusive relationships between
us and such parties, we cannot assure you that we will be able to procure raw materials on favourable terms.
If our leading suppliers discontinue supply to our Company for reasons including due to commercial disagreements,
insolvency of the supplier or supply chain issues, we may be unable to source our raw materials from alternative
suppliers on similar commercial terms or within a reasonable timeframe. This may adversely impact our production
and eventually our business, results of operations, financial conditions and cash flows. In such a scenario, we may also
breach contractual terms of delivery and installation which we have entered into with our customers, which may have
an adverse impact on our results of operations, financial conditions and cash flows.
8. Our business is dependent on our design and engineering teams to accurately carryout the pre-approval
engineering studies for potential orders. Inability of our design and engineering teams to accurately estimate the
cost of the project and to execute an order would have an adverse impact on our business, results of operations,
financial condition and cash flows.
Our manufacturing processes are supported by our in-house design and engineering offices at Hyderabad, Chennai
and Ahmedabad which enable us to offer comprehensive solutions in the pre-engineered steel construction solutions
space and in the self-supported steel roofing space, as well as to continually undertake incremental enhancements and
improvements of our processes and designs. As of March 31, 2025, our in-house design and engineering teams consists
of 98 employees.
We design, manufacture and install pre-engineered buildings as per the customized requirements of our customers.
Inability of our design and engineering teams to accurately estimate the cost of the project and to execute an order,
would have an adverse impact on our business, results of operations, financial condition and cash flows. While our
design process and design team allows us to develop new and differentiated products and respond to evolving industry
trends and sectors and our customers’ preferences, delays in introducing new products or services which will be
suitable for any new industry sectors or failure to offer products at competitive prices may cause existing and potential
customers to purchase our competitors’ products. We have licensed certain software in computer aided design
technology and manufacturing, which are used by our design and engineering team to effectively achieve the design
and detailing parameters based on our customers’ requirements. We also incur costs in procurement of software and
regular renewal of licenses in connection with such software. In the event, such software does not provide the desired
output or such software fails, we may incur business losses. Further, if we increase the number of employees and do
not correspondingly obtain appropriate software licensing, it may have an impact on our productivity. There is no
assurance that our competitors will not be able of increase the designing efficiency of their products by using latest
technology and offer attractive prices to the customers, without affecting their margins.
9. Our Subsidiary, Phenix Construction Technologies Inc. has incurred losses in Fiscal 2023 and 2024 and may do
so in the future, which could have a material adverse effect on our business, prospects, financial condition, cash
flows and results of operations.
Our Subsidiary, Phenix Construction Technologies Inc. incurred losses in Fiscal 2024 and Fiscal 2023. Phenix
Construction Technologies Inc incurred losses due to a reduced inflow of orders, which resulted in lower revenues,
resulting in a loss due to the inability to absorb fixed costs. The table below sets forth details in relation to the revenue
from operations, total expenses and profits/ (losses) incurred by Phenix Construction Technologies Inc. during the
Fiscal 2025, Fiscal 2024, and Fiscal 2023:
(in ₹ million)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue from operations 615.23 120.81 354.19
Total expenses* 602.50 149.80 400.73
Profits/ (losses) 12.73 (28.99) (46.54)
* Total expenses means cost of materials consumed and operational expenses, employee benefit expense, changes in inventories of finished
goods, stock in trade and work in progress, finance cost, depreciation and amortization expense and other expenses.
Profitability for Phenix Construction Technologies Inc. is largely dependent on two factors:
• Scale of operations: Our customers based out of United States of America (“USA”) have a choice to place
orders either directly to our Company or through our subsidiary Phenix Construction Technologies Inc.,
depending on payment terms, warehousing requirements, local laws as well as customer preference amongst
others. As fixed costs and overheads remain stable irrespective of revenues for the period, the profitability
changes significantly with change in revenues from operations.
• Cost of materials sold: Phenix Construction Technologies Inc. sources material either fully from our
Company or partially from our Company and partially from other suppliers in the USA. The cost of materials
34sold which includes cost of materials consumed & operational expenses and changes in inventories may have
a significant impact on profitability. For instance, cost of materials consumed & operational expenses and
changes in inventories which was 96.50% in Fiscal 2023 decreased to 82.10% in Fiscal 2024.
In light of the above and in order to continue their operations, with the flexibility and delivery commitments desired
by our customers our Subsidiaries may require continual financial support from our Company either as debt or as
equity. We may not have the ability to provide such support on a continual basis. Such financial support is also subject
to limitation under applicable Indian and US laws.
10. We have not yet placed orders in relation to the capital expenditure for the purchase of equipment and machinery,
building works, solar rooftop grid and transport vehicles at our Manufacturing Facilities. In the event of any delay
in placing the orders, or in the event the vendor is not able to provide the equipment and machinery, building works,
solar rooftop grid and transport vehicles in a timely manner, or at all, it may result in time and cost overruns and
our business, prospects and results of operations may be adversely affected. Further, such proposed capital
expenditure may not result in an increase in revenue from operations for our Company.
We intend to utilize a portion of the Net Proceeds for funding capital expenditure requirements towards the purchase
of equipment and machinery, building works, solar rooftop grid and transport vehicles at our Manufacturing Facilities.
While we have procured quotations from vendors in relation to the capital expenditure to be incurred, we have not
placed orders for the capital expenditure proposed to be funded from the Net Proceeds and have not entered into any
definitive agreements with the vendors in relation to such capital expenditure as of the date of this Prospectus. For
details in respect of the foregoing, see “Objects of the Offer” on page 114. Such bids are valid for a certain period of
time and may be subject to revisions, and other commercial and technical factors. We cannot assure you that we will
be able to undertake such capital expenditure within the cost indicated by such bid or that there will not be cost
escalations. Further, the actual amount and timing of our future capital requirements may differ from our estimates as
a result of, among other things, unforeseen delays or cost overruns, unanticipated expenses, regulatory changes, design
changes and technological changes. In the event of any delay in placing the orders, or an escalation in the cost of
acquisition of the equipment/ machinery or in the event the vendor is not able to provide the equipment/ machinery in
a timely manner, or at all, we may encounter time and cost overruns. Further, if we are unable to procure the requisite
equipment/ machinery from the vendors from whom we have procured bid, we cannot assure you that we may be able
to identify alternate vendor to provide us with the materials which satisfy our requirements at acceptable prices. Our
inability to procure the machinery and equipment at acceptable prices or in a timely manner, may result in an increase
in capital expenditure, the proposed schedule of implementation and deployment of the Net Proceeds may be extended
or may vary accordingly, thereby resulting in an adverse effect on our business, prospects and results of operations.
We expect the proposed capital expenditure to complement our existing facilities and help us in increasing our scale
of operations. As of June 30, 2025, we had an order book of ₹8,428.38 million. For details in relation to our installed
capacity and capacity utilisation, see “Our Business- Strengths- Strategically located manufacturing facilities for PEBs
with comprehensive in-house design and engineering capabilities and 14 mobile manufacturing units for self-
supported roofing systems”, on page 211. However, there is no assurance that the capital expenditure incurred towards
the purchase of equipment and machinery, building works, solar rooftop grid and transport vehicles at our
Manufacturing Facilities will result in an increase in revenue from operations of our Company.
11. Our business includes business from government or government owned entities, where we are the sub-contractors
in such projects, which subjects us to a variety of risks including adverse changes in government policies or
priorities, or additional regulatory scrutiny.
Our business includes business from government or government owned entities. Set out below is the revenue generated
from projects awarded by the government or government owned entities, together with such revenue as a percentage
of revenue from operations for the Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue As a Revenue As a Revenue As a
contribution (In percentage of contribution percentage of contribution percentage of
₹ millions) the revenue (In ₹ millions) the revenue (In ₹ the revenue
from from millions) from
operations (%) operations (%) operations (%)
Government and 122.57 1.24% 112.44 1.41% 588.89 6.69%
government entities
Our revenue contribution from the government and government entities is largely dependent on orders/tenders that we
win which in turn is dependent on relevant orders/tenders made available by government and government entities, our
expectation of pricing, and our management’s strategy to apply for orders/tenders. During Fiscal 2023, the Company
was part of several projects in the agriculture and warehousing & logistics sectors. As some of these projects were
35completed and our Company was not able to replace such projects, our revenues from operations from government
and government entities for Fiscal 2024 and Fiscal 2025 decreased vis-à-vis Fiscal 2023.
We cannot assure you that government policies 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 in 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 and government owned entities 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 governments and government owned entities.
Contracts with governments and government owned entities are typically based on the contract finalized by the relevant
entity. As a result, our ability to negotiate the terms of these contracts is limited and such terms tend to favour the
government owned entities. Any of the foregoing could adversely affect our business, financial condition and results
of operations. While there has been no material instance Fiscal 2025, Fiscal 2024, and Fiscal 2023, for delay in
payments against the invoices in the commercial transactions with governments, we cannot assure you that there won’t
be any delays in the future.
12. Our business is exposed to risks on account of order cancellations, which may adversely impact our revenue from
operations, cash flows and financial conditions.
Our business is exposed to risks on account of order cancellations, which may adversely impact our revenue from
operations, cash flows and financial conditions. The table below sets forth details in relation to orders which were
cancelled prior to completion in Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Value of cancelled orders (In ₹ millions) 42.50 1,930.51 72.82
Cancelled orders as a percentage of revenue from operations (%) 0.43% 24.28% 0.83%
Any cancellation or termination by our customers or delay or reduction in their orders or instances where anticipated
orders fail to materialize can result in mismatch between our inventories of raw materials and of manufactured
products, thereby increasing our costs relating to maintaining our inventory and reduction of our margins. For instance,
we entered into contracts in Fiscal 2023 for the construction of two factory buildings for an aggregate purchase order
value of ₹1,820.68 million (exclusive of GST). We had commenced work on the project. However, the project was
abandoned, and the contract was terminated. The customer has paid us for actual cost incurred on the project and
compensated us for the loss of profit. Should such a cancellation take place, it may adversely impact our production
schedules and inventories, and therefore adversely affect our profitability and liquidity. Further, we may not find any
customers or purchasers for the surplus or excess capacity, in which case we would be forced to incur a loss.
13. The global nature of our operations exposes us to risks that could materially adversely affect our business, results
of operations, financial condition, cash flows and future prospects.
In Fiscal 2025, Fiscal 2024, and Fiscal 2023, we manufactured products and supplied services to domestic customers
and overseas customers including from US, Brazil, South Africa, Qatar, Sri Lanka, Morocco, Nigeria, Kenya and
Seychelles. We have experienced downward fluctuations in our revenues from our operations outside India from Fiscal
2023 to Fiscal 2024. The reduction in our revenue from operations outside India in Fiscal 2024 as compared to Fiscal
2023 was primarily due to reduction in sales from certain geographies that we export to. Any such further fluctuations,
if they occur, may adversely affect our profitability, results of operations and financial condition. The table below sets
forth the revenue contribution from our operations outside India and such revenue contribution as a percentage of our
revenue from operations in Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % of revenue Revenue % of revenue Revenue % of revenue
contribution (in from operations contribution (in from operations contribution (in from operations
₹ million) (%) ₹ million) (%) ₹ million) (%)
Revenue 645.98 6.53% 191.99 2.41% 602.57 6.84%
from our
operations
outside India
Our multinational operations are subject to inherent risks, including, but not limited to:
36• entry barrier and difficulties in establishing brand recognition;
• uncertainties in cooperation with new local business partners, logistics and transportation partners;
• exposure to expropriation or other government actions in new regions;
• increased costs related to raw materials and marketing our products in new regions;
• start-up costs related to establishing offices, infrastructure and services in new regions;
• longer accounts receivable collection periods and greater difficulty in accounts receivable collection due to
lower bargaining power in a less familiar market;
• potential foreign exchange and repatriation controls on foreign earnings, exchange rate fluctuations and
currency conversion restrictions;
• the burden of complying with a variety of foreign laws, including delays or difficulties in obtaining
government approvals and permits, import and export licenses, and regulations and unexpected changes in
the legal and regulatory environment, including changes to import and export regulations;
• potentially adverse tax consequences, including tax consequences which may arise in connection with
intercompany pricing for transactions between separate legal entities within a group operating in different tax
jurisdictions;
• credit risk and higher levels of payment fraud;
• inability to obtain adequate insurance; and
• political and economic instability including potential for political unrest, war or acts of terrorism in countries
in which we operate.
We may be unsuccessful in developing and implementing policies and strategies that shall be effective in managing
these risks in each country where we do business or plan to do business. Our failure to manage these risks successfully
could adversely affect our business, operating results and financial condition. Further, we may face competition in
other countries from companies that have more experience with operations in such countries or with international
operations generally. We may not be able to compete with such companies if we are unable to offer competitive
products at better price points which appeal to consumers in such markets. If we are unable to successfully build our
brand reputation in the international markets, it may limit our ability to grow our business. Also, by expanding into
new regions and markets, we may be exposed to liability and could lose some or all of our investment in such regions,
as a result of which our business, financial condition and results of operations could be adversely affected.
14. The market share of the unorganized industry in the pre-engineered steel buildings industry is higher as capital
investment is not required for entering the market.
According to the CRISIL Report, the unorganised market in the PEB industry accounts for 53-58% of the overall
market, as high capital investment is not required for entering the PEB market. As of Financial Year 2025, the
organised industry held a 42-47% revenue market share in the overall industry (Source: CRISIL Report). While, the
organised sector has an edge over the unorganised sector in terms of a reliable track record, maximised supply chain
capabilities, quality engineering services and products due to which there has been a growing shift towards the
organised sector, due to the increasing demand for standardised pre-engineered structures, the scope of product
differentiation becomes limited, which puts additional price pressure and exposes the key players to high
competitiveness (Source: CRISIL Report).Also see “Our Business - Competition” on page 248. Our Company may
not be able to increase its market share due to factors such as increased competition in the PEB industry.
15. Our business is working capital intensive. If we are unable to maintain our working capital requirements at an
optimal level, our business prospects, results and financial condition could be adversely affected.
We have continuous working capital requirements for maintaining sufficient raw material, stores and inventories of
finished products, sundry debtor and other current assets during the course of our business operations. The key
components of our working capital requirement and our net working capital requirements for the Fiscal 2025, Fiscal
2024, and Fiscal 2023 are set in the table below:
37Particulars Fiscal 2025* Fiscal 2024 Fiscal 2023
(in ₹ million) as number of (in ₹ million) as number of (in ₹ million) as number of
days of days of days of
revenues from revenues from revenues from
operations* operations* operations *
Inventories 3,223.76 119 1,958.02 90 1,746.33 72
Trade Receivables 1,923.56 71 1,389.60 64 1,192.15 49
Other financial and 1,170.45 43 707.57 32 761.74 32
current assets
(excluding cash and
cash equivalents)
Trade Payables 2,266.43 84 933.14 43 1,341.16 56
Other financial and 1,197.12 44 973.60 45 908.42 38
current liabilities
Net Working capital 2,854.22 106 2,148.45 99 1,450.64 60
requirements
* computed as the respective particulars divided by daily Revenues from Operations wherein the Daily Revenues from Operations is computed
as Revenues from Operations divided by 365 for Fiscal 2025, Fiscal 2024 and Fiscal 2023.
Our contracts with customers generally do not include a raw material price variation clause and therefore our Company
is required to maintain inventories of raw materials to ensure that when we submit quotations to a customer for a
project, we have a high degree of certainty on raw material prices. Our trade receivables indicate the credit terms that
we offer to our customers over the last three Fiscals has varied between 49 days and 71 days of our restated
consolidated revenues from operations. Our other financial and current assets (excluding cash and cash equivalents)
primarily includes other bank balances comprising of margin money deposits, loans and advances to employees, other
financial assets comprising of interest receivable and other current assets comprising of advances to suppliers, balance
with government authorities, advance to employees and prepaid expenses which over the last three Fiscals has varied
between 43 days and 32 days. This is partially offset by the credit we receive from our suppliers and our other financial
and current liabilities. Over the last three Fiscals, our trade payables have varied between 84 days and 43 days of our
restated consolidated revenues from operations. Our other financial and current liabilities primarily include lease
liabilities, other payables, short term provisions, advances from customers and statutory dues and have varied between
45 days to 38 days in the last three Fiscals.
As our business expands, we expect our requirements for working capital to also increase and while a part of the Net
Proceeds are expected to be utilized towards our incremental working capital requirements, we might not be able to
provide sufficient collateral to secure the letters of credit, bank guarantees or performance bonds which may limit our
ability to enter into new contracts. Although we tie up our working capital requirements with our lenders, however,
such tie-ups may not be sufficient to meet our working capital requirements in future, considering our expansion plans.
Also, there can be no assurance that the budgeting of our working capital requirements for a particular year shall be
accurate. There may be situations wherein we may under-budget our working capital requirements, in which case there
may be delays in arranging additional working capital, which may consequently disrupt the ongoing operations at our
Manufacturing Facilities leading to loss of reputation, and an adverse effect on the cash flows.
16. Our current order book and our growth rate may not be indicative of the orders we will receive in future. Any
delays, modifications in execution, modifications or cancellations of our orders expose us to revenue volatilities
adversely impacting our revenue from operations, cash flows and financial conditions.
As of June 30, 2025, we had an order book of ₹8,428.38 million. Set out below is the split of our order book from our
Phenix and Proflex Division, as of June 30, 2025, March 31, 2025, as of March 31, 2024, and as of March 31, 2023:
Division Order book Order book Order book Order book
contribution (in ₹ contribution (in ₹ contribution (in ₹ contribution (in ₹
million) as of June million) as of March million) as of March million) as of
30, 2025 31, 2025 31, 2024 March 31, 2023
Phenix Division 6,335.66 6,129.93 4,378.47 3,206.35
Proflex Division 2,092.72 1,898.78 1,528.27 1,071.48
Total 8,428.38 8,028.71 5,906.74 4,277.83
Our order book may be materially impacted if the time taken or amount payable for completion of any ongoing order
of our Company exceeds the contractual estimate. The growth of our order book is a cumulative indication of the
revenues that we expect to recognise in future periods with respect to our existing contracts. We cannot assure you
that the income anticipated in our order book will be realised or if realised, will be realised on time or result in profits.
38In the last three Fiscals, we have had one major instance of termination of a contract in connection with the supply and
installation of a PEB and few minor instances of termination of contracts. For details, see “Risk Factors- We derive a
portion of our revenues from few customers and repeat orders which we identify as orders placed by customer groups
that have placed orders with our Company previously. For Fiscal 2025, 57.32% of our consolidated revenue from
operations was derived from repeat customers, and 42.64% was contributed by our top five customer groups. Any loss
of, or a reduction in the repeat orders received by us could adversely affect our business, results of operations,
financial condition and cash flows” on page 32 there can be no assurance that the orders will not be cancelled or
terminated prematurely in the future, and our Company will receive any applicable termination payments in time or at
all or that the amount paid will be adequate to enable our Company to recover its investments in respect of the
prematurely cancelled order. In such events, we may have to bear the actual costs for such production incurred by us
which may exceed the agreed work as a result of which, our future earnings may be lower from the amount of the
order book and if any of the forgoing risks materialize, our cash flow position, revenues and earnings may be adversely
affected.
The completion of our orders involves various execution risks which may make us unable to complete our orders
within the scheduled time including order delays, modifications in the scope or cancellations may occur from time to
time, due to delay in payments by our customers or due to our own defaults, incidents of force majeure, cash flows
problems, regulatory delays and any other factor beyond our control. In view of the above, orders can remain in our
order book for extended periods of time because of the nature of the order and the timing of the services required by
our customers. Delays in the completion of an order may lead to delay in payments from our customers.
We cannot assure you that in future we would not default on any of the existing terms of our orders resulting in the
payment of liquidated damages. Such delays in the execution of orders results in the cost overruns and affects our
payment milestones subsequently impacting our revenue recognition method. Such delays also expose our business to
revenue volatility thereby creating an adverse impact on our revenue, cash flows and financial conditions. We may not
be able to maintain and enhance our production capabilities within scheduled time or implement our production plans
effectively at all.
17. Our working capital cycle may be adversely affected due to the increased inventory holding.
We have continuous working capital requirements for maintaining sufficient inventories during the course of our
business operations. The details of our inventories along with their respective holding periods for Fiscal 2025, Fiscal
2024 and Fiscal 2023 are as set out below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ as number (in ₹ as number (in ₹ as number
million) of days of million) of days of million) of days of
revenues revenues revenues
from from from
operations* operations* operations *
Inventory of Materials & Bought Outs 2,807.04 104 1,584.43 73 1,412.79 59
Inventory of Work in Progress 100.38 4 63.18 3 104.36 4
Inventory of Finished Goods 126.21 5 164.65 8 97.52 4
Inventory of Stock in Trade - - 29.06 1 11.36 0
Inventory of Stores & Packing Material 190.13 7 116.70 5 120.30 5
Inventories 3,223.76 119 1,958.02 90 1,746.33 72
* computed as inventory for the respective period divided by daily Revenues from Operations wherein the Daily Revenues from Operations is
computed as Revenues from Operations divided by 365 for Fiscal 2025, Fiscal 2024 and Fiscal 2023.
Over the last three Fiscals, our total inventories have varied between 72 days and 119 days of our revenue from
operations. Factors affecting the inventory levels leading to higher inventory levels include:
• Materials & Bought Outs: Management expectation of business potential in the near future and the expected
lead time for receipt of raw materials and bought-out components primarily because of (i) increase in Order
Book from ₹5,906.74 million as at end of Fiscal 2024 to ₹ 8,028.71 million as at end of Fiscal 2025 (ii)
increase in inventory on account of commissioning of the Cheyyar Facility, (iii) management expectation of
higher volatility in raw material prices.
• Work-in-progress: Goods which are at various stages of manufacturing and are dependent on dispatch
schedule for orders under execution.
• Finished Goods: Goods which have been already manufactured and are pending dispatch primarily due to
pendency of dispatch schedule from the customers, for logistical reasons, pendency of approvals or
documentation related to transportation.
39• Packing Material: Management expectation of business potential in the near future.
Increased inventories may consequently lead to an increase in the working capital cycle, thereby adversely affecting
our business, cash flows and results of operations. Many of the purchase orders we receive from our customers specify
the requirements of the customers and a delivery schedule. However, such orders may be amended or cancelled prior
to completion. Any cancellation or termination by our customers or delay or reduction in their orders or instances
where anticipated orders fail to materialize can result in mismatch between our inventories of raw materials and of
manufactured products, thereby increasing our costs relating to maintaining our inventory and reduction of our
margins.
18. We are dependent on third-party contract labourers for several aspects relating to our manufacturing activities.
Any disruption in the supply of contract labour or our inability to control the composition of our contract labour
could adversely affect our business, results of operations, financial conditions and cash flows.
Our operations are dependent on a large pool of contract labour and an inability to access adequate contract labour at
reasonable costs may adversely affect our business prospects and results of operations.
We engage a large number of contract labours depending on the requirements of labour-intensive projects. The number
of contract labours vary from time to time based on the nature and extent of work involved in our on-going projects.
As on March 31, 2025 we had hired 973 contract labourers.
We enter into arrangements with contractors for the recruitment of contract labour as per our requirements for a fixed
period of time. There is no assurance that we may be able to renew these arrangements on a timely basis or at all. We
do not have direct control over the timing or quality of the services and supplies provided by such third parties.
Contractors hired by us may be unable to provide the requisite manpower on a timely basis, or at all, or may be
subjected to disputes with their personnel, which, in turn, may affect production at our Manufacturing Facilities and
timely delivery of our products to our customers. Although our Company does not engage such contract labours
directly, we may be held responsible for any wage payments to be made to such contract labours in the event of default
by the independent contractors. While the amount paid in such an event can be recovered from the independent
contractor, any requirement to fund the wage requirements of the engaged labourers or delay in recovering such
amounts from the independent contractors may have an adverse effect on our cash flows and results of operations.
Any disruption to the supply of such labour for our Manufacturing Facilities or customer sites or our inability to control
the composition and cost of our contract labour could adversely affect our business, results of operations, financial
condition and cash flows. While no third-party contractors or agencies have materially defaulted or delayed in
contractual obligations with the Company, leading to adverse impacts or customer claims in Fiscals 2025, 2024 or
2023, there can be no assurance that such instances will not occur in the future. We are exposed to potential
employment-related risks from third-party contractor, which include legal and compliance issues, financial risks,
reputational damage, and operational disruptions. Further, India has stringent labour legislation that protects the
interests of workers, including legislation that sets forth detailed procedures for the establishment of unions, dispute
resolution and employee removal and legislation that imposes certain financial obligations on employers upon
retrenchment. We are also subject to laws and regulations governing relationships with employees, in such areas as
minimum wage and maximum working hours, overtime, working conditions, hiring and terminating of employees and
work permits. If labour laws become more stringent, it may become difficult for us to maintain flexible human resource
policies, discharge employees or downsize, any of which could have an adverse effect on our business, results of
operations, financial condition and cash flows.
19. We depend on third-party builders and erectors for timely completion of our projects. Any delay by third-party
builders in the execution of projects or adverse relation with such builders could have an adverse effect on our
business, future prospects and future financial performance.
We maintain relationships with builders/erectors who we identify and scrutinize based on their previous work
experience. While such third party erectors are responsible for implementation of the PEBs at the customers’ site, we
are responsible to the customer for the management, supervision and site engineering of the project on an overall basis.
The table below sets forth the building erection charges, together with such charges as a percentage of our total
expenses for the period stated below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (In ₹ As a Amount As a Amount As a
millions) percentage of (In ₹ millions) percentage of (In ₹ millions) percentage of
total expenses total expenses total expenses
(%) (%) (%)
Expense incurred 722.64 8.08% 579.60 7.76% 577.98 6.85%
towards erection and
installation
40We may face the risk of our building/ erection contractors not being able to deliver their obligations on time or default
in their delivery timelines. In the event we are unable to find an alternative building/erection contractor on a short
notice, our obligations towards our customers for timely completion of the orders will be adversely affected. In
addition, should the building contractors’ default on their work specifications to us, we may not be able to perform our
services for our customers in accordance with quality, schedules or specifications pre-agreed with our customers.
While there have been no instances in the Fiscal 2025, Fiscal 2024, and Fiscal 2023 where any of the building/erection
contractors had either materially defaulted on their contractual obligations or had caused a material delay in the
execution of our projects, we cannot assure you that there would be no such delays in the future or any default of the
contractual terms. Any default, non-performance or negligent act by our builders/erectors may result in us defaulting
on our obligations with our customers. In case our customers choose to initiate action against us due to such delays or
defects in our products, our financial performance and operating cash flows will be adversely affected.
The table below sets forth the number of external partners for erection and related services that we have worked with
in the Fiscal 2025, Fiscals 2024, and 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
External partners for erection and related services 97 73 83
20. Our Company proposes to expand its capacity through the Offer proceeds, despite low capacity utilization levels
over the past three years.
Our total PEB capacity is 103,800.00 MTPA. The table below sets forth the installed production capacity and the
capacity utilization of our Sanand Facility and our Cheyyar Facility for Fiscal 2025, Fiscal 2024 and Fiscal 2023:
Facility and Units As of and for the year ended As of and for the year ended As of and for the year ended
Product March 31, 2025 March 31, 2024 March 31, 2023
Segment Annual Actual Capacity Annual Actual Capacity Annual Actual Capacity
Installed Production Utilization* Installed Production Utilization* Installed Production Utilization*
Capacity* * Capacity* * Capacity* *
Sanand MTPA 72,000.00 45,556.49 63.27% 72,000.00 41,845.30 58.12% 72,000.00 43,483.19 60.39%
Facility-Pre-
Engineered
Buildings
Cheyyar MTPA 31,800.00 6,323.21 23.34%*** NA# NA# NA# NA# NA# NA#
Facility
As certified by Chetan Brahmania, Chartered Engineer, by way of certificate dated July 16, 2025.
Note: Installed capacity and actual production indicate the capacity for production of pre-engineered buildings which generally determines the
overall capacity of the manufacturing facility. This does not include the individual capacity for manufacturing specific primary and secondary
structural components for pre-engineered buildings, structural steel components such as beams, channels, hollow sections which generally form
part of the pre-engineered buildings.
* It is assumed operations of 365 days a year and 3-shift operation of 8 hours a day for calculation of Installed Capacity of respective facilities
of the Company.
# Our Cheyyar Facility was commissioned on May 23, 2024, with an existing capacity of 31,800 MTPA.
** Capacity utilization has been calculated on the basis of actual production during the relevant fiscal year divided by the aggregate installed
capacity of relevant manufacturing facilities as of the end of the relevant fiscal year.
*** Capacity utilization for the Cheyyar Facility for the year ended March 31, 2025 has been calculated by dividing the actual production for the
period by 85% of the annualized installed capacity.
Our Company proposes to expand its capacity through the Offer proceeds, despite low-capacity utilization levels over
the past three years. The proposed investments in our Phenix Division to increase capacity at the Sanand Facility from
72,000 MT to 92,000 MT and at the Cheyyar Facility from 31,800 MT to 76,800 MT is solely based on management
expectation of higher demand in domestic markets, improved export scenario, and higher penetration in southern part
of India through expected improvement in logistics costs owing to Cheyyar Facility while maintaining flexibility to
cater to large orders which may be contingent on tight delivery scheduled for project completion. While our Company’s
orderbook has increased from ₹4,277.83 million as of March 31, 2023 to ₹8,028.71 million as of March 31, 2025 and
subsequently to ₹8,428.38 million as of June 30, 2025, there can be no assurance that we will be able to achieve
optimum utilization for our existing capacity or the proposed increase in capacity.
Post completion of the capacity expansion by deploying the Offer proceeds towards capital expenditure if we are
unable to improve our capacity utilisation levels, it may adversely impact our future return on capital employed and
return on equity ratios.
21. The objects of the Offer for which funds have been raised and proposed deployment of the Net Proceeds of the
Offer have not been appraised by a bank or a financial institution. The deployment of funds is entirely at the
discretion of our management and as per the details mentioned in the section titled “Objects of the Offer”. Any
revision in the estimates may require us to reschedule our expenditure and may have a bearing on our expected
41revenues and earnings. Further, if there are any delays or cost overruns, our business, financial condition and
results of operations may be adversely affected.
We intend to utilise the Net Proceeds of the Offer as set forth in “Objects of the Offer” on page 114. The funding
requirements mentioned for the objects of the Offer are purely based on internal management estimates and have not
been appraised by any bank or financial institution. They are based on current conditions and are subject to change in
external circumstances such as financial and market conditions, business and strategy, competition, negotiation with
suppliers, variation in cost estimates on account of factors, including changes in design or configuration of the
equipment due to variation in prices which may not be within the control of our management. Our actual expenditure
may exceed our internal estimates which may have a bearing on our expected revenues and earnings further requiring
us to reschedule our planned expenditure. Further, the deployment of the funds towards the Objects of the Offer is
entirely at the discretion of our management. The exact amounts that shall be utilised from the Net Proceeds towards
the stated Objects shall depend upon our business plans, market conditions, our Board’s analysis of economic trends
and business requirements, competitive landscape, as well as general factors affecting our results of operations,
financial condition and access to capital. Further, if there are any delays or cost overruns, our business, financial
condition and results of operations may be adversely affected. Various risks and uncertainties, including those set forth
in this section, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth in our business. We
may also use funds for future businesses which may have risks different from what we currently face or may expect.
Accordingly, use of the Net Proceeds for purposes identified by our management may not result in actual growth of
our business, increased profitability or an increase in the value of our business.
However, the deployment of the Gross Proceeds will be monitored by a monitoring agency appointed pursuant to the
SEBI ICDR Regulations. We may have to reconsider our estimates or business plans due to changes in underlying
factors, some of which are beyond our control, such as interest rate fluctuations, changes in input cost, and other
financial and operational factors. Accordingly, prospective investors in the Offer will need to rely upon our
management’s judgment with respect to the use of Net Proceeds. If we are unable to deploy the Net Proceeds in a
timely or an efficient manner, it may affect our business and the results of operations. For further details, see “Objects
of the Offer” beginning on page 114.
22. We have had instance of delays in payments of statutory dues by our Company. Any delays in payment of statutory
dues may attract financial penalties from the respective government authorities and in turn may have an adverse
impact on our financial condition and cash flows.
We are subject to ongoing reporting and compliance requirements and are required to make payments of periodic
statutory dues, which we may not be able to undertake at all times. The table below sets forth details of statutory dues
paid by M&B Engineering Limited in relation to our employees for the years indicated:
Particulars Number of Statutory Number of Statutory Number of Statutory
employees as dues paid (₹ employees as dues paid (₹ employees as dues paid (₹
at March 31, in million) at March 31, in million) at March 31, in million)
2025* 2024* 2023*
The Employees Provident Fund 1,285 78.07 1,364 66.06 1,200 49.46
and Miscellaneous Provisions
Act, 1952 (“EPF”)
Employee State Insurance Act, 460 3.68 548 3.42 577 4.29
1948 ("ESI”)
Professional Taxes 1,450 3.32 1,406 3.06 1,232 3.17
Income Tax Act, 1961 (“TDS”) 374 72.81 316 59.15 311 49.70
Goods and Service Tax (“GST”) Not 292.45 Not 43.44 Not 48.76
applicable applicable applicable
Gratuity tax 1,046 26.19 643 8.31 610 9.66
* As on the last date of the respective financial year.
The above table does not include the information for Phenix Construction Technologies Inc. and Modtech Machines
Private Limited and includes information for Phenix Building Solutions Private Limited for the period that it was a
subsidiary of our Company.
The table below sets out details of non-payment, defaults or delays in payments of statutory dues in relation to our
Company for the years indicated:
Particulars March 31, 2025 Financial Year 2024 Financial Year 2023
Number of Amount Number of Amount Number of Amount
Instances delayed Instances delayed Instances delayed
(₹ in million) (₹ in million) (₹ in million)
EPF 0 0.00 2 3.81 0 0.00
42Particulars March 31, 2025 Financial Year 2024 Financial Year 2023
Number of Amount Number of Amount Number of Amount
Instances delayed Instances delayed Instances delayed
(₹ in million) (₹ in million) (₹ in million)
ESI 1 0.12 3 0.15 0 0.00
Professional Taxes 2 0.00 0 0.00 0 0.00
TDS 2 0.45 2 0.28 1 0.03
GST 1 0.09 22 3.03 0 0.00
Gratuity tax 0 0.00 0 0.00 0 0.00
Total 6 0.66 29 7.27 1 0.03
The above table does not include the information for Phenix Construction Technologies Inc. and Modtech Machines
Private Limited and includes information for Phenix Building Solutions Private Limited for the period that it was a
subsidiary of our Company.
There was an increase in delay in payments of statutory dues in Financial Year 2024 primarily due to the following
reasons:
• Delay in payment of EPF by one day in one instance and delay in payment of ESI by one day in two instances
was on account of the government portal being inaccessible.
• Further, delay in payment of EPF by 15 days in one instance and delay in payment of ESI by 14 days in one
instance was on account of administrative error in confirming the amounts due by our Company.
• Delay in payment of GST by three days in three instances and four days in 19 instances was on account of
unavailability and absence of representatives and consultants due to festive season.
• Delay in payment of TDS by 34 days in one instance was on account of inadvertence and delay in payment
of TDS by 31 days in one instance was on account of correction in arrears amount.
Our Company has taken the steps to improve the internal system to mitigate the technical difficulties and avoid delays
in future. While we have not been subject to any penalties or fines in Fiscals 2025, 2024 or 2023, there can be no
assurance that we will not be subjected to penalties and fines in the future. We may face delays of payments of statutory
dues in the future any may subsequently be subject to penalties and fines in the future which may have a material
adverse effect on our financial condition and cash flows.
23. Our Company does not own the logos which are used by us for certain business activities. Any
failure to protect or enforce our rights to own or use our logos, trademarks and identities could have an adverse
effect on our business and competitive business.
Our Company does not have registered trademarks under the Trade Marks Act, 1999 for our logos
which are used by us for certain business activities. We cannot assure you that we will be able to obtain registrations
for these logos in a timely manner, or at all. Further, our efforts to protect our intellectual property may not be adequate
and any third parties may infringe or copy our registered trademarks. We may not be able to detect any unauthorized
use or take appropriate and timely steps to enforce or protect our trademarks, which may adversely affect our goodwill,
business, financial condition, results of operations, cash flows and prospects. Any of the foregoing could have an
adverse effect on our business and competitive position. Our ability to market and sell our products depends upon the
recognition of our brand names and associated consumer goodwill. In case we are unable to obtain the registrations
for the said logos, trademarks our business revenues and profitability may be impacted. For details, see “Government
and Other Approvals – Our Intellectual Property” on page 403.
24. Information relating to the historical installed capacities of our Manufacturing Facilities included in this
Prospectus may be based on certain assumptions and estimates by the chartered engineer verifying such
information and future production and capacity utilisation may vary.
Information relating to our installed capacities and the historical capacity utilisation of our Manufacturing Facilities
included in this Prospectus may be based on certain assumptions and estimates, including assumptions relating to
availability and quality of raw materials and assumptions relating to potential utilization levels and operational
efficiencies. While we have obtained a certificate dated July 16, 2025 from Chetan Brahmania, independent chartered
engineer, in relation to installed and utilized capacity and actual production levels, future capacity utilisation rates may
vary from the historical capacity utilisation rates. In addition, capacity utilisation is calculated differently in different
43companies, countries, industries and for the kinds of products we manufacture. Actual utilisation rates may differ from
the estimated installed capacities or historical estimated capacity utilization information of our facilities. We make
decisions, including determining the levels of business that we shall seek and accept, production schedules, personnel
requirements and other resource requirements, based on our internal estimates and targets and strive to ensure that our
production capacity is, at all times, utilized at optimum levels. If we are unable to fully utilize our installed capacities
in the future, there could be a negative impact on our cost and profitability and thereby adversely affecting our financial
condition. Undue reliance should therefore not be placed on our installed capacity or historical estimated capacity
utilisation information for our existing facilities included in this Prospectus. For further details of our production and
capacity utilization, see “Our Business” on page 204.
25. Any underutilization of our manufacturing capacities could have an adverse effect on our business, future
prospects and future financial performance.
The table below sets forth the installed production capacity and the capacity utilization of our Sanand Facility and our
Cheyyar Facility for the Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Facility and Units As of and for the year ended March As of and for the year ended March As of and for the year ended March
Product 31, 2025 31, 2024 31, 2023
Segment Annual Actual Capacity Annual Actual Capacity Annual Actual Capacity
Installed Production Utilization* Installed Production Utilization* Installed Production Utilization*
Capacity* * Capacity* * Capacity* *
Sanand MTPA 72,000.00 45,556.49 63.27% 72,000.00 41,845.30 58.12% 72,000.00 43,483.19 60.39%
Facility-Pre-
Engineered
Buildings
Cheyyar MTPA 31,800.00 6,323.21 23.34***% NA# NA# NA# NA# NA# NA#
Facility
As certified by Chetan Brahmania, Chartered Engineer, by way of certificate dated July 16, 2025.
Note: Installed capacity and actual production indicate the capacity for production of pre-engineered buildings which generally determines the
overall capacity of the manufacturing facility. This does not include the individual capacity for manufacturing specific primary and secondary
structural components for pre-engineered buildings, structural steel components such as beams, channels, hollow sections which generally form
part of the pre-engineered buildings.
* It is assumed operations of 365 days a year and 3-shift operation of 8 hours a day for calculation of Installed Capacity of respective facilities
of the Company.
# Our Cheyyar Facility was commissioned on May 23, 2024, with an existing capacity of 31,800 MTPA.
** Capacity utilization has been calculated on the basis of actual production during the relevant fiscal year divided by the aggregate installed
capacity of relevant manufacturing facilities as of the end of the relevant fiscal year.
*** Capacity utilization for the Cheyyar facility for the year ended March 31, 2025 has been calculated by dividing the actual production for the
period, by 85% of the annualized installed capacity.
The installed capacity and capacity utilization for our mobile manufacturing units for the Fiscal 2025, Fiscals 2024,
and 2023 respectively are set out below:
Product Units As of and for the year ended March 31,
Segment As of and for the year ended As of and for the year ended March As of and for the year ended March 31,
March 31, 2025 31, 2024 2023
Annual Actual Capacity Annual Actual Capacity Annual Actual Capacity
Installed Productio Utilization Installed Production Utilization Installed Production Utilization
Capacity n Capacity Capacity
Self- Square 18,00,00 12,38,735. 68.82% 16,50,000. 12,31,610.00 74.64% 16,50,000.00 13,66,744.00 82.83%
Supported meters 0.00 00 00
Roofings
As certified by Chetan Brahmania, Chartered Engineer, by way of certificate dated July 16, 2025.
As of March 31, 2025, our installed capacity for manufacturing of self-supported roofings was 1,800,000 square metres
per annum.
These figures are not indicative of future capacity utilisation rates, which is dependent on various factors, including
availability of raw materials, demand for our services, customer preferences, our ability to manage our inventory and
implement our growth strategies. Underutilisation of our manufacturing capacities over extended periods, or
underutilisation in the short-term, could materially and adversely impact our business, growth prospects and future
financial performance. Further, since our mobile manufacturing units could be located anywhere across the country,
any disruption in any part of the country could have an impact on the actual utilization of the mobile manufacturing
units.
26. Our Subsidiaries have availed certain unsecured borrowings which are repayable on demand. Any such demand
may adversely affect our business, cash flows, financial condition and results of operations.
Our Subsidiaries have availed certain unsecured borrowings which are repayable on demand. The table below sets out
outstanding amounts of the unsecured borrowings by our Subsidiaries from our Company, as of March 31, 2025:
44Loan From Loan To Amount outstanding as on March
31, 2025 (in ₹ million)
M & B Engineering Limited Phenix Construction Technologies, Inc. 47.74
M & B Engineering Limited Phenix Building Solutions Private Limited 20.05
In the event that our lenders, namely, ICICI Bank Limited, Standard Chartered Bank, HDFC Bank Limited, Kotak
Mahindra Bank Limited, Bank of Baroda, and Axis Bank Limited, seek a repayment of their respective loans, we
would need to find alternative sources of financing, which may not be available on commercially reasonable terms, or
at all. If we are unable to procure such financing, we may not have adequate funds to undertake new initiatives or
complete our ongoing strategies. As a result, any such demand for repayment of unsecured borrowings may adversely
affect our business, cash flows, financial condition and results of operations.
27. Our Manufacturing Facilities are currently in the states of Gujarat and Tamil Nadu in India. Any social, political,
economic or seasonal disruption, natural calamities or civil disruptions in Gujarat and Tamil Nadu could have an
adverse effect on our business, results of operations, financial condition and cash flows.
We have two Manufacturing Facilities located at Sanand, Gujarat and Cheyyar, Tamil Nadu. Our operations are
susceptible to local and regional factors, such as economic and weather conditions, natural disasters, political,
demographic and population changes, and other unforeseen events and circumstances. Such factors could result in the
damage or destruction of a portion of our manufacturing abilities, and/or otherwise materially adversely affect our
business, results of operations, financial condition and cash flows.
The occurrence of any of these events could require us to incur capital expenditure or change our business structure or
strategy, which could have an adverse effect on our business, results of operations, future cash flows and financial
condition. While we have not faced any material disruptions in the Fiscal 2025, Fiscal 2024, and Fiscal 2023 of our
operations due to factors, events or circumstances specific to their geographical location, we cannot assure you that
there will not be any developments in these regions in the future, which may adversely affect our business, results of
operations, financial condition and cash flows.
28. We may face competition in our business from both domestic as well as international companies and our inability
to compete effectively may adversely affect our business, cash flows, results of operations, financial condition, and
may also lead to a lower market share or reduced operating margins.
Our pre-engineered buildings business and our self-supporting steel roofing business may face competition from
companies may face competition in our business from both domestic as well as international companies. Few of our
competitors may win market share from us by providing lower cost solutions to our customers, with or without
adversely affecting their profit margins or by offering technologically advanced products or services.
Even if our offerings address industry and customer needs, our competitors may be more responsive to these needs
and more successful at selling their products. If we are unable to provide our customers with superior products and
services at competitive prices or successfully market those services to current and prospective customers, we could
lose customers, market share or be compelled to reduce our prices, thereby adversely affecting our business, results of
operations and financial condition. Our profitability and growth can also be affected by other competitive pressures
such as competition for skilled engineering and technology professionals with a proven delivery track record. Our
competitors’ actions, including expanding their manufacturing capacity, expansion of their operations to newer
geographies or product segments in which we compete, or the entry of new competitors into one or more of our markets
could cause us to lower prices in an effort to maintain our sales volume. Any of the aforementioned factors could
adversely affect our business, results of operations, financial condition and cash flows.
29. Our financial results may be subject to seasonal variations and cyclical nature of the industry. Our business and
operations may also be adversely impacted by other key challenges faced by the industry.
Our revenues and results may be affected by seasonal factors and also due to the cyclical nature of the PEB and self-
supported roofing industry. Some of our customers have businesses which are seasonal in nature and a downturn in
demand for our products by such customers could reduce our revenue during such periods. Our operations may also
be adversely affected by difficult working conditions during monsoon season. During periods of curtailed activity due
to adverse weather conditions, we may continue to incur operating expenses, but our revenues from operations may
be delayed or reduced. Although such adverse weather conditions do not typically have a material impact on our
revenue from operations, abnormally rainy monsoon could have a material impact. Further, the PEB and self-supported
roofing industry is exposed to the risks associated with the downturn in the capital expenditure cycle and accordingly,
our financial results may be impacted due to such downturn in the capital expenditure cycle in future.
In addition, our business and operations may also be adversely impacted by the key challenges faced by the self-
supported roofing industry, as highlighted in the CRISIL Report (reproduced below):
45Growth drivers Description
Shortage of qualified • Self-supported roofs are usually made on site. They are custom-made as per building
workforce measurements. Hence, planning, designing and installation requires specialised skills. Shortage
of skilled labour can lead to potential delays in project timelines and higher labour cost.
Fluctuating raw material • The cost of primary raw materials such as steel and PPGL can be an issue due to geopolitical
cost concerns and global supply chain disruptions. This would not only delay the project but also
lead to cost overruns.
Lower awareness • Due to low awareness of self-supported roofing in India, traditional roofing methods are often
compared to traditional preferred due to familiarity, availability of the labour and established practices. Lack of
roofing systems awareness about the benefits of self-supported roofing also leads to reluctance in adoption,
limiting the growth of the self-supported roofing industry.
Large unorganized market • The self-supported roofing industry is fairly unorganized with multiple small players operating
in the market. This leads to varied pricing as inconsistent quality, creating difficulties in
identifying reliable suppliers with good quality products.
• Additionally, the substantial presence of unorganized sector also intensifies competition and
exerts pricing pressure.
High entry barriers • Entry in self-supported roofing market involves significant barriers, including moderate capital
requirements, access to advance equipment and specialized technical expertise.
• Additionally, large corporates usually prefer players with a strong market presence and proven
past performance, creating additional challenges for new entrants to gain foothold in the market.
30. Our inability to effectively manage project execution and milestone schedules may lead to project delays which may
adversely affect our business and results of operations.
Our business is dependent on our ability to effectively manage the execution of our projects. An inability to effectively
manage our operations, including ineffective or inefficient project management procedures could increase our costs
and expenses, result in project delays and thereby materially and adversely affect our profitability. Further our purchase
order / contracts typically provide specified milestones to be achieved within a specific timeframe, and we may be
liable to our clients for any failure to meet such project milestones within the stipulated schedule in accordance with
the terms of the relevant purchase order / contract. The effectiveness of our project management processes and our
ability to execute projects in a timely manner may be affected by various factors, including:
• delays in receipt of work schedules and engineering inputs, approvals and decisions required from the client;
• delays in delivery of raw materials, components or equipment;
• changes to project plans and process requirements;
• delays in performance by the sub-contractors;
• onsite accidents and accidents during delivery and installation of our products;
• delays in transportation of building components;
• unavailability of skilled and unskilled labour;
• local strikes, work stoppages and curfews by political parties; and
• adverse weather conditions.
31. If we are unable to introduce new engineering processes and respond to changing customer preferences in a timely
and effective manner or if our services become obsolete due to a breakthrough in the development of technology or
alternate products, the demand for our engineering services and supplies may decline, which may have an adverse
effect on our business, cash flows, results of operations and financial condition.
The success of our business depends upon our ability to anticipate and identify changes in customer preferences,
offering products and services that customers require and, on our ability to develop and manufacture our products in
a timely and cost-effective manner. Additionally, such customer preferences are influenced by a number of factors
beyond our control, such as the prices of alternative products and prevailing economic conditions. We constantly seek
to develop our innovation capabilities to distinguish ourselves from our competitors to enable us to introduce new
products and services and different variant of our existing products, based on customer preferences and demand.
46Although we seek to identify trends and introduce new services, we recognise that customer preferences cannot be
predicted with certainty and can change rapidly, and that there is no certainty that these will be commercially viable
or effective or accepted by our customers. Before we can introduce a service, we must successfully execute a number
of steps, including successful engineering, obtaining required approvals and registrations, effective marketing
strategies for our target customers, while scaling our vendor, production and infrastructure networks to increase or
change the nature of our production capacity. We cannot assure you that we will be able to successfully make timely
and cost-effective enhancements and additions to our technological infrastructure, keep up with technological
improvements in order to meet our customers’ needs or that the technology developed by others will not render our
products less competitive or attractive. Our failure to successfully adopt such technologies in a cost effective and a
timely manner could increase our costs and lead to us being less competitive in terms of our prices or quality of
products we sell.
In the event of a breakthrough in the development or growing popularity of alternate technology, we may be exposed
to the risk of our services becoming obsolete or being substituted by alternatives, and any failure on our part to
effectively address such situations or to introduce new products could adversely affect our business, results of
operations, financial condition and cash flows. Further, if our customers, defer or cancel orders for our existing services
due to introduction of alternative services, which are much more suitable and preferred as an option, our operating
results could be adversely affected.
32. We may not be able to adequately protect our intellectual property or may unintentionally infringe upon the
intellectual property rights of others which could harm our business.
We rely on trademarks to protect our rights to our Company’s logo. We believe that the logo under which our business
operates is an important asset which is integral to the success of our operations. For details of our intellectual property,
see “Government and Other Approvals – Our Intellectual Property” on page 403 of the RHP.
While our Company has registered 14 trademarks in India, and 4 copyrights, and may register our other intellectual
property in the future, if we fail to register the appropriate intellectual property, or our efforts to protect relevant
intellectual property prove to be inadequate, the value attached to our brand and proprietary property could deteriorate,
which could have a material adverse effect on our business growth and prospects, financial condition, results of
operations, and cash flows. Further, if any infringement of our intellectual property takes place in jurisdictions other
than India, we may face challenges in enforcing our intellectual property. As a result, we cannot be certain that our
technical knowledge will remain confidential in the long run. While there have been instances in the e past three fiscals,
in relation to the illegal use and impersonation of our trademarks or logos by third parties or any negative publicity
about our brand(s) could affect our reputation which, in turn, could affect our ability to attract and/or retain customers,
which may adversely affect our business and results of operations. For further details, in relation to the infringement
suits filed by our Company, see “Outstanding Litigation and Material Developments - Litigation involving our
Company - Litigations filed by our Company” on page 395 of the RHP.
The use of our logo by any third party may lead customers to confuse them with our Company, which could lead to
our Company losing business to such competitors and could adversely affect our goodwill. In addition, if such third
parties experience any negative publicity, it could have an adverse effect on our reputation. We may need to litigate
in order to determine the validity of such claims and the scope of the proprietary rights of others. Any such litigation
could be time consuming and costly, and the outcome cannot be assured. We may not be able to detect any
unauthorized use or take appropriate and timely steps to enforce or protect our intellectual property. In the event that
the steps we may take, and the protections afforded by law do not adequately safeguard our proprietary rights, we
could suffer losses in revenues and profits due to competing sales of products unlawfully produced which may have
an adverse effect on our business, prospects, results of operations and financial condition. Our services are marketed
both domestically and internationally and, we aim for a strong brand recall value for our products in such markets.
However, any instances of (i) decrease in product quality due to reasons beyond our control; and (ii) unsubstantiated
allegations of product quality may motivate our existing and potential customers to explore business relationships with
our competitors. As a result, any adverse publicity involving our brand, our products, or us, may impair our reputation,
dilute the impact of our branding and marketing initiatives and adversely affect our business and our prospects. In the
event that such breaches do occur, and we are unable to secure adequate remedies in relation thereto, our profitability
and reputation may be adversely affected with consequent impact on our results of operations and financial condition.
We also rely on product, industry, manufacturing and market “know-how” that cannot be registered and is not subject
to any confidentiality or nondisclosure clauses or agreements. We cannot assure you that any of our registered
intellectual property rights or our knowhow, or claims thereto, will now or in the future successfully protect what we
consider to be the intellectual property underlying our products and business, or that our rights will not be successfully
opposed or otherwise challenged.
47While we take care to ensure that we comply with the intellectual property rights of others, we cannot determine with
certainty as to whether we are infringing on any existing third-party intellectual property rights. We may therefore be
susceptible to claims from third parties asserting infringement and other related claims. If claims or actions are asserted
against us, we may be required to obtain a license, modify our existing technology or cease the use of such technology
and design a new non-infringing technology. Such licenses or design modifications can be extremely costly.
Furthermore, necessary licenses may not be available to us on satisfactory terms, if at all. In addition, we may decide
to settle a claim or action against us, the settlement of which could be costly. We may also be liable for any past
infringement. This could have an adverse effect on our business, results of operations and damage our reputation and
relationships with our customers.
33. Our business benefits from the National Steel Policy introduced by the Government of India to boost the steel
industry. Withdrawal of this policy could have an adverse impact on our business, results of operations, financial
condition and cash flows.
The National Steel Policy was introduced in 2017 (“NSP”) with the objective to increase domestic steel production
and consumption, produce high-quality steel and increasing India’s competitiveness globally. It also focuses on cost
efficiency, raw material availability and research and development to achieve the overall objectives laid out under the
policy. It aims to create a technologically advanced and globally competitive steel industry which will promote self-
sufficiency in steel production as well as economic growth. Further, the National Steel Policy aims to increase in
consumption of steel through major sectors of infrastructure, automobiles and housing, to achieve 300 MT of
steelmaking capacity by 2030 and increase per capita steel consumption to the level of 160 kgs by 2030. (Source:
CRISIL Report). This has resulted in boosting of usage of steel and products manufactured from steel. A withdrawal
of this policy could have an adverse impact on our business, results of operations, financial condition and cash flows.
We expect to benefit from the above government initiatives and other initiatives similar thereto, and our business
growth and continued profitability would depend in part on favourable government initiatives such as these. For
instance, our Company has integrated the Remission of Duties and Taxes on Exported Products (“RoDTEP”) scheme
into its exports operations, which is a scheme designed to reimburse exporters for various embedded central, state, and
local taxes and duties that are not currently refunded under any other mechanism. Additionally, our Company has also
availed the Duty Drawback Scheme from the GoI, where the duties paid on inputs used in the manufacture of exported
goods, is refunded to our Company. In the absence of such favourable initiatives, our growth, cash flows and future
financial performance may be adversely affected.
34. We have indebtedness which requires cash flows to service and limits our ability to operate freely. Any breach of
terms under our financing arrangements or our inability to comply with repayment and other covenants in the
financing agreements could adversely affect our business, financial condition, cash flows and credit rating.
We have entered into agreements in relation to financing arrangements with certain banks for term loans and working
capital facilities. The table below sets out our Total Borrowings, Net Debt, Net Debt to EBITDA and Net Debt to
Equity, Debt-Service Coverage Ratio and Interest Coverage Ratio and as at March 31, 2025, March 31, 2024, and
March 31, 2023:
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Total Borrowings (in ₹ million)* 1,861.33 2,048.42 1,487.48
Net Debt (in ₹ million)** 1,013.18 1,056.10 231.40
Net Debt to EBITDA# (times) 0.80 1.33 0.35
Net Debt to Equity@ (times) 0.33 0.45 0.13
Debt-Service Coverage Ratio (times)^^ 6.91 0.75*** 4.16
Interest Coverage Ratio (times)## 7.64 4.55 4.19
* total borrowings consist of current and non-current borrowings
** Net Debt is calculated as the sum of non-current borrowings and Current borrowings less cash and cash equivalents and other bank balances.
# Net Debt to EBITDA is calculated as Net Debt divided by EBITDA.
@ Net Debt to Equity is calculated as Net Debt divided by Total Equity (including non-controlling interest).
^^ Debt-Service Coverage Ratio is calculated as EBITDA divided by debt repayment obligation and interest costs for the year. EBITDA is
calculated as Restated Profit/ (Loss) for the year less Other income add Finance costs, Depreciation and amortisation, and Total income tax
expenses.
*** The Debt-Service Coverage Ratio (times) for Fiscal 2023 is lower than 1.00 on account of repayment of unsecured borrowings primarily to
related parties.
## Interest Coverage Ratio is calculated as EBIT divided by Interest expense (includes interest on lease liability). EBIT is calculated as Restated
Profit/ (Loss) for the year add Finance costs and Total income tax expenses.
The agreements with respect to our borrowings contain restrictive covenants, including, but not limited to,
requirements that we obtain consent from our lenders prior to undertaking certain matters including, among others,
undertaking any new project or expansion of any of its existing business or capital expenditure, any change in the
management set-up of our Company, change in the capital structure of our Company or the constitutional documents
of our Company, change in ownership or control of our Company. In the event our Company fails to achieve viability
milestones, critical conditions projected in the restructuring package, the lenders shall have a right to convert the loan
48(including unpaid interest) or part thereof, into Equity Shares of our Company, in their sole discretion. For details, see
“Financial Indebtedness” beginning on page 392. Further, the limits utilised by the Company typically show a
variation of around 3% to 7% in the bank amount and actual amount in relation to utilisation of non-fund based limits.
This is on account of reasons such as forex fluctuations, variation in the quantity of orders placed and orders received
due to fixed lot sizes, charges amount etc. in the ordinary course of business.
As our assets are hypothecated in favour of lenders, our rights in respect of transferring or disposing of these assets
are restricted. This may also limit our ability to incur future debt and create security thereby requiring us to obtain the
respective lenders’ consent prior to entering into certain transactions. While, as on the date of this Prospectus, we have
complied with all covenants and obtained all requisite consents from our lenders for undertaking the Offer, there can
be no assurance that we will be able to comply with the financial or other covenants prescribed under the
documentation for our financing arrangements or that we will be able to obtain consents necessary to take the actions
that may be required to operate and grow our business in the future. Further, if we fail to service our debt obligations,
the lenders have the right to enforce the security created in respect of our secured borrowings. A default under any of
our financing agreements may also result in cross-defaults under other financing agreements and result in the
outstanding amounts under such other financing agreements becoming due and payable immediately subject to terms
of the agreement. If the lenders choose to enforce security and dispose our assets to recover the amounts due from us,
our business, financial condition and results of operations may be adversely affected.
Any failure to comply with the conditions and covenants in our financing agreements or the creation of additional
encumbrances that is not waived by our lenders or guarantors or otherwise cured or occurrence of a material adverse
event could lead to an event of default and consequent termination of our credit facilities or acceleration of amounts
due under such facilities could adversely affect our business, financial condition, results of operations and cash flows.
35. Our inability to collect receivables and defaults in payment from our customers could result in the reduction of our
profits and affect our cash flows.
Generally, we sell our products against future payment with credit terms varying according to local market practice.
Our credit terms typically vary from 0 days to 90 days. However, our customers may be adversely affected by a number
of factors beyond their control which could affect their financial condition and consequently their ability to pay us for
products that we have sold or are present in their inventory. Although we have not experienced any major defaults in
the past, in periods of declining economic conditions, there can be no assurance that such losses shall not be material,
which may have an adverse effect on our business, financial condition and results of operations. Our trade receivables
as of March 31, 2025, March 31, 2024, and March 31, 2023 were ₹1,923.57 million , ₹1,389.60 million, and ₹1,192.15
million, respectively.
The table below sets out details of book debts of our Company beyond six months as at March 31, 2025, March 31,
2024, March 31, 2023:
Particulars As of March 31, 2025 As of March 31, 2024 As of March 31, 2023
Number of Instances 144 151 98
Amount (₹ in million) 464.83 442.71 175.87
The table below sets out details of bad debts written off by our Company for Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Particulars As of March 31, 2025 Fiscal 2024 Fiscal 2023
Amount (₹ in million) 29.12 55.73 19.27
Number of accounts where receivables were 36 25 19
written-off*
* only instances involving bad debts written off greater than INR 10,000 have been considered.
Additionally, in the event of any dispute or a default regarding our payments, we may be constrained to initiate
appropriate recovery proceedings which may adversely affect our relations with customers whose loyalties may change
in favour of our competitors thereby negatively impacting our order book numbers. There can be no assurance that
any legal action taken by our Company against such defaulting customers shall be adjudicated in our favour, and in
case of an adverse finding, we may not be able to recover our dues from them, which shall adversely impact our
financial condition and results of operations. Further, we may be subject to reputational losses and we may not be
perceived as a favoured supplier as potential customers may not be desirous of engaging in commercial arrangements
with us in anticipation of similar proceedings being instituted against them as well. This could have an adverse effect
on our business, financial condition and results of operations.
4936. A portion of our revenues and expenses are denominated in foreign currencies. As a result, we are exposed to
foreign currency exchange risks and regulatory changes in foreign exchange management which may adversely
impact our results of operations.
Apart from our operations in India of which our sales are denominated in Indian Rupees, we also sell our products in
and source our raw materials from several other countries and receive and make payments in foreign currencies.
Particularly, we import raw materials for our self-supported steel roofing solutions business. Fluctuation in foreign
currencies exchange rates could have adverse effects on our business, results of operations and financial condition.
The table below sets out our foreign exchange fluctuations on import and export in the Fiscal 2025, Fiscal 2024, and
Fiscal 2023:
(in ₹ millions)
Nature of Foreign Exchange Fluctuations Fiscal 2025 Fiscal 2024 Fiscal 2023
Exchange Fluctuation (Net) Gain/(Loss) 12.62 6.43 (16.05)
Our business and results from operations may be affected in the event that the exchange rate between the international
currencies and the Indian Rupee fluctuates. We engage with consultants, for advice in relation to hedging foreign
exchange risk. Additionally, our Company takes forward cover options, to hedge foreign exchange risk. Depreciation
of the Indian Rupee against such international currencies may have an adverse effect on our total expenses and profit.
Further, volatility in exchange rates would result in an increase in the cost of our products. We may not be able to pass
on such increase in costs to our customers. Certain markets in which we sell our products may be subject to exchange
control risks, which may result in either delayed recovery or even non-realization of revenue. In addition, the policies
of the RBI may also change from time to time, which may limit our ability to effectively hedge our foreign currency
exposures and may have an adverse effect on our results of operations and cash flows. For particulars of our foreign
exchange risk, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
page 363.
37. In the event our contingent liabilities and capital commitments materialize, our financial condition and profitability
may be adversely affected.
The following table sets forth certain information relating to our contingent liabilities and capital commitments in
accordance with Ind AS 37 as at March 31, 2025, as at March 31, 2024, March 31, 2023:
(in ₹ millions)
Particulars As at 31 March, 2025 As at 31 March, 2024 As at 31 March, 2023
Contingent liability:
Outstanding Bank Guarantees and bond* 1,033.10 1,123.82 820.17
Total Contingent Liabilities 1,033.10 1,123.82 820.17
Capital Commitments
Estimated amount of contracts remaining to be 61.20 46.48
45.67
executed on capital account and not provided for
Total capital commitments 45.67 61.20 46.48
* Bank Guarantees consists on Advance Bank Guarantees (ABG) and Performance Bank Guarantees (PBG) and bond issued by the bank on
behalf of the Company in favour of its customers. The Advance Bank guarantees are issued when we are securing our advance against the
order. The same is cancelled when prorata supply is made. Performance bank guarantees are issued to secure the performance against the
job and it is normally issued at the end of the project against satisfactory performance and normally has a validity for a year.
We cannot assure you that these contingent liabilities shall not become established as liabilities. In the event any of
these contingent liabilities become established as liabilities, it may have an adverse effect on our financial condition
and results of operations. In the event that these contingent liabilities become actual liabilities, the potential outflow
would exceed our Restated Profit for the said period. This could have a material adverse impact on our profitability.
Further, there can be no assurance that we shall not incur similar or increased levels of contingent liabilities in the
future. For further details, see also “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 363.
38. We have in the past entered into related party transactions and may continue to do so in the future, which may
potentially involve conflicts of interest with the equity shareholders.
We have entered into transactions with related parties in the past and we may, from time to time, enter into related
party transactions in the future. These related party transactions include, inter alia, sale of goods, interest received,
loan given, sale of service, purchase of goods and expenses paid. All such transactions have been conducted on an
arm’s length basis, in accordance with the Companies Act and applicable law. We cannot assure you that we will
receive similar terms in our related party transactions in the future, and that we could not have achieved more
favourable terms had such transactions been entered into with unrelated parties. It is likely that our future related party
transactions may potentially involve conflicts of interest which may be detrimental to us. We cannot assure you that
50such transactions, individually or in the aggregate, shall not have an adverse effect on our business, financial condition,
and results of operations. For details of the related party transactions see “Related Party Transactions” on page 298.
For details of a summary of the related party transactions for Fiscals ended March 31, 2025, 2024, 2023 as per Ind AS
24 – Related Party Disclosures read with the SEBI ICDR Regulations and derived from our Restated Consolidated
Financial Statements, see “Offer Document Summary - Summary of related party transactions” on page 22.
The table below sets out certain details in connection with related party transactions:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Related Party - Asset transactions (in ₹ million) 6.00 133.23 -
as a % of Total Assets 0.07% 2.10% -
Related Party - Borrowings availed/(Repaid) (Net) (in ₹ million) 31.21 (922.82)* 120.01
as a % of Total borrowings 1.68% (45.05)% 8.07%
Related Party - Income Transactions (in ₹ million) 725.41 1,990.53 3,109.10
as a % of Total Income 7.28% 24.63% 34.97%
Related Party - Expense transactions (in ₹ million) 149.74 333.85 1,150.14
as a % of Total Expenses 1.67% 4.47% 13.64%
*This includes repayment of unsecured loans availed in Fiscal 2024, Fiscal 2023, Fiscal 2016 .
Our Company, M & B Engineering Limited, has entered into transactions involving the sale of goods and services to its wholly-
owned subsidiaries, the details of which are shared below:
1. Phenix Construction Technologies INC
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Sale of goods (in ₹ million) 274.69 87.45 227.28
As a percentage of revenue from operations outside India (%) 42.52% 45.55% 37.72%
As a percentage of revenue from operations (%) 2.78% 1.10% 2.58%
2. Phenix Building Solutions Private Limited
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Sale of goods* (in ₹ million) 428.33 234.75 -
Sale of service** (in ₹ million) 0.58 15.15 -
Total (in ₹ million) 428.91 249.90 -
As a percentage of revenue from operations in India (%) 4.64% 3.22% -
As a percentage of revenue from operations (%) 4.34% 3.14% -
*indicates sale of goods made by our Company to our subsidiary, Phenix Building Solutions Private Limited which in turn sells the
material to customers. Phenix Building Solutions Private Limited acts as a marketing and distribution entity for our Company.
**indicates revenues from erection services provided by our Company to our subsidiary, Phenix Building Solutions Private Limited
and thereafter provided by Phenix Building Solutions Private Limited to its customers.
3. Modtech Machines Private Limited
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Sale of goods (in ₹ million) - 1.00 1.40
As a percentage of revenue from operations in India (%) - 0.01% 0.02%
As a percentage of revenue from operations (%) - 0.01% 0.02%
39. Certain Non-GAAP financial measures and other statistical information relating to our operations and financial
performance have been included in this Prospectus.
Certain Non-Generally Accepted Accounting Principles (“Non-GAAP”) measures presented in this Prospectus such
as EBIT, EBITDA, EBITDA Margin, PAT Margin, Return on Equity, Return on Capital Employed, Net Debt, Net
Debt to EBITDA, Net Debt to Equity, Net Fixed Assets Turnover Ratio and Net Asset Value (per Equity Share) 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, and
51other statistical and other information relating to our operations and financial performance, may not be computed on
the basis of any standard methodology that is applicable across the industry and, therefore, a comparison of similarly
titled Non-GAAP measures or statistical or other information relating to operations and financial performance between
companies may not be possible. Other companies may calculate the Non-GAAP measures differently from us, limiting
their usefulness as a comparative measure. Although the Non-GAAP measures are not a measure of performance
calculated in accordance with applicable accounting standards, we compute and disclose them as our Company’s
management believes that they are useful information in relation to our business and financial performance.
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. However, such information may not be computed
on the basis of any standard methodology that is applicable across the industry and may not be comparable to financial
measures and statistical information of similar nomenclature that may be computed and presented by other companies
and are not measures of operating performance or liquidity defined by Ind AS. Such information may also not be
comparable to titled measures presented by other companies and may have limited usefulness as a comparative
measure. If investors make investment decisions based on non-GAAP financial measures and other statistical
information disclosed by us that are inaccurate, we may also face potential lawsuits or disputes with investors or
regulators, which could adversely affect our business, reputation, results of operations and financial condition.
40. A shortage or unavailability of electricity, fuel or labour could affect our manufacturing operations and may have
an adverse effect on our business, results of operations and financial condition.
Our manufacturing operations require continuous supply of electricity for which we depend on the respective state
board electricity supply, where our Manufacturing Facilities are located. The table below sets out our power and fuel
charges together as a percentage of our total expenses in the Fiscal 2025, Fiscal 2024, Fiscal 2023, respectively:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
In ₹ millions As a In ₹ millions As a In ₹ millions As a
percentage percentage percentage
total expenses total expenses total expenses
(%) (%) (%)
Power and Fuel charges 39.96 0.45% 29.13 0.39% 26.64 0.32%
The table below sets out our labour costs together as a percentage of our total expenses in the Fiscal 2025, Fiscal 2024,
and Fiscal 2023, respectively:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
In ₹ millions As a In ₹ millions As a In ₹ millions As a
percentage percentage percentage
total expenses total expenses total expenses
(%) (%) (%)
Labour costs and 245.92 2.75% 116.57 1.56% 105.68 1.25%
manpower supply
(contractual labour)
Any shortage or non-availability of electricity, failure of the state electricity grid or a shortage of fuel or unavailability
or reduction in labour could delay our operations at the Manufacturing Facilities which may consequently adversely
affect our delivery timelines to our customers. Any such delay may have an adverse effect on our business, results of
operations and financial condition. Further, any shortage of available labour could impact our operations and
consequently have an adverse effect on our business, results of operations and financial conditions.
41. Some of our projects are awarded to us through a competitive bidding process. Therefore, our business is dependent
on securing tenders for pre-engineered buildings, bidding for a tender involves cost estimations for the bidding
process. Inability to accurately estimate the cost or match the prices quoted by our competitors, may lead to loss of
tender creating an adverse impact on our business, results of operations, financial condition and cash flows.
We obtain a portion of our business through a competitive bidding process in which we compete for projects based
on, among other factors, pricing, technical capabilities and performance, as well as reputation for quality, experience,
past track record, and financing capabilities. The growth of our business depends on our ability to obtain projects
including through being awarded tenders in a competitive bidding process. Once the prospective bidders satisfy the
qualification requirements of the tender, the project is usually awarded based on the quote submitted by the prospective
bidder. We prepare our quotes through estimations based on our budget and bid for the proposals. Once the bids are
evaluated by the customer, the bidder offering a competitive price and meeting other criteria is awarded the project.
We spend considerable time and resources in the preparation and submission of bids. We cannot assure you that we
would bid where we have been prequalified to submit a bid or that our bids, when submitted would be accepted. The
52table below sets forth details in relation to the bids submitted by our Company and our bid to win ratio in Fiscal 2025
Fiscal 2024, Fiscal 2023.
Year No. of bids Bids lost Bids won Bids for which Bids to win ratio
submitted results are awaited
(in (in value (in (in value (in (in value (in (in value (in (in
number (in ₹ number (in ₹ number (in ₹ number (in ₹ number value)
of bids) million) of bids) million) of bids) million) of bids) million) of bids) (%)
Fiscal 2025 1 36.64 - - 1 36.64 - - 1 100%
Fiscal 2024 - - - - - - - - - -
Fiscal 2023 1 129.66 0 - 1 129.66 0 - 1 100.00%
Note: Bids are assigned value once the Company wins the bid.
At the time of submitting our bid to acquire a contract, we provide estimated costs involved for the completion of the
project including costs related to raw materials, manpower, fuel, equipment, and any additional expenses that may be
incurred during the execution of the project. However, an increase in the quantity or price of raw material, fuel and
labour required to execute the project, whether on account of unforeseen construction conditions, or failure or delays
on part of our contractors/ sub-contractors, or change in the project or any other reasons could cause the actual expense
to us for executing the project to vary from the assumptions underlying our bid for such contract, which could expose
us to increases in our actual costs and as such reduced profit margins or losses. We may or may not be able to recover
all or some of the additional expenses, which may have a material adverse effect on our results of operations, cash
flows and financial condition
Projects awarded to us may be subject to litigation by unsuccessful bidders. 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 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.
We may lose bids to our competitors pursuant to competitive bidding processes due to various factors, including factors
which may be beyond our control, such as market conditions and external economic outlook. In the past we have lost
certain bids on account of competitors offering lower price. We cannot assure you that we would not lose any bids in
future as well. Further, any increase in competition during the bidding process or reduction in our competitive
capabilities could have a material adverse effect on our market share.
With reference to projects where our bids have been successful, there may be delays in award of the projects, in
procurement of approvals, as may be required for commissioning of the projects, which may delay our projects as well
as result in cost overruns, and/or notification of starting dates, which may result in us having to retain resources which
remain unallocated, thereby adversely affecting our financial condition and results of operations.
Further, as long as entities related to government are responsible for awarding contracts to us and are a critical party
to the development and ongoing operations of our projects, our business is directly and dependent on projects awarded
by them. In relation to such contracts, we may also be subject to additional regulatory scrutiny associated with
commercial transactions with government owned or controlled entities and agencies. Further, in certain instances, we
may face delays associated with collection of receivables from government owned or controlled entities. If any such
government entity changes its policy in connection with the bidding process which we are unable to comply with, it
may have an impact on our financial condition and results of operations.
42. We are dependent on third party transportation and logistics service providers. Any defect, damage or destruction
caused to our products during the process of delivery could adversely affect our business, financial condition and
results of operations.
While we own some vehicles for delivery, we largely rely on third party transportation and logistics providers for
delivery of our raw materials and products. We do not have any long-term contractual arrangements with such third-
party transportation and logistics providers. Disruptions of logistics could impair our ability to procure raw materials
and/or deliver our products on time, which could materially and adversely affect our business, financial condition and
results of operations. While there have been no material instances of disruptions of logistics or transportation in Fiscals
2025, 2024 and 2023, there can be no assurance that that such instances will not occur in the future.
We are subject to the risk of increases in freight costs. If we cannot fully offset any increase in freight costs, through
increase in the prices for our products, we would experience lower margins. In addition, any increase in export tariffs
also will increase expenses which in turn may adversely affect our business, financial condition and results of
53operations. Further, since we provide products and services to overseas customers we are heavily reliant on water
transportation and the ports located near our Manufacturing Facilities.
We may be responsible for the transport of our products and accordingly be exposed to the risk of theft, accidents,
defect, damage and/or loss of our products in transit. For details in relation to a recent theft of copper wire, see “Risk
Factors- Employee misconduct or failure of our internal processes or procedures could harm us by impairing our
ability to attract and retain customers and subject us to legal liability and reputational harm, which could adversely
affect our reputation, business, results from operations, financial conditions and cash flows” on page 66. Any such
acts could result in serious liability claims (for which we may not be adequately insured) which could have an adverse
effect on our business, financial condition and results of operations.
43. We have employee benefit expenses, such as salaries, wages and bonus, staff welfare expenses and contribution to
provident and other funds. In case we face an increase in employee benefit expenses that we are unable to pass on
to our customers, we may be prevented from maintaining our competitive advantage and our profitability may be
impacted.
We are subject to labour legislations that protect the interests of workers, including legislations that set forth detailed
procedures for dispute resolution and employee removal and impose certain financial obligations on employers upon
retrenchment of employees, as well as laws and regulations relating to employee welfare and benefits such as minimum
wage and maximum working hours, overtime, working conditions, non-discrimination, employee compensation,
employee insurance, bonus, gratuity, provident fund, leave benefits and other such employee benefits. These
legislations require compliance, from time to time, which may among others, involve payments to be made depending
upon their period of employment. If we fail to comply with labour welfare legislations, we may be exposed to fines
and we may also face the risk of our licenses under applicable legislations being cancelled or suspended. For further
details on the labour laws and other regulations applicable to us, please refer to “Key Regulations and Policies” on
page 249. Further, regulatory agencies in different states and courts in India may interpret compliance requirements
differently, which may make compliance with laws and regulations more complex, time consuming and costly.
We also incur various employee costs, including salaries, wages and bonus, staff welfare expenses and contribution to
provident and other funds. The table below sets out our employee benefit expenses and such expenses as a percentage
of our total expenses in the Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ million) As a (in ₹ million) As a (in ₹ million) As a
percentage of percentage of percentage of
our total our total our total
expenses (%) expenses (%) expenses (%)
Employee Benefits Expense 989.38 11.06% 809.09 10.83% 753.52 8.93%
In the event the welfare requirements under labour regulations applicable to us are changed, which leads to an increase
in employee benefits payable by us, there can be no assurance that we will be able to recover such increased amounts
from our customers in a timely manner, or at all. Our profit margins may get adversely impacted if we are unable to
pass on such cost increases to our customers. We may also be required to increase our levels of employee compensation
more rapidly than in the past to remain competitive in attracting and retaining personnel with technical expertise that
our business requires.
44. Our Cheyyar Facility and certain of our offices are located on leased premises. There can be no assurance that
these lease agreements shall be renewed upon termination or that we shall be able to obtain other premises on lease
on same or similar commercial terms, which could adversely affect our business, results from operations, financial
conditions and cash flows. There exists a conflict of interest between our Promoter Group members, Manibhai &
Brothers, Manibhai & Brothers (PCC) Sarkhej and Manibhai & Brothers (Charitable Trust), Avichal Projects LLP
and lessors of immovable properties.
Our Cheyyar Facility and certain of our offices are held on a leasehold basis: The details of these are set out below:
S. Property Location / Nature of Term of Whether the Whether the Lessee Lease payment
No district holding Lease lessor is a related lease deed is terms
party (Yes/ No) stamped
and whether part
of
Promoter/Promo
ter Group
1. R egistered MB House, 51, Leased Commencing Yes, Promoter Yes Our End of every
and Chandrodaya from April 1, Group Company financial year
Society, Opp. 2017, for a
54S. Property Location / Nature of Term of Whether the Whether the Lessee Lease payment
No district holding Lease lessor is a related lease deed is terms
party (Yes/ No) stamped
and whether part
of
Promoter/Promo
ter Group
Corporate Golden period of 10
Office Triangle, years
Stadium Road,
Post Navjivan,
Ahmedabad –
380 014
Gujarat, India
2. G odown in 103/P Khoda & Leased Commencing Yes, Promoter Yes Our 7th of each calendar
Ahmedaba 107/2/P Khoda, from April 1, Group Company Months
d Taluka Sanand, 2025, for a
Dist period of 3
Ahmedabad years.
3. C heyyar Plot No. B-41, Leased Commencing No Yes Our Annual lease rent in
Facility SIPCOT from October Company advance for 99 years
Industrial Park, 17, 2022, for
Cheyyar - a period of 99
Phase - II, years.
Mathur Village,
Taluk of
Vembakkam,
Dusi,
Tiruvannamalai
4. D elhi B- 3/6&7, 2nd Leased Commencing No Yes Our Advance by 7th of
Office Floor, Front from Company each calendar month
Side, Asaf Ali November 6,
Road, New 2017, for a
Delhi – 110002 period of 9
years.
5. M umbai 7th Floor, Leased Commencing No Yes Our Advance by 5th of
Office 701/A, from Company each calendar month
Mangalya, November
Marol - 16, 2022, for
Maroshi Road, a period of 3
Marol, years.
Mumbai-
400059
Maharashtra
6. Pu ne Office Aamod Leased Commencing No Yes Our Advance by 20th of
Apartment B- from Company each calendar month
Wing, 1st Floor, February 15,
Office Block 2025 until
No.34 Off, F.C. February 14,
Road, Shivaji 2028.
Nagar, Pune
411005,
Maharashtra
7. H yderabad 3rd Floor, Leased Commencing No Yes Our Advance by 7th of
Office Pranava from August Company each calendar month
Vaishnoi 7, 2024 for a
Business Park, period of 9
under GHMC years.
Serilingampally
Circle, Ranga
Reddy District,
Telangana
State.
8. B angalore Urban Desk, Leased Commencing No Yes Our Advance by 5th of
Office No. 73, 3rd from July 3, Company each calendar month
Floor, Service 2025, until
Road, July 2, 2026.
Shreelekha
Complex,
55S. Property Location / Nature of Term of Whether the Whether the Lessee Lease payment
No district holding Lease lessor is a related lease deed is terms
party (Yes/ No) stamped
and whether part
of
Promoter/Promo
ter Group
W.O.C Road,
2nd Stage,
Mahalakshmip
uram,
Bengaluru -
560086
9. Chennai Second Floor, Leased Commencing No Yes Our On or before 10th of
Office No. 2, 1st Cross from Company each calendar month
Street, September 1,
Achuthan 2024, for a
Nagar, period of 11
Ekkatuthangal, months.*
Chennai –
600032
10. Vijayawada Door No. 27- Leased Commencing No Yes Our Monthly
Office 22-43, J.D. from July 15, Company
Hospital Road, 2023, for a
Governorpet, period of 3
Vijayawada, years.
Krishna
District,
Andhra Pradesh
11. Guwahati A.T. Road, Leased Commencing No No Our 10th day of every
Office Bharalumukh, from July 1, Company following calendar
Guwaharti, 2017, and month
Kamrup valid unless
(Metro), terminated by
Assam, 781009 parties.
12. Pa tna Naya tola rai Leased Commencing No No Our 10th day of every
Office colony, Khagal from July 1, Company following calendar
Road, Phulwari 2017, and month
Sharif, Patna valid unless
District, Bihar - terminated by
801505 parties.
13. G oa Office HDS-23, HIG Leased Commencing No Yes Our On or before 1st of
Flats, Pundalik from October Company each calendar month
Nagar, Alto- 1, 2022, for a
Porvorim, Goa period 3
- 403521 years.
14. H aryana 412/4, Ram Leased Commencing No Yes Our On or before 7th of
Office Nagar, Gali from Company each calendar
no.7, Sector 8, December months
Gurugram, 20, 2024, for
Haryana, a period of 11
122001 months up to
November
19, 2025.
15. So lan Motia Plaza, Leased Commencing No Yes Our Advance by 7th of
Office Village Saraj from April 1, Company each calendar
Majra, Tehsil 2024, for a months
Baddi, period of 3
Distt Solan, years.
Himachal
Pradesh
16. Si nghbhum 1270/c, Mills Leased Commencing No No Our 10th day of every
Office and Godown from July 1, Company following calendar
Area, Burma 2017, and month
Mines, Tata valid unless
Nagar, terminated by
Jamshedpur, parties.
East
Singhbhum,
56S. Property Location / Nature of Term of Whether the Whether the Lessee Lease payment
No district holding Lease lessor is a related lease deed is terms
party (Yes/ No) stamped
and whether part
of
Promoter/Promo
ter Group
Jharkhand,
831002
17. Er nakulam VI/2125-G, Leased Commencing No No Our 10th day of every
Office Mattancherry from July 1, Company following calendar
vill, Gujarati 2017, and month
Road,Cochin,E valid unless
rnakulam, terminated by
Kerala-682002 parties.
18. In dore S-104, Leased Commencing No Yes Our Advance by 1st of
Office Shalimar Palms from Company each calendar
flate, September 1, months
Pipliyahana, 2024, for a
Indore, Madhya period of 11
Pradesh – 452 months.*
016
19. C uttack Sikharpur, Leased Commencing No No Our 10th day of every
Office Uppar Sahi, Ps- from July 1, Company following calendar
Malgodown, 2017, and month
Dist-Cuttack, valid unless
Odisha, 753003 terminated by
parties.
20. Lu dhiana B-23-131/2, Leased Commencing No Yes Our On or before 1st of
Office Industrial Area- from April 1, Company each calendar
A, Cheema 2025 for a Months
Chowk, period of 3
Ludhiana, years.
Punjab
21. Ja ipur Shop no. 38, Leased Commencing No Yes Our On or before 1st of
Office Muktanand from June 1, Company each calendar month
Nagar, Gopal 2024, for a
Pura By-Pass, period of 3
Jaipur, years.
Rajasthan,
302018
22. N oida O-1206 A – Leased Commencing No Yes Our On or before 1st of
Office Amrapali from October Company each calendar Month
Zodiac – Sector 1, 2023, for a
-120, Noida, period of 3
Guttam Budh years.
Nagar, Uttar
Pradesh
23. K olkata 369 Block K, Leased Commencing No Yes Our Advance by 7th of
Office New Alipore, from Company each calendar month
Kolkata, West November 1,
Bengal, 700026 2023, for a
period of 33
months.
24. A hmedaba Office No 201 Leased Commencing Yes, Promoter Yes Our On or before 10th of
d Office II to 203, 2nd from January Group Company each calendar
Floor, ISCON 1, 2024, for a months
Mall, opp. period of 5
Bidiwala Park, years.
Satelite Road,
Ahmedabad –
380015
25. G uest F-903 Tulip Leased Commencing Yes, Promoter No Our
House Citadel, from April 1, Group Company Annual
Ambawadi, 2025, for a
Ahmedabad - period of 3
380015 years.
26. G uest Anand Nagar, Leased Commencing Yes, Promoter No Our Annual
House 100 ft Ring from April 1, Group Company
57S. Property Location / Nature of Term of Whether the Whether the Lessee Lease payment
No district holding Lease lessor is a related lease deed is terms
party (Yes/ No) stamped
and whether part
of
Promoter/Promo
ter Group
Road, Nr 2025, for a
ParhladNagar period of 3
Garden, years.
Ahmedabad -
380051
27. O pen SP 5, Avichal Leased Commencing Yes, Promoter Yes Our 10th day of every
Storage Industrial Park from Group Company following calendar
Area in Sanand- December month
Ahmedaba Ahmedabad 10, 2024 for a
d period of 3
years.
* Renewal under process
Certain of our leases have expired in ordinary course, as highlighted in the table above. As on the date of this
Prospectus, we are in the process of renewing the expired leases. We cannot assure you that we shall continue to be
able to operate out of our existing premises or renew our existing leases at favourable terms or at all. Any such event
may adversely impact our operations and cash flows and may divert management attention from our business
operations. In case of any encumbrance or adverse impact or deficiency in the title of the owners or development rights
from whose premises we operate, breach of the contractual terms of any lease, or if any of the owners of these premises
do not renew the agreements under which we occupy the premises, or if they seek to renew such agreements on terms
and conditions unfavourable to us, or if they terminate our agreements, we may suffer a disruption in our operations
and shall have to look for alternate premises. In the event of relocation, we may be required to obtain fresh regulatory
licenses and approvals. Until we receive these, we may suffer disruptions in our operations and our business which
may adversely affect our financial condition.
Our Promoter Group, Manibhai & Brothers, Manibhai & Brothers (PCC) Sarkhej, Manibhai & Brothers Finance
Corporation, and Manibhai & Brothers Charitable Trust have given on lease five properties from the abovementioned
table (i.e. our Registered Office and the Godown in Ahmedabad, our Ahmedabad Office II and two guest houses), to
our Company, which may result in a conflict of interest with lessors of immovable property. Our Promoter Group,
Avichal Projects LLP has given on lease an open storage area to our Company, which may result in a conflict of
interest with lessors of immovable property If any conflict of interest arises in the future between our Promoter,
members of the Promoter Group, Company, KMPs, Directors, Subsidiaries and Group Companies and its directors,
and lessors of immovable properties, which are crucial for the operations of our Company, it may result in an adverse
effect on our business and results of operations.
45. Certain corporate records and other documents filed by us with the RoC, are not traceable. While we have
conducted a search with the RoC, in respect of the unavailability of such forms and other records, we cannot assure
you that such forms or records will be available at all or any time in the future.
Our Company is unable to trace certain corporate records and regulatory filings made by us. These include form 2, list
of allottees and form 32. We have included details of such allotments and appointments in this Prospectus based on
other corporate records such as the board and shareholders’ resolutions.
Accordingly, we had commissioned a physical and electronic search of the RoC records through an independent
practicing company secretary, Kashyap R. Mehta & Associates, Company Secretaries to ascertain the details of all
corporate actions undertaken by our Company since incorporation. Pursuant to the foregoing, the practicing company
secretary firm has issued its report dated July 16, 2025 (the “Search Report”). The key observations in relation to the
Search Report are as follows:
Nature of forms and records missing: The nature of forms and corporate records the practicing company secretary was
unable to locate are in relation to certain regulatory filings and corporate actions by our Company, include: (i) list of
allottees in relation to the allotment of equity shares dated November 5, 1984; (ii) form 2 in relation to the allotment
of equity shares dated May 11, 1985; (iii) form 32 in relation to the appointment of Girishbhai Manibhai Patel and
Vipinbhai Kantilal Patel as directors of the Company in 1984; (iv) form 32 in relation to appointment of Chirag
Hasmukhbhai Patel as a director of the Company in 1993.
We have also intimated the Registrar of Companies regarding the missing corporate records by way of our letter dated
September 24, 2024 and July 14, 2025. We cannot assure you that the regulatory filings or corporate records which
58we have not been able to locate will be available in the future, or that the information gathered in this regard is correct,
or that the regulatory filings were done in accordance with applicable law or at all or in timely manner. Additionally,
while no notices, disputes or penalties have arisen or been imposed in connection with these corporate records and
other documents as of the date of this Prospectus, we cannot assure you that no notices, dispute or penalties will arise
or be imposed on us in this regard in the future.
46. Our insurance coverage may not be adequate to protect us against all potential losses to which we may be subject
and this may have an adverse effect on our business.
We face the risk of loss resulting from product liability, contractual, warranty, and other lawsuits, whether or not such
claims are valid. In addition, our insurance may not be adequate to cover such claims or may not be available to the
extent we expect. For details of the insurance policies that we maintain, see “Our Business – Insurance” on page 244.
A successful claim that exceeds or is not covered by our policies could require us to pay sums. Our Company has
maintained various insurance policies, in amounts that we believe are commercially appropriate. The table below sets
out the total insured net assets as well as the percentage of insurance coverage as of the March 31, 2025, March 31,
2024, March 31, 2023:
Particulars As of March As of March 31, As of March 31,
31, 2025 2024 2023
Insurance Coverage (in ₹ millions)** 2,420.50 1,282.95 1,050.00
Net Assets as per Restated Financials (in ₹ millions)* 1,577.41 1,273.44 631.20
Percentage of insurance coverage (%) 153.45% 100.75% 166.35%
Claims made by the Company (in ₹ million (A) 3.66 1.57 4.17
Settlement amounts (in ₹ million) (B) 2.99 1.31 2.73
Amount of losses in insurance (A-B) 0.67 0.26 1.44
*Net Assets is calculated as Sum of Property, Plant and Equipment (net block), Capital Work-in-Progress, Net Intangible assets and excluding Net
value of Land and Development, Goodwill and Right of Use Assets based on Restated Consolidated Financial Statements.
**Total insurance coverage amount is calculated by considering insurance policies of property. Equipment’s, vehicles, erection and all risk
insurance/Net assets and excludes policies of Directors and officers, commercial general liability, professional indemnity and Mediclaim.
We maintain insurance policies that we believe are customary for companies operating in our industry and which are
necessary for our business. Our principal types of insurance coverage include, inter alia, contractor’s plant and
machinery policy, burglary insurance policy, standard fire and special perils policy, business secure insurance policy,
errors and omission liability insurance policy, and broadform liability insurance policy. We typically obtain motor
insurance policy and marine export import insurance open policy for the transit of goods. We have also obtained a
group mediclaim policy, group personal accident insurance, and employees compensation policy for our employees.
Although, we attempt to obtain coverage for and mitigate our liability for damages arising from negligent acts, errors
or omissions through insurance policies, our liability may sometimes not be covered as a result of the limitations of
liability set forth in our insurance policies. In such event, our insurance policies may not protect us from liability for
damages, which may lead to financial liability and other adverse consequences.
Further, while we believe that adequate insurance coverage shall be available in the future, there can be no assurance
that such coverage shall be available at costs and terms acceptable to us or that such coverage shall be adequate with
respect to future claims that may arise. If we are not able to adequately insure against the risks we face, or the insurance
coverage we have taken is inadequate to cover our losses, our business, financial condition and results of operations
could be adversely affected. While we have not had any instances in the Fiscal 2025, Fiscal 2024, and Fiscal 2023,
where our insurance claim exceeded the insurance coverage, we cannot assure you that such instances may not occur
in the future. However, there have been certain instances in Fiscal 2025, Fiscal 2024, and Fiscal 2023 where our
insurance claim exceeded the insurance payout. In addition, our insurance policies are subject to annual review, and
there can be no assurance that we shall be able to renew these policies on similar or otherwise acceptable terms, or at
all. If we were to incur a serious uninsured loss or a loss that exceeds the limits of our insurance policies, it could have
an adverse effect on our financial condition, results of operations and cash flows.
47. Our Company may not be able to secure additional funding in the future. In the event our Company is unable to
obtain sufficient funding, it may delay our Company’s growth plans and have a material adverse effect on the
business, cash flows and financial condition of our Company.
From time to time, our Company’s plans may change due to changing circumstances, new business developments,
new challenges or investment opportunities or unforeseen contingencies. If our Company’s plans change or if our
Company is required to adapt to changing circumstances or business realities, our Company may need to obtain
additional financing to meet inter alia capital expenditure requirements. Such financing may be in the form of debt
funding, which may be raised through borrowings from commercial banks, issue of debentures or other debt securities.
If our Company raises funds in future by incurring additional debt, the interest and debt repayment obligations of our
Company will increase, and our Company may be subject to supplementary or new covenants, which could limit the
ability to access cash flow from operations and/or other means of financing by our Company. Moreover, these
59additional funds could come at a higher cost which may impact the profitability of our Company. Further, our Company
cannot assure you that it will be able to obtain adequate financing to find future capital requirements on acceptable
terms, in time.
48. Our presence in the construction sector is limited only to pre-engineered building applications and self-supported
steel roofing.
As per the CRISIL Report, the construction sector can be classified into building construction,
industrial/manufacturing construction, and infrastructure construction. Furthermore, the construction industry can be
further categorised into conventional and non-conventional methods based on the type of construction
method/structure. Non-conventional structure can be further divided into (i) pre-cast, (ii) pre-fabricated; and (iii) pre-
engineered buildings (“PEBs”). PEBs are steel structures that are fabricated in the factories in a controlled environment
and transported to the construction site where the final assembly takes place. We: (i) provide comprehensive solutions
for PEBs which includes estimation, designing, engineering and manufacturing of PEBs and their components within
the controlled environment of our Manufacturing Facilities which are then supplied, installed and erected under
supervision through on-site project management; and (ii) manufacture complex steel components for our customers
across a variety of end-user industries for projects.
Our presence in the construction sector is limited to only pre-engineered building applications and self-supported steel
roofing. We cannot assure you that the demand for our pre-engineered buildings will be sustained at the same levels
in the future. As a result of reduced industrial capital expenditure, any adverse changes in demand or preference by
our customers and/or any unfavourable change in government policies which may affect such demand, the revenues
derived from our manufacture of PEBs could be lower than our expectations. This could have a material adverse effect
on our business, financial condition, results of operations and prospects. Factors affecting the pre-engineered buildings
industry or our customers could have a cascading effect on our business, financial condition and results of operations.
49. Our business and the industry in which we operate is susceptible to certain threats and challenges.
Our business and the industry in which we operate is susceptible to certain threats and challenges. For instance, our
PEB structures are susceptible to corrosion if not properly maintained. Additionally, as steel is the major raw material
for PEB construction and a good conductor of heat, it reduces the thermal comfort of the building and the overall fire
resistance of the building. As per the CRISIL Report, failure of PEB structures to gain widespread acceptance due to
limited awareness, knowledge gap, and misconceptions can limit the growth of the industry. Lack of skilled labours
including fabricators and designers may results in knowledge and experience gap, which may lead to operational
inefficiencies. High presence of unorganized segment combined with lack of differentiated offering may result in price
pressure in the industry. Further, some parts of PEB structures may require replacement or maintenance from time to
time, especially during the end of the lifespan of PEB structures.
50. We may not achieve the benefits we expect from recent or future acquisitions and business partnerships, which may
have an adverse effect on our profitability and ability to manage our business prospects. We had acquired 51% in
Modtech Machines Private Limited (“Modtech”) through a share subscription cum shareholders agreement dated
May 18, 2021 entered into by us with Modtech and its shareholders. However, due to global recessionary conditions
in the segment dealt with by Modtech, our Company’s performance was impacted. Accordingly, we exited Modtech
by selling its shares to another investor though a share purchase agreement dated May 24, 2023.
We may fail to identify or secure suitable acquisition or investment opportunities or our competitors may capitalize
on such opportunities before we do. Moreover, identifying such opportunities could demand management time and
resources, and negotiating and financing acquisitions and establishing business partnerships might involve costs and
uncertainties. If we fail to successfully source, execute and integrate acquisitions and investments in the future, our
overall growth may be impaired, and our business operations, financial performance and prospects may be materially
and adversely affected. For instance, we had acquired 51% in Modtech through a share subscription sum shareholders
agreement dated May 18, 2021 entered into by us with Modtech and its shareholders. However, due to global
recessionary conditions in the segment dealt with by Modtech, our Company’s performance was impacted. We exited
Modtech by selling its shares to another investor though a share purchase agreement dated May 24, 2023.
51. While issuing our Company’s Special Purpose Consolidated Financial Statements for the Financial Year ended on
March 31, 2023, our Statutory Auditors have drawn attention to one qualification included in the audit reports
issued by them in respect of our Company’s Special Purpose Consolidated Financial Statements for the Financial
year ended on March 31, 2023 on our erstwhile Subsidiary viz. Modtech Machines Private Limited. While our
Company has given the impact of the same in the Restated Consolidated Financial Information, there can be no
assurance that there will not be similar comments in future.
Our Statutory Auditors, in respect of our Company’s Special Purpose Consolidated Financial Statements for the
Financial year ended on March 31, 2023, have drawn attention to the following qualification:
60Particulars Qualification
Fiscal 2023 “However, there was one Qualification in the Audit Report issued by us on the Special Purpose
Consolidated Financial Statements for the Financial year ended on March 31, 2023, which required
adjustment in the Restated Consolidated Financial Statements which is accounting policy of providing for
Long term employee benefits as per the Indian Accounting Standard 19 for subsidiary Modtech Machines
Private Limited (which ceased to exist as subsidiary from 23rd May 2023). The company has made
adjustments of providing long term employee benefits expense for the said subsidiary on accrual basis in
the Restated Consolidated Financial Statements. As the said subsidiary is no longer a subsidiary of the
Company, said adjustment does not have any impact on the Company’s Profitability or Financial
Statements.”
Our Company has given the impact of the same in Note 26 of the Restated Consolidated Financial Information by
adjusting ₹0.78 million towards increase/ decrease in expenses/ income and ₹0.40 million towards difference
pertaining to changes in other comprehensive income due to restated effect for the period covered in Restated Financial
- Gratuity Liability as of March 31, 2023. While our Company has given the impact of the same as stated above, there
can be no assurance that there will not be similar comments in future which could have an adverse effect on our
business, results of operations, financial condition and cash flows.
52. We may not accomplish our growth strategy, and our business may suffer if we fail to manage our growth efficiently
or effectively, which could adversely affect our reputation, results from operations, financial conditions, cash flows
and reduce our profitability.
Our operations have expanded as a result of our strategy to expand into domestic and international markets, and we
aim to continue to explore viable means to consolidate the position of our operations, competitively positioning us in
the domestic and overseas market. There can be no assurance, however, that we shall be successful in our expansion
plans. If we fail to improve our existing systems or controls or to manage growth and expansion effectively, or the
cost of such expansion or growth exceeds the revenues generated by our efforts, we may fail in our strategy and our
business, financial condition and results of operations could be adversely affected. We expect our future growth to
place demands on our resources as well as our management. This shall require us to continuously evolve and improve
our operational, financial and internal controls across our organization.
As part of our strategy aimed towards business growth and improvement of market position, we intend to implement
several business strategies, which include:
• Leverage our leading position in the domestic PEB market to capitalize on the growth expected in the industry
and continue to strengthen and consolidate our presence in the self-supported steel roofing market.
• Augment our manufacturing facilities in our Phenix Division to better serve our customers by setting up a
strategically located manufacturing facility.
• Increase revenue contribution of exports by focussing on USA and other key markets.
• Expand our business through strategic alliances or inorganic opportunities.
These strategies are subject to certain risks and uncertainties. Our strategies may not succeed due to various factors,
including our inability to reduce our operating costs, our failure to develop new products and services with sufficient
growth potential as per the changing market preferences and trends, our failure to effectively market these new
products and services or foresee challenges with respect to our business initiatives, our failure to sufficiently upgrade
our infrastructure, machines, automation, equipment and technology as required to cater to the requirement of changing
demand and market preferences, our failure to maintain highest quality and consistency in our operations or to ensure
scaling of our operations to correspond with our strategy and customer demand, changes in GoI policy or regulation,
our inability to respond to regular competition, and other operational and management difficulties. Any failure on our
part to implement our strategies due to many reasons as attributed aforesaid could be detrimental to our long-term
business outlook and our growth prospects and may materially adversely affect our business, financial condition and
results of operations. For further details of our strategies, see “Our Business” on page 204.
There can be no assurance that our personnel, systems, procedures and controls shall be adequate to support our future
growth. Failure to effectively manage our expansion may lead to increased costs and reduced profitability and may
adversely affect our growth prospects. Any of the challenges highlighted above may cause us to delay, modify or
forego some or all aspects of our expansion plans. Further, there can be no assurance that we shall be able to execute
our strategies on time and within the budget, as and when estimated by the Company.
53. We are required to comply with various government regulations, including obtaining licenses, permits, approvals
and consents under certain environmental laws, which are critical for operating our Manufacturing Facilities. If
61we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required to operate
our business, results of operations and cash flows may be adversely affected.
We have two Manufacturing Facilities located at Sanand, Gujarat and Cheyyar, Tamil Nadu. Our operations are subject
to extensive government regulations, and we are required to obtain and maintain a number of statutory and regulatory
permits and approvals under central, state and local government rules in India and in respective regions that we have
operations, generally for carrying out our business, producing and marketing our products and for our facilities. We
confirm that as on date, our Company is not operating its business without having the material licenses as per the
regulatory and statutory requirements. For details of applicable regulations and approvals relating to our business and
operations, see “Government and Other Approvals” on page 400.
We may, in the future, be subjected to regulatory actions for violations including closure of our Manufacturing
Facilities, imposition of penalties and other penal actions against our Company and management, which may have a
negative impact on our business, reputation, results of operations and cash flows. Further, any failure to comply with
environmental laws and/or the terms and conditions of approvals issued under such environmental laws and regulations
could also impact our ability to obtain or renew the approvals with respect to our Manufacturing Facilities in a timely
manner or at all and may also adversely affect our ability to operate our units and consequently affect our results of
operations.
Failure by us to renew, maintain or obtain the required permits or approvals at the requisite time may result in the
interruption of our operations and may have an adverse effect on our business, financial condition and results of
operations. The approvals required by our Company are subject to numerous conditions and there can be no assurance
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 are also subject to a broad range of safety, health, labour, and workplace related laws and regulations in the
jurisdictions in which we operate, which impose controls on the disposal and storage of raw materials, noise emissions,
air and water discharges; on the storage, handling, discharge and disposal of chemicals, employee exposure to
hazardous substances and other aspects of our operations. Any of the foregoing could subject us to litigation, which
may increase our expenses in the event we are found liable and could adversely affect our reputation. The adoption of
stricter health and safety laws and regulations, stricter interpretations of existing laws, increased governmental
enforcement of laws or other developments in the future may require that we make additional capital expenditures,
incur additional expenses or take other actions in order to remain compliant and maintain our current operations. Under
the legal framework we operate in, we are also required to obtain and maintain a number of statutory and regulatory
permits, approvals, licenses, registrations and permissions for carrying out our business and operations.
54. There are outstanding litigations pending against us, our Subsidiaries, Directors, Promoters, KMPs and SMPs
which, if determined adversely, could affect our operations. We could suffer litigation expenses in defending these
claims and could be subject to damage, compensation, or other remedies, which could adversely affect our
reputation, business, results from operations, financial conditions and cash flows.
In the ordinary course of our business, we may receive liability and general commercial claims related to the conduct
of our business and the performance of our products and services, employment claims and other litigation claims.
Litigation resulting from these claims could be costly and time-consuming and could divert the attention of
management and key personnel from our business operations.
There are certain outstanding legal proceedings against our Company, Subsidiaries, Directors, Promoters, KMPs and
SMPs. These proceedings are pending at different levels of adjudication before various courts, tribunals, quasi-judicial
authorities and appellate tribunals and, if determined adversely, could adversely affect our reputation, business, results
of operations and financial condition.
A summary of outstanding litigation proceedings involving our Company, Subsidiaries, Directors, Promoters, KMPs
and SMPs as disclosed in “Outstanding Litigation and Material Developments” on page 395, in terms of the SEBI
ICDR Regulations and the Materiality Policy, as of the date of this Prospectus is provided below:
Name of Entity Criminal Tax Statutory or Disciplinary Actions Material Aggregate
Proceedings Proceedings Regulatory by the SEBI or the Civil amount
Proceedings stock exchanges Proceedings involved
against our (in ₹
Promoters in the last million)*
five Fiscals
Company
Against our Company Nil 24 Nil Not applicable Nil 866.29
By our Company 1 Nil Nil Not applicable 1 12.17
62Name of Entity Criminal Tax Statutory or Disciplinary Actions Material Aggregate
Proceedings Proceedings Regulatory by the SEBI or the Civil amount
Proceedings stock exchanges Proceedings involved
against our (in ₹
Promoters in the last million)*
five Fiscals
Directors (Non-Promoter
Directors)
Against our Directors Nil 13 Nil Not applicable Nil 34.32
By our Directors Nil Nil Nil Not applicable Nil Nil
Promoters (including the
Promoter Directors)
Against our Promoters Nil Nil Nil Nil Nil Nil
By our Promoters Nil Nil Nil Not applicable Nil Nil
Subsidiaries
Against our Subsidiaries Nil 3 Nil Not applicable Nil 34.00
By our Subsidiaries 1 Nil Nil Not applicable 2 44.43
Group Companies
Outstanding litigation Nil Nil Nil Not applicable Nil Nil
that has a material impact
on our Company
Key Managerial Personnel
By the Key Managerial Nil Not Nil Not applicable Not Nil
Personnel applicable applicable
Against the Key Nil Not Nil Not applicable Not Nil
Managerial Personnel applicable applicable
Senior Management
By the Senior Nil Not Nil Not applicable Not Nil
Management applicable applicable
Against the Senior Nil Not Nil Not applicable Not Nil
Management applicable applicable
* To the extent quantifiable
As on date of this Prospectus, our Company has one outstanding non-material civil proceedings amounting to ₹1.73
million (to the extent quantifiable).
There can be no assurance that these legal proceedings shall be decided in favour of our Company, Subsidiaries,
Directors or Promoters, KMP, SMP or Group Companies, as the case may be, or that no further liability shall arise out
of these proceedings. Further, such legal proceedings could divert management time and attention and consume
financial resources. Any adverse outcome in any of these proceedings may adversely affect our profitability and
reputation and may have an adverse effect on our results of operations and financial condition. For further details of
certain material legal proceedings involving our Company, our Subsidiaries, our Promoters, our Directors and our
Group Companies, see “Outstanding Litigation and Material Developments” beginning on page 395.
55. The success of our business depends on our strong management, including our Promoters, Directors, Key
Managerial Personnel and Senior Management Personnel, and on our operational workforce. In Fiscal 2025,
Fiscal 2024 and Fiscal 2023, our Company’s attrition rate for permanent employees was 15.01%, 19.09% and
22.10% respectively. Our inability to retain or to recruit highly skilled technical personnel that are necessary for
our business could adversely affect our business.
Our success largely depends upon the knowledge and experience of our Promoters, Directors, our Key Managerial
Personnel and our Senior Management Personnel as well as our ability to attract and retain skilled personnel. Any loss
of our Promoters, Directors, Key Managerial Personnel, Senior Management Personnel or our ability to attract and
retain them and other skilled personnel could adversely affect our business, financial condition and results of
operations. We depend on the management skills and guidance of our Promoters for development of business
strategies, monitoring their successful implementation and meeting future challenges. Further, we also depend on the
expertise, experience and continued efforts of our Directors, Key Managerial Personnel and our Senior Management
Personnel. Our future performance will depend largely on our ability to retain the continued service of our management
team. If one or more of our Key Managerial Personnel or Senior Management Personnel are unable or unwilling to
continue in his or her present position, it could be difficult for us to find a suitable or timely replacement and our
business, financial condition and results of operations could be adversely affected.
In addition, we may require a long period of time to hire and train replacement personnel when personnel with technical
expertise terminate their employment with us. We may also be required to increase our levels of employee
compensation more rapidly than in the past to remain competitive in attracting and retaining personnel with technical
expertise that our business requires. In Fiscal 2025, Fiscal 2024 and Fiscal 2023, our Company’s attrition rate for
63permanent employees was 15.01%, 19.09% and 22.10% respectively. The loss of the services of such persons is on
account of reasons such as retirement, termination, career growth, compensation, and personal reasons, amongst other
reasons and could have an adverse effect on our business, results of operations, cash flows and financial condition.
There is competition for management and other skilled personnel in the pre-engineering building and roofing solutions
industry in which we operate, and it may be difficult to attract and retain the personnel we require in the future. There
can be no assurance that our competitors will not offer better compensation packages, incentives and other perquisites
to such skilled personnel. In the event that we are not able to attract and retain talented employees as required for
conducting our business, or if we experience high attrition levels which are largely out of our control, or if we are
unable to motivate and retain existing employees, our business, financial condition and results of operations may be
adversely affected. For further information, see “Our Management” on page 267.
56. Our Promoters, certain of our Directors, Key Managerial Personnel, Senior Management Personnel and Promoter
Group may have interests in us other than reimbursement of expenses incurred and normal remuneration or
benefits.
Our Promoters, Directors, Key Managerial Personnel and Senior Management Personnel may be deemed to be
interested to the extent of Equity Shares held by them and by members of our Promoters Group, as well as to the extent
of any dividends, perquisites, employee stock options or other distributions on such Equity Shares. Girishbhai
Manibhai Patel, Chirag Hasmukhbhai Patel, Malav Girishbhai Patel, Vipinbhai Kantilal Patel, Birva Chirag Patel and
Aditya Vipinbhai Patel who are the Promoters of the Company also have an interest in the promotion or formation of
our Company. Further, certain of our Directors are also on the board of certain Subsidiaries and accordingly may be
deemed to be interested to the extent of the sitting fees, commission and remuneration payable to them by such
Subsidiaries. For further details, see “Capital Structure”, “Our Promoters and Promoter Group”, “Offer Document
Summary- Summary of Related Party Transactions” and “Our Management” beginning on pages 94, 286, 22 and 267,
respectively.
57. Our Promoters and certain members of our Promoter Group shall continue to retain control in our Company after
the Offer, which shall allow them to influence the outcome of matters submitted to shareholders for approval. Such
a concentration of ownership may also have the effect of delaying, preventing or deterring a change in control.
As on date of this Prospectus, our Promoters and certain members of our Promoter Group collectively hold 50,000,000
Equity Shares representing 100.00% of the pre-issued, subscribed and paid-up Equity Share capital of our Company.
After the completion of this Offer, our Promoters and certain members of our Promoter Group shall continue to hold
majority of the shareholding in our Company. As a result, our Promoters and certain members of our Promoter Group
shall continue to exercise control over us, including being able to control the composition of our Board of Directors
and determine decisions requiring simple or special majority voting, and our other shareholders shall be unable to
affect the outcome of such voting. Our Promoters and certain members of our Promoter Group may take or block
actions with respect to our business, which may conflict with our interests or the interests of our minority shareholders,
such as actions which delay, defer or cause a change of our control or a change in our capital structure, merger,
consolidation, takeover or other business combination involving us, or which discourage or encourage a potential
acquirer from making a tender Offer or otherwise attempting to obtain control of us. We cannot assure that our
Promoters and certain members of our Promoter Group shall act in our interest while exercising their rights in such
entities, which may in turn materially and adversely affect our business and results of operations. We cannot assure
you that our Promoters and certain members of our Promoter Group shall act to resolve any conflicts of interest in our
favour. If our Promoters and certain members of our Promoter Group sells a number of the Equity Shares in the public
market, or if there is a perception that such sale or distribution could occur, the market price of the Equity Shares could
be adversely affected. No assurance can be given that such Equity Shares that are held by the Promoters shall not be
sold any time after the Offer,
58. Variation in the utilisation of Net Proceeds would be subject to certain compliance requirements, including prior
shareholders’ approval.
We intend to use the net proceeds raised pursuant to the Fresh Issue as set forth under “Objects of the Offer” on page
114. At this stage, we cannot determine with any certainty if we would require the Net Proceeds to meet any other
expenditure or fund any exigencies arising out of competitive environment, business conditions, economic conditions
or other factors beyond our control. 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.
However, we will have flexibility in utilizing the balance Net Proceeds, if any, for general corporate purposes, subject
64to such utilisation not exceeding 25% of the Gross Proceeds from the Fresh Issue in accordance with Regulation 7(2)
of the SEBI ICDR Regulations
Further, our Promoters would be required to provide an exit opportunity to Shareholders who do not agree with our
proposal to change the objects of the Offer or vary the terms of such contracts, at a price and manner as prescribed by
SEBI. Additionally, the requirement on the Promoters to provide an exit opportunity to such dissenting shareholders
may deter the Promoters from agreeing to the variation of the proposed utilisation of the Net Proceeds, even if such
variation is in the interest of our Company. Further, we cannot assure you that the Promoters of our Company will
have adequate resources at their disposal at all times to enable them to provide an exit opportunity at the price
prescribed by SEBI. In light of these factors, we may not be able to undertake variation of objects of the Issue to use
any unutilized proceeds of the Offer, if any, or vary the terms of any contract referred to in this Prospectus, even if
such variation is in the interest of our Company. This may restrict our Company’s ability to respond to any change in
our business or financial condition by re-deploying the unutilised portion of Net Proceeds, if any, or varying the terms
of contract, which may adversely affect our business and results of operations.
59. We will not receive any proceeds from the Offer for Sale. The Selling Shareholders will receive the Net Proceeds
from the Offer for Sale.
The Offer consists of a Fresh Issue and an Offer for Sale. The Selling Shareholders shall be entitled to the Net proceeds
from the Offer for Sale, which comprise proceeds from the Offer for Sale net of Offer expenses shared by the Selling
Shareholder, and our Company will not receive any proceeds from the Offer for Sale.
60. We cannot assure payment of dividends on the Equity Shares in the future. 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 identified in the dividend policy of our
Company, liquidity position, profits, capital requirements, financial commitments and financial requirements
including business expansion plans, cost of borrowings, other corporate actions and other relevant or material factors
considered relevant by our Board, and external factors, such as the state of the economy and capital markets, applicable
taxes, regulatory changes and other relevant or material factors considered relevant by our Board. The declaration and
payment of dividends will be recommended by the Board of Directors and/ or approved by the Shareholders, at their
discretion, subject to the provisions of the Articles of Association, Dividend Policy, and applicable law, including the
Companies Act, 2013. 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, realisation of a gain on Shareholders’ investments will depend on the appreciation
of the price of the Equity Shares. There is no assurance that our Equity Shares will appreciate in value.
61. Employee misconduct or failure of our internal processes or procedures could harm us by impairing our ability to
attract and retain customers and subject us to legal liability and reputational harm, which could adversely affect
our reputation, business, results from operations, financial conditions and cash flows.
Our business is exposed to the risk of employee misconduct or the failure of our internal processes and procedures.
For example, misconduct by employees could involve the improper use or disclosure of confidential information,
which could result in costly litigation and serious reputational or financial harm. While we strive to monitor, detect
and prevent fraud or misappropriation by our employees, through various internal control measures and internal
policies, the precautions we take to prevent and detect such activity may not be effective in all cases and we may be
unable to adequately prevent or deter such activities in all cases. While we have not experienced such issues in the
past, there could be instances of fraud and misconduct by our employees which may go unnoticed for certain periods
of time before corrective action is taken. In addition, we may be subject to regulatory or other proceedings, including
claims for alleged negligence, in connection with any such unauthorized transaction, fraud or misappropriation by our
employees, which could adversely affect our goodwill, business prospects and future financial performance. Even
when we identify instances of fraud and other misconduct and pursue legal recourse or file claims with our insurers,
there can be no assurance that we shall recover any amounts lost through such fraud or other misconduct.
We may also be subject to theft or embezzlement by our employees, suppliers or third-party transportation or logistics
services provider, which may result in loss of our inventory. For instance, there was a theft of 200 metres of welding
copper wire from the consumable store of our Cheyyar Facility on December 30, 2024. For details, see “Outstanding
Litigation and Material Developments- Litigation involving our Company- Litigation filed by our Company” on page
395. Although, we have set up various security measures at our Manufacturing Facilities, such as deployment of
security guards and operational processes such as periodic stock taking, there can be no assurance that we will not
experience any theft, embezzlement, loss of stock in transit or similar incidents in the future, which could adversely
affect our reputation, results of operations, financial condition and cash flows.
6562. Certain sections of this Prospectus contain information from the CRISIL Report which we commissioned and
purchased and any reliance on such information for making an investment decision in the Offer is subject to
inherent risks.
Certain sections of this Prospectus include information based on, or derived from, the CRISIL Report or extracts of
the CRISIL Report prepared by CRISIL, which is not related to our Company, Subsidiaries, Directors, Promoters,
KMPs, SMPs or the Book Running Lead Managers. We commissioned and paid for this report for the purpose of
confirming our understanding of the industry in connection with the Offer. All such information in this Prospectus
indicates the CRISIL Report as its source. Accordingly, any information in this Prospectus derived from, or based on,
the CRISIL Report should be read taking into consideration the foregoing.
Industry sources and publications are also prepared based on information as of specific dates and may no longer be
current or reflect current trends. Industry sources and publications may also base their information on estimates,
projections, forecasts and assumptions that may prove to be incorrect. Industry sources do not guarantee the accuracy,
adequacy or completeness of the data. Further, the CRISIL Report is not a recommendation to invest / disinvest in any
company covered in the CRISIL Report. Accordingly, you should not place undue reliance on, or base their investment
decision solely on this information.
In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from undertaking any
investment in the Offer pursuant to reliance on the information in this Prospectus based on, or derived from, the
CRISIL Report. You should consult your own advisors and undertake an independent assessment of information in
this Prospectus based on, or derived from, the CRISIL Report before making any investment decision regarding the
Offer. See “Industry Overview” on page 145. For the disclaimers associated with the CRISIL Report, see “Certain
Conventions, Presentation of Financial, Industry and Market Data and Currency of Presentation- Industry and Market
Data” on page 15.
63. We may be exposed to the risks of breaches of data security, and malfunctions or disruptions of information
technology systems which may have an adverse effect on our business and results of operations.
We have deployed information technology systems and accounting system to support our business processes, including
sales, order processing, production, procurement, inventory management, quality control, product costing, human
resources, distribution and finance. We have implemented SAP, CRM and other employee related software. These
technology initiatives are intended to increase productivity and operating efficiencies, they may not achieve such
intended results. These systems may be potentially vulnerable to data security breaches, whether by employees or
others, which may result in unauthorized persons getting access to sensitive data. Such data security breaches could
lead to the loss of data related to our products and services and other proprietary information could be compromised.
These systems are also susceptible to outages due to telecommunications failures, natural disasters, computer viruses
or malware, break-ins and similar events. Effective response to such disruptions or malfunctions shall require effort
and diligence on the part of our third-party distribution partners and employees to avoid any adverse effect to our
information technology systems.
64. We track certain operational metrics with internal systems and tools. Certain of our operational metrics are subject
to inherent challenges in measurement which may adversely affect our business and reputation.
We track certain operational metrics, including transaction volumes and key business metrics such as EBIT, EBITDA,
EBITDA Margin, PAT Margin, Return on Equity, Return on Capital Employed, Net Debt, Net Debt to EBITDA, Net
Debt to Equity, Net Fixed Assets Turnover Ratio and Net Asset Value (per Equity Share) among others, with internal
systems and tools which may differ from estimates or similar metrics published by third parties due to differences in
sources, methodologies, or the assumptions on which we rely. Our internal systems and tools have a number of
limitations, and our methodologies for tracking these metrics may change over time, which could result in unexpected
changes to our metrics. If the internal systems and tools we use to track these metrics undercount or over count
performance or contain algorithmic or other technical errors, the data we report may not be accurate. While these
numbers are based on what we believe to be reasonable estimates of our metrics for the applicable period of
measurement, there are inherent challenges in measuring how our platforms are used across large populations. In
addition, limitations or errors with respect to how we measure data or with respect to the data that we measure may
affect our understanding of certain details of our business, which could affect our long-term strategies. If our operating
metrics are not accurate representations of our business, if investors do not perceive our operating metrics to be
accurate, or if we discover material inaccuracies with respect to these figures, we expect that our business, reputation,
results of operations and financial condition would be adversely affected.
65. Any downgrading of our credit rating by a credit rating agency may increase interest rates for our future
borrowings, which would increase our cost of borrowings, and adversely affect our ability to borrow on a
competitive basis.
66Credit ratings reflect the opinions of ratings agencies on our financial strength, operating performance, strategic
position and ability to meet our obligations. A decrease in these credit ratings could limit our access to capital markets
and increase our borrowing costs, which could materially and adversely affect our financial condition and operating
results. The table below sets out the credit ratings assigned by CRISIL Ratings to our long-term bank facilities and our
short term bank facilities for the periods set out below:
Date of the credit rating letter Long term rating Short term rating
July 15, 2025 CRISIL A-/ Stable CRISIL A2+
April 19, 2024 CRISIL A-/ Stable CRISIL A2+
October 26, 2023 CRISIL A-/ Stable CRISIL A2+
April, 2023 CRISIL BBB+ CRISIL A2
While we have not had any credit rating downgrades in in the Fiscal 2025, Fiscal 2024, and Fiscal 2023, our credit
rating may be downgraded in the future due to various factors, including factors which may be beyond our control.
Any future downgrade of our credit ratings may increase interest rates for refinancing our borrowings, which would
increase our cost of borrowings, and may have an adverse effect on our future issuances of debt and our ability to
borrow on a competitive basis. If any of these risks materialise, it could have a material adverse effect on our business,
reputation, results of operations and financial condition.
66. Upon listing, we may be subject to additional costs/unanticipated expenses arising from the obligations that a listed
public company has to comply with, under the applicable regulatory framework in India.
We are not a publicly listed company and have not, historically, been subjected to the increased scrutiny of our affairs
by shareholders, regulators and the public at large that is associated with being a listed company. As a listed public
company, we shall incur legal, accounting, insurance and other expenses that we have not incurred as an unlisted
public company, including costs associated with listed company reporting and corporate governance requirements.
We expect that rules and regulations shall increase our legal and financial compliance costs and make some activities
more time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty.
Laws and regulations could also make it more difficult or costly for us to obtain certain types of insurance, including
director and officer liability insurance, and we may be forced to accept reduced policy limits and coverage or incur
higher costs to obtain the same or similar coverage. Laws and regulations could also make it more difficult for us to
attract and retain qualified persons to serve on our board of directors, our board committees or as our senior
management. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to
delisting, fines, sanctions and other regulatory action and potentially civil litigation. Any such action could adversely
affect our business, financial condition and results of operations and cash flow.
For instance, we shall be subject to the Listing Regulations which shall 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 as promptly as other listed companies. Further, as a publicly listed company, we shall need
to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial
reporting, including keeping adequate records of daily transactions. In order to maintain and improve the effectiveness
of our disclosure controls and procedures and internal control over financial reporting, resources and management
attention shall 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 there can be no assurance that we shall be able to do so in a timely and efficient manner.
External Risks
67. A slowdown in economic growth in India could cause our business to suffer.
Our performance and the growth of our business are dependent on the health of the overall Indian economy. Any
slowdown or perceived slowdown in the Indian economy or future volatility in global commodity prices could
adversely affect our business. Additionally, an increase in trade deficit, 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, financial condition, results of operations and prospects.
India’s economy could be adversely affected by a general rise in interest rates or inflation, adverse weather conditions
affecting agriculture, commodity and energy prices as well as various other factors. A slowdown in the Indian economy
could adversely affect the policy of the GoI towards our industry, which may in turn adversely affect our financial
performance and our ability to implement our business strategy.
67The Indian economy is also influenced by economic development and market conditions in other countries, particularly
emerging market conditions in Asia. A decline in India’s foreign exchange reserves and exchange rate fluctuations
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, financial
condition, results of operations and prospects.
India has experienced instances of social, religious and civil unrest and hostilities between neighbouring countries
from time to time. 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. Events of this nature in the future, as well as social
and civil unrest within other countries in Asia, could influence the Indian economy negatively.
Further, 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 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 application of GST; 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 regulatory or economic developments
in or affecting India or its financial services sectors.
Any slowdown or perceived slowdown in the economic growth of the Indian economy, or in specific sectors of the
Indian economy, could adversely affect our business, financial condition and results of operations, and the price of the
Equity Shares.
68. Natural or man-made disasters, fires, epidemics, pandemics, acts of war, terrorist attacks, civil unrest and other
events could materially and adversely affect our business.
Natural disasters (such as typhoons, cyclones, storms, tsunamis, fires, explosions, flooding, and/or earthquakes),
epidemics, pandemics such as COVID-19, and man-made disasters, including acts of war, military actions, terrorist
attacks, and other events, 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, financial condition, and results of
operations.
Recent developments in the ongoing conflict between the state of Israel and Iran has 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.
India has experienced instances of social, religious and civil unrest and hostilities between neighbouring countries
from time to time. 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. Events of this nature in the future, as well as social
and civil unrest within other countries in Asia, could influence the Indian economy negatively. Any terrorist attacks
or civil unrest as well as other adverse social, economic, and political events 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.
A number of countries in Asia, including India, as well as countries in other parts of the world, are susceptible to
contagious diseases and, for example, have had confirmed cases of diseases such as the highly pathogenic H7N9,
H5N1, and H1N1 strains of influenza in birds and swine and more recently, the SARS-CoV-2 virus. Any future
outbreaks of SARS-CoV-2 virus or a similar contagious disease could adversely affect the global economy and
economic activity in the region. As a result, any present or future outbreak of a contagious disease could have a material
adverse effect on our business and the trading price of the Equity Shares.
Further, 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 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 application of GST; political instability, terrorism or military conflict in India or in
68countries 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 regulatory or economic developments
in or affecting India or its financial services sectors. Any slowdown or perceived slowdown in the economic growth
of the Indian economy, or in specific sectors of the Indian economy, could adversely affect our business, financial
condition and results of operations, 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.
69. If inflation were to rise in India, we might not be able to increase the prices of our products and services at a
proportional rate in order to pass costs on to our customers 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 wages and other expenses relevant to our business.
High fluctuations in inflation rates may make it more difficult for us to accurately estimate or control our costs. Any
increase in inflation in India can increase our expenses, which we may not be able to adequately pass on to our
customers, 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 increase the price of our products and services to pass the increase in costs on
to our customers. In such case, our business, results of operations, cash flows and financial condition may be adversely
affected.
Further, the Government of India 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.
70. A slowdown in our exports due to tariffs and trade barriers and international sanctions could adversely affect our
business, financial condition and results of operations.
A portion of our revenue is derived from our international business. From time to time, tariffs, quotas and other tariff
and non-tariff trade barriers may be imposed on our products in jurisdictions in which we operate or seek to sell our
products. There can be no assurance that the countries or regions (like the European Community) where we seek to
sell our products will not impose trade restrictions on us in future. We may also be prohibited from exporting to certain
restricted countries that may be added to a sanctions list maintained by the Government of India or other foreign
governments, such as the Specially Designated Nationals and Blocked Persons list maintained by the Office of Foreign
Assets Control of the US Department of Treasury in the United States. In February 2022, hostilities between Russia
and the Ukraine commenced, which has led to the imposition of sanctions of various Russian interests (and in some
cases Belarus) by the European Union, Australia, Canada, Japan, New Zealand, Switzerland, South Korea, the United
Kingdom and the United States. Any such imposition of trade barriers or international sanctions may have an adverse
effect on our business, financial condition and results of operations.
71. Changing laws, rules and regulations and legal uncertainties, including adverse application of corporate and tax
laws, may adversely affect our business, prospects and results of operations.
The regulatory and policy environment in which we operate is evolving and subject to change. Such changes, including
the instances mentioned below, may adversely affect our business, 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 announced the union budget for 2025, following which the Finance (No.2) Act, 2024 was
enacted which inter alia increased the rate of taxation of short term capital gains and long term capital gains arising
from transfer of an equity share. Investors are advised to consult their own tax advisors and to carefully consider the
potential tax consequences of owning Equity Shares.
Further, the Government of India introduced new laws relating to social security, occupational safety, industrial
relations and wages namely, the Code on Social Security, 2020 (“Social Security Code”), the Occupational Safety,
Health and Working Conditions Code, 2020, the Industrial Relations Code, 2020 and the Code on Wages, 2019, which
consolidate, subsume and replace numerous existing central labour legislations, which were to take effect from April
1, 2021 (collectively, the “Labour Codes”). The Government of India has deferred the effective date of
implementation of the respective Labour Codes, and they shall come into force from such dates as may be notified.
Different dates may also be appointed for the coming into force of different provisions of the Labour Codes. While
the rules for implementation under these codes have not been finalized, as an immediate consequence, the coming into
force of these codes could increase the financial burden on our Company, which may adversely affect our profitability.
69For instance, under the Social Security Code, a new concept of deemed remuneration has been introduced, such that
where an employee receives more than half (or such other percentage as may be notified by the Central Government)
of their total remuneration in the form of allowances and other amounts that are not included within the definition of
wages under the Social Security Code, the excess amount received shall be deemed as remuneration and accordingly
be added to wages for the purposes of the Social Security Code and the compulsory contribution to be made towards
the employees’ provident fund.
Unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules and regulations
including foreign investment and stamp duty laws governing our business and operations could result in us being
deemed to be in contravention of such laws and may require us to apply for additional approvals. We may incur
increased costs and other burdens relating to compliance with new requirements, which may also require management
time and other resources, and any failure to comply may adversely affect our business, results of operations, financial
condition, cash flows and prospects. Uncertainty in the application, interpretation or implementation of any
amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited body,
of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may affect the
viability of our current business or restrict our ability to grow our businesses in the future.
72. We may be affected by competition laws in India and any adverse application or interpretation of the Competition
Act could in turn adversely affect our business.
The Competition Act, 2002, as amended (the “Competition Act”) was enacted for the purpose of preventing practices
that have or are likely to have an adverse effect on competition (“AAEC”). Under the Competition Act, any
arrangement, understanding or action in concert, whether formal or informal, which causes or is likely to cause an
AAEC is deemed void and attracts monetary penalties.
Further, any agreement among competitors which directly or indirectly (i) involves determination of purchase or sale
prices, limits or controls production, supply, markets, technical development, investment or provision of services;
(ii) or shares the market or source of production or provision of services by way of geographical area, type of goods
or services or number of customers in the relevant market; (iii) directly or indirectly results in bid-rigging or collusive
bidding is presumed to have an appreciable adverse effect on competition in the relevant market in India and shall be
void.
Further, the Competition Act prohibits abuse of 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 company, that person shall be guilty of the
contravention and liable to be punished.
On March 4, 2011, the Government notified and brought into force the combination regulation (merger control)
provisions under the Competition Act which came into 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 the 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.
The Competition Act aims to, among others, prohibit all agreements and transactions which may have an AAEC in
India. Consequently, certain agreements entered into by us could be within the purview of the Competition Act.
Further, 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. The impact of the provisions
of the Competition Act on the agreements entered into by us cannot be predicted with certainty at this stage. However,
since we pursue an acquisition driven growth strategy, we may be affected, directly or indirectly, by the application or
interpretation of any provision of the Competition Act, any enforcement proceedings initiated by the CCI, any adverse
publicity that may be generated due to scrutiny or prosecution by the CCI, or any prohibition or penalties levied under
the Competition Act, which would adversely affect our business, results of operations, cash flows and prospects.
Recently, the Government of India has notified a provision related to investigation procedure whereby, regulator CCI
can issue show cause notices to parties concerned as well as grant them time to respond before passing a final order.
The Competition Act was amended on April 11, 2023, the Competition (Amendment) Act, 2023 has been enacted to
increase the ease of doing business in India and enhance transparency. The Act requires notification of transactions
that exceed a global deal value of ₹ 2,000 crores, subject to the target having “substantial business operations” in India,
formalizes a lower threshold of ‘control’, i.e., the ability to exercise material influence, in any manner, over the
management or affairs or strategic commercial decisions, to exempt combinations from the standstill obligations under
70Section 6(2A) of the Act, if the combinations involve: (a) an open offer; or (b) an acquisition of shares or securities,
through a series of transactions on a regulated stock exchange etc.
73. Certain differences exist between Ind AS used to prepare our financial information and other accounting
principles, such as US GAAP and IFRS, which may affect investors’ assessments of our Company’s financial
condition.
The Restated Consolidated Financial Statements for the Fiscal 2025, Fiscal 2024, and Fiscal 2023, included in this
Prospectus are derived from audited special purpose consolidated interim financial statements as of and for audited
consolidated financial statements for the Financial Years ended March 31, 2025, March 31, 2024, March 31, 2023
prepared in accordance with Ind AS the provisions of the Companies Act, 2013 and other accounting principles
generally accepted in India and restated by our Company in accordance with the requirements of Section 26 of Part I
of Chapter III of the Companies Act, 2013, relevant provisions of the SEBI ICDR Regulations, and the Guidance Note
on Reports on Company Prospectuses (Revised 2019) issued by the ICAI. Ind AS differs from accounting principles
with which you may be familiar, such as Indian GAAP, IFRS and US GAAP.
We have not attempted to explain in a qualitative manner the impact of the IFRS or US GAAP on the financial
information included in this Prospectus, nor do we provide a reconciliation of our financial information to those of US
GAAP or IFRS. US GAAP and IFRS differ in respects from Ind AS and Indian GAAP, which may differ from
accounting principles with which you may be familiar in other countries. Accordingly, the degree to which the financial
information included in this Prospectus, which is restated as per the SEBI ICDR Regulations, will provide meaningful
information is entirely dependent on the reader’s level of familiarity with Indian accounting practices, Ind AS, the
Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting
practices, Ind AS, the Companies Act and the SEBI ICDR Regulations, on the financial disclosures presented in this
Prospectus should accordingly be limited. You should review the accounting policies applied in the preparation of the
Restated Consolidated Summary Statements and consult your own professional advisers for an understanding of the
differences between these accounting principles and those with which they may be more familiar.
74. We may be impacted by an adverse change in India’s sovereign credit rating by a domestic or international rating
agency.
Our borrowing costs and our access to the debt capital markets depend on the credit ratings of India. 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 financing and the interest rates and other commercial terms at which such
financing is available, including raising any overseas additional financing. A downgrading of India’s credit ratings
may occur, for reasons beyond our control such as, upon a change of government tax or fiscal policy or a decline in
India’s foreign exchange reserves. This could have an adverse effect on our ability to fund our growth on favourable
terms or at all, and consequently adversely affect our business and financial performance and the price of the Equity
Shares.
Risks related to the Offer and the Equity Shares
75. Investors may not be able to immediately sell any of the Equity Shares they subscribe to in this Offer on an Indian
stock exchange.
The Equity Shares will be listed on the Stock Exchanges. Pursuant to the applicable Indian laws and practice,
permission for listing of the Equity Shares will not be granted till the Equity Shares in this Offer have been issued and
allotted and all relevant documents are submitted to the Stock Exchanges. Further, certain actions must be completed
prior to the commencement of listing and trading of the Equity Shares such as the Investor’s book entry or ‘demat’
accounts with the depository participants in India, the Allotment of Equity Shares in the Offer and the credit of such
Equity Shares to the applicant’s demat account with the depository participant. Any failure or delay in obtaining the
approval or otherwise commence trading in Equity Shares would restrict your ability to dispose of your Equity Shares.
We cannot assure you that the Equity Shares will be credited to investors’ demat accounts or that trading in the Equity
Shares will commence in a timely manner (as specified herein) or at all. We could also be required to pay interest at
the applicable rates if the allotment is not made, refund orders are not dispatched or demat credits are not made to
investors within the prescribed time periods.
76. Pursuant to listing of the Equity shares, we may be subject to pre-emptive surveillance measures like additional
Surveillance Measures (“ASM”) and Graded surveillance Measures (“GSM”) by the Stock Exchanges in the order
to enhance market integrity and safeguard the interest of the investors.
On and post the listing of equity shares, we may be subject to ASM and GSM by the Stock Exchange(s) and the
Securities and Exchange Board of India. These measures have been introduced in order to enhance market integrity
71and safeguard the interest of investors and to alert and advise investors to be extra cautious and carry out necessary
due diligence while dealing in such securities.
The criteria for shortlisting any scrip trading on the Stock Exchange(s) under the ASM is based on an objective
criterion as jointly decided by SEBI and the Stock Exchange(s) which include market based dynamic parameters such
as high low variations, client concentration, close to close price variation, market capitalization, volume variation,
delivery percentage, number of unique PAN’s and price to equity ratio. A scrip is typically subjected GSM measures
where there is an abnormal price rise that is not commensurate with the financial heath and fundamentals of a company
which inter alia includes factors like earnings, book value, fixed assets and net worth to the equity ratio etc. The price
of our equity shares may also fluctuate after the offer due to several factors such as volatility in the Indian and global
securities market, our profitability and performance, the performance of our competitors, change in the estimates of
our performance or any other political or economic factor. The occurrence of any of the above-mentioned factors may
trigger the parameters identified by SEBI and the Stock Exchange(s) for the placing securities under the GSM and
ASM framework. In the event of our Equity Shares are covered under such pre-emptive surveillance measures
implemented by SEBI and the Stock Exchange(s), we may be subject to certain additional restrictions in the relation
to trading of our Equity Shares such as limiting trading frequency (for example trading either allowed in a week or a
month) higher margin requirements of settlement on a trade for trade basis without netting off requirement of
settlement on gross basis or freezing price on upper side of trading which may have an adverse effect on the market
price of our Equity Shares or may in general cause disruptions in the development of an active market for and trading
and liquidity of our Equity Shares and on the reputation and conditions of our Company.
For further details in relation to the ASM and GSM Surveillance Measures, including criteria for shortlisting and
review of Listed Securities, exemptions from shortlisting and frequently asked questions (FAQs), among other details,
refer to the websites of the NSE and the BSE.
77. The Offer Price, market capitalisation to revenue multiple and price to earnings ratio based on the Offer Price of
our Company, may not be indicative of the market price of the Equity Shares on listing.
Our market capitalisation (based on the Offer Price) to revenue (Fiscal 2025) multiple is 2.23 times and price to
earnings ratio (based on profit after tax for Fiscal 2025) is 24.98 at the upper end of the Price Band.
The Offer Price has been determined by our Company in consultation with BRLMs based on various factors and
assumptions. Furthermore, the Offer Price of the Equity Shares has been determined by our Company in consultation
with Book Running Lead Manager through the Book Building Process, and was based on numerous factors, including
factors as described under “Basis for the Offer Price” beginning on page 131 and may not be indicative of the market
price for the Equity Shares after the Offer. Accordingly, the Offer Price, multiples and ratio may not be indicative of
the market price of the Equity Shares on listing or thereafter. The factors that could affect the market price of the
Equity Shares include, among other, broad market trends, our financial performance and results post-listing, and other
factors beyond our Company’s control.
Prior to the Offer, there has been no public market for our Equity Shares, and an active trading market on the Stock
Exchanges may not develop or be sustained after the Offer. Listing and quotation does not guarantee that a market for
the Equity Shares will develop, or if developed, the liquidity of such market for the Equity Shares. The valuation
exercise undertaken for the purposes of the Offer by our Company, in consultation with the Book Running Lead
Managers, is not based on a benchmark with our industry peers. The relevant financial parameters based on which the
Price Band would be determined, shall be disclosed in the advertisement that would be issued for publication of the
Price Band. The market price of the Equity Shares may be subject to 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, announcements by us or our competitors of acquisitions, strategic alliances, announcements by third parties or
governmental entities of claims or proceedings against us, volatility in the securities markets in India and other
jurisdictions, variations in the growth rate of financial indicators, variations in revenue or earnings estimates by
research publications, and changes in economic, legal and other regulatory factors. As a result, the market price of the
Equity Shares may decline below the Offer Price. We cannot assure you that you will be able to sell your Equity Shares
at or above the Offer Price.
78. The Offer Price of the Equity Shares may not be indicative of the market price of the Equity Shares after the Offer.
On listing, the Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of the
Equity Shares will be paid in Indian Rupees and subsequently converted into appropriate foreign currency for
repatriation, if required. Any adverse movement in currency exchange rates during the time it takes to undertake such
conversion may reduce the net dividend to investors. In addition, any adverse movement in 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 net proceeds received by
72shareholders. For example, the exchange rate between the Indian Rupee and the U.S. dollar has fluctuated in recent
years and may continue to fluctuate in the future, which may have an adverse effect on the returns on our Equity
Shares, independent of our operating results.
79. Investors may be subject to Indian taxes arising out of capital gains on the sale of the Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an
Indian company is generally taxable in India. A securities transaction tax (“STT”) is levied on and collected by an
Indian stock exchange on which equity shares are sold. Any gain realized on the sale of listed equity shares held for
more than 12 months may be subject to long term capital gains tax in India at the specified rates depending on certain
factors, such as STT is paid, the quantum of gains and any available treaty exemptions. Accordingly, you may be
subject to payment of long term capital gains tax in India, in addition to payment of STT, on the sale of any Equity
Shares held for more than 12 months. Furthermore, any gain realized on the sale of listed equity shares held for a
period of 12 months or less will be subject to short term capital gains tax in India. Earlier, distribution of dividends by
a domestic company was subject to Dividend Distribution Tax (“DDT”), in the hands of the company and such
dividends were generally exempt from tax in the hands of the shareholders. However, the government of India has
amended the Income Tax Act to abolish the DDT regime. Under the extant provisions, any dividend distributed by a
domestic company is subject to tax in the hands of the concerned shareholder at the applicable rates. Additionally, the
company distributing dividends is required to withhold tax on such payments at the applicable rate. However, non-
resident shareholders may claim benefit of the applicable tax treaty, subject to satisfaction of certain conditions.
Furthermore, if non-resident shareholders of entities holding the Equity Shares exit by way of sale or redemption of
the shares held by them abroad in such entities, such non-resident shareholders could be taxed on capital gains in India
if the offshore shares derive value from Indian assets, subject to certain exemptions. Capital gains arising from the sale
of the Equity Shares will be exempt from taxation in India only in limited situations and 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. Similarly, any business income
realized from the transfer of Equity Shares held as trading assets is taxable at the applicable tax rates subject to any
treaty relief, if applicable, to a non-resident seller.
Furthermore, the Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020 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.
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, results of operations, financial condition and cash flows. Investors should
consult their own tax advisors about the consequences of investing in or trading in Equity Shares.
80. QIBs and Non-Institutional Investors were 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 and Eligible
Employees are not permitted to withdraw their Bids after the Bid/Offer Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and Non-Institutional Investors were required to pay the bid amount
on submission of the bid and were 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. RIIs and Eligible Employees could revise or withdraw their
Bids during the Bid/Offer Period and until the Bid/Offer Closing Date, but not thereafter. While our Company is
required to complete Allotment pursuant to the Offer within such period as may be prescribed under applicable law,
events affecting the Bidders’ decision to invest in our Equity Shares, including adverse changes in international or
national monetary policy, financial, political or economic conditions, our business, financial condition and results of
operations may arise between the date of submission of the Bid and Allotment. Our Company may complete the
Allotment of our Equity Shares even if such events occur, and such events limit the Bidders’ ability to sell our Equity
Shares Allotted pursuant to the Offer or cause the trading price of our Equity Shares to decline on listing. QIBs and
Non-Institutional Bidders would 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.
81. The determination of the Price Band was based on various factors and assumptions and the Offer Price of our
Equity Shares may not be indicative of the market price of our Equity Shares after the Offer.
The determination of Price Band was based on various factors and assumptions and was determined by our Company
in consultation with the Book Running Lead Managers. Furthermore, the Offer Price of the Equity Shares was
73determined by our Company, in consultation with the Book Running Lead Managers through the book building process
prescribed under the SEBI ICDR Regulations.
The Offer Price was based on numerous factors, as described under “Basis for Offer Price” beginning page 131 may
not be indicative of the market price for our Equity Shares after the Offer. The market price of our Equity Shares could
be subject to fluctuations after the Offer and may decline below the Offer Price. In addition, the stock market often
experiences price and volume fluctuations that are unrelated or disproportionate to the operating performance of a
particular company. These broad market fluctuations and industry factors may materially reduce the market price of
the Equity Shares, regardless of our Company’s performance. As a result of these factors, we cannot assure you that
investors will be able to resell their Equity Shares at or above the Offer Price.
82. Any future issuance of Equity Shares or convertible securities or other equity linked instruments by us may dilute
your shareholding, and sales of Equity Shares by our major shareholders, may adversely affect the trading price of
the Equity Shares.
We may be required to finance our growth through future equity offerings. Any future equity issuances by us, including
a primary offering and grants of stock options under our employee stock option plan, may lead to the dilution of
investors’ shareholdings in us. Any future issuances of Equity Shares or the disposal of Equity Shares by our major
shareholders or the perception that such issuance or sales may occur after the completion of this Offer (subject to
compliance with the lock-in provisions under the SEBI ICDR Regulations), may adversely affect the trading price of
the Equity Shares, which may lead to other adverse consequences including difficulty in raising capital through
offering of the Equity Shares or incurring additional debt. There can be no assurance that we will not issue further
Equity Shares or that the shareholders will not dispose of the Equity Shares. Any future issuances could also dilute the
value of your investment in the Equity Shares. In addition, any perception by investors that such issuances or sales
might occur may also affect the market price of the Equity Shares.
83. Foreign investors are subject to foreign investment restrictions under Indian law, which may adversely affect the
market price of the Equity Shares.
As an Indian company, we are subject to exchange controls that regulate borrowing in foreign currencies, including
those specified under FEMA and the rules thereunder. Under the foreign exchange control regulations currently in
force in India, transfers of shares between non-residents and residents are freely permitted (subject to certain
restrictions) if they comply with the pricing guidelines and reporting requirements specified by the RBI. If the transfer
of shares is not in compliance with such requirements or falls under any of the exceptions specified by the RBI, then
the approval of the RBI will be required for such transaction to be valid. We cannot assure investors that any required
approval from the RBI or any other Indian government agency can be obtained on any particular terms, or at all.
Furthermore, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the
Foreign Exchange Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April
22, 2020, any investment, subscription, purchase or sale of equity instruments by entities of a country which shares a
land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of any
such country, will require prior approval of the GoI, as prescribed in the Consolidated FDI Policy dated October 15,
2020 and the FEMA Rules. These investment restrictions shall also apply to subscribers of offshore derivative
instruments. Restrictions on foreign investment activities and impact on our ability to attract foreign investors may
cause uncertainty and delays in our future investment plans and initiatives. We cannot assure you that any required
approval from the RBI or any other governmental agency can be obtained on any particular term or at all.
Additionally, the Indian government may impose foreign exchange restrictions in certain emergency situations,
including situations where there are sudden fluctuations in interest rates or exchange rates, where the Indian
government experiences extreme difficulty in stabilizing the balance of payments or where there are disturbances in
the financial and capital markets in India. These restrictions may require foreign investors to obtain the Indian
government’s approval before acquiring Indian securities or repatriating the interest or dividends from those securities
or the proceeds from the sale of those securities. There can be no assurance that any approval required from the RBI
or any other government agency can be obtained on any particular terms or at all.
For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page 449. Our ability to raise
any foreign capital under the FDI route is therefore constrained by Indian law, which may adversely affect our business,
cash flows, results of operations, financial condition and prospects.
84. Foreign investors may have difficulty enforcing judgments against us or our management.
The enforcement of civil liabilities by overseas investors in our Equity Shares, including the ability to effect service
of process and to enforce judgments obtained in courts outside of India may be adversely affected by the fact that we
are incorporated under the laws of the Republic of India and all of our executive officers and Directors reside in India.
74As a result, it may be difficult to enforce the service of process upon us and any of these persons outside of India or to
enforce outside of India, judgments obtained against us and these persons in courts outside of India. Recognition and
enforcement of foreign judgments is provided for under Section 13 and Section 44A of the Civil Procedure Code
(“Civil Code”) on a statutory basis. Section 44A of the Civil Code provides that where a foreign judgment has been
rendered by a superior court, within the meaning of that Section, in any country or territory outside India which the
Government has by notification declared to be in reciprocating territory, it may be enforced in India by proceedings
in execution as if the judgment had been rendered by the relevant court in India. However, Section 44A of the Civil
Code is applicable only to monetary decrees not being in the same nature of amounts payable in respect of taxes, other
charges of a like nature or in respect of a fine or other penalties.
The United Kingdom, Singapore and Hong Kong, among other countries, have been declared by the Government to
be a reciprocating territory for the purposes of Section 44A of the Civil Procedure Code. 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 Civil Procedure Code, and not by proceedings in execution. Section 13 of the Civil Code 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; or (vi) where the judgment sustains a claim founded on a breach of any law then in force in India.
Under the Civil Procedure Code, a court in India shall, upon the production of any document purporting to be a certified
copy of a foreign judgment, presume that the judgment was pronounced by a court of competent jurisdiction, unless
the contrary appears on record. The suit must be brought in India within 3 years from the date of judgment in the same
manner as any other suit filed to enforce a civil liability in India.
Further, there are considerable delays in the disposal of suits by Indian courts. It may be unlikely 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 may be
unlikely that an Indian court would enforce foreign judgments if it viewed the amount of damages awarded as excessive
or inconsistent with public policy in India. A party seeking to enforce a foreign judgment in India is required to obtain
prior approval from the RBI under FEMA to repatriate any amount recovered pursuant to execution and any such
amount may be subject to income tax in accordance with applicable laws. Any judgment or award in a foreign currency
would be converted into Indian Rupees on the date of the judgment or award and not on the date of the payment.
85. Holders of Equity Shares could be restricted in their ability to exercise pre-emptive rights under Indian law and
could thereby suffer future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India is required to offer holders of its
Equity Shares pre-emptive rights to subscribe and pay for a proportionate number of Equity Shares to maintain their
existing ownership percentages prior to the issuance of any new equity shares, unless the pre-emptive rights have been
waived by the adoption of a special resolution by holders of three-fourths of the Equity Shares who have voted on
such resolution. However, if the laws of the jurisdiction that you are in does not permit the exercise of such pre-emptive
rights without us filing an offering document or registration statement with the applicable authority in such jurisdiction,
you will be unable to exercise such pre-emptive rights unless we make such a filing. We may elect not to file a
registration statement in relation to pre-emptive rights otherwise available by Indian law to you. To the extent that you
are unable to exercise pre-emptive rights granted in respect of the Equity Shares, you may suffer future dilution of
your ownership position and your proportional interests in us would be reduced.
86. A third party could be prevented from acquiring control of our Company because of anti-takeover provisions under
Indian law.
As a listed Indian entity, there are provisions in Indian law that may delay, deter or prevent a future takeover or change
in control of our Company. Under the SEBI Takeover Regulations, an acquirer 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 has 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.
87. 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
75terms 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.
88. Rights of shareholders of companies under Indian law may be more limited than under the laws of other
jurisdictions.
Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of
corporate procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ
from those that would apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be
as extensive and widespread as shareholders’ rights under the laws of other countries or jurisdictions. Investors may
face challenges in asserting their rights as shareholder in an Indian company than as a shareholder of an entity in
another jurisdiction. For instance, under the Companies Act, a company having share capital and incorporated in India
must offer holders of its Equity Shares pre-emptive rights to subscribe and pay for a proportionate number of Equity
Shares to maintain their existing ownership percentages prior to the issuance of any new equity shares, unless the pre-
emptive rights have been waived by the adoption of a special resolution by holders of three-fourths of our Equity
Shares who have voted on such resolution. However, if the laws of the jurisdiction that you are in does not permit the
exercise of such pre-emptive rights without us filing an offering document or registration statement with the applicable
authority in such jurisdiction, you will be unable to exercise such pre-emptive rights, unless we make such a filing.
We may elect not to file a registration statement in relation to pre-emptive rights otherwise available by Indian law to
you. To the extent that you are unable to exercise pre-emptive rights granted in respect of our Equity Shares, you may
suffer future dilution of your ownership position and your proportional interests in us would be reduced.
89. The insolvency laws of India may differ from those of other jurisdictions with which investors are familiar.
As we are established in India under the Companies Act, any insolvency proceedings relating to us is likely to involve
Indian insolvency laws (including the Insolvency and Bankruptcy Code, 2016 of India), the procedural and substantive
provisions of which may differ from comparable provisions of the local insolvency laws of jurisdictions with which
investors are familiar. Compared to the insolvency regimes in the United States, the United Kingdom, or Singapore,
the Insolvency and Bankruptcy Code, 2016 (“IBC”) is a recent legal framework. Hence, Indian insolvency laws may
differ significantly in terms of procedural timelines, creditor rights, priority of claims, judicial discretion, and the role
of insolvency professionals. For instance, while the IBC mandates a time-bound resolution process, delays in practice
are common due to judicial backlogs. Additionally, the treatment of secured and unsecured creditors, cross-border
insolvency recognition, and restructuring mechanisms may not align with the expectations of investors familiar with
other legal systems. These differences may impact the predictability, efficiency, and outcomes of insolvency
proceedings, potentially affecting the recovery prospects of investors and creditors. Investors should be aware that the
legal and regulatory environment in India may pose unique risks that could influence the value and enforceability of
their investments.
76SECTION III – INTRODUCTION
SUMMARY FINANCIAL INFORMATION
The following tables set out the summary financial information derived from the Restated Consolidated Financial Statements.
The summary financial information presented below should be read in conjunction with “Restated Consolidated Financial
Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 300 and
363, respectively.
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77RESTATED STATEMENTS OF ASSETS AND LIABILITIES
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
(in ₹ million)
Assets
Non-current assets
Property, plant and equipment 1,686.25 755.33 743.29
Capital work in progress 21.76 662.26 18.57
Other intangible assets 23.89 11.37 33.17
Right of use assets 45.45 5.36 11.98
Financial assets
-Investments 51.06 68.99 51.17
-Loans 3.00 3.00 3.00
-Other financial assets 46.61 35.20 44.48
Total Non-current assets 1,878.02 1,541.51 905.66
Current Assets
Inventories 3,223.76 1,958.02 1,746.33
Financial assets
-Trade receivables 1,923.57 1,389.60 1,192.15
-Cash and cash balances 296.35 734.41 981.99
-Bank balances other than above 551.80 257.91 274.09
-Loans 2.63 4.56 2.78
-Other financial assets 4.63 2.37 3.15
Other current assets 611.38 442.73 481.72
Total current assets 6,614.12 4,789.60 4,682.21
Total Assets 8,492.14 6,331.11 5,587.87
Equity and Liabilities
Equity
Equity share capital 500.00 500.00 200.00
Other equity 2,565.34 1,830.32 1,605.12
Total equity 3,065.34 2,330.32 1,805.12
Non-controlling interest - - (9.64)
Non-current liabilities
Financial liabilities
-Borrowings 542.13 438.83 892.70
-Lease liabilities 36.44 2.01 5.51
Deferred tax liabilities (Net) 65.48 43.62 49.82
Total Non-current liabilities 644.05 484.46 948.03
Current liabilities
Financial liabilities
-Borrowings 1,319.20 1,609.59 594.78
-Lease liabilities 10.01 4.43 8.09
-Trade payables
-(a)Total outstanding dues of micro enterprises and small 126.74 26.12 130.92
enterprises
- (b)Total outstanding dues of creditors other than micro 2,139.69 907.02 1,210.24
enterprises and small enterprises
-Other financial liabilities 153.94 124.49 104.76
Short-term provisions 132.72 104.70 134.20
Other current liabilities 900.45 739.98 661.37
Total current liabilities 4,782.75 3,516.33 2,844.36
Total Equity and Liabilities 8,492.14 6,331.11 5,587.87
78RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS (INCLUDING OTHER
COMPREHENSIVE INCOME)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
(in ₹ million)
Income
Revenue from operations 9,885.54 7,950.60 8,804.70
Other income 83.35 132.00 85.34
Total Income 9,968.89 8,082.60 8,890.04
Expenses
Cost of materials consumed and operational expenses 6,748.69 5,771.69 6,563.38
(Increase)/ Decrease in inventories of finished goods. Stock in 3.49 (37.71) 116.39
trade and work in progress
Employee benefits expense 989.38 809.09 753.52
Finance costs 199.58 230.58 191.79
Depreciation and amortisation expense 125.18 88.80 103.01
Other expense 880.21 611.31 707.11
Total Expenses 8,946.53 7,473.76 8,435.20
Restated Profit before tax 1,022.36 608.84 454.84
Tax Expense
Current tax 230.03 157.65 131.37
Adjustments of Tax related to earlier years - - -
Deferred tax change/(credit) 21.86 (5.15) (5.45)
Total tax expense 251.89 152.50 125.92
Restated Profit for the year 770.47 456.34 328.92
Restated Other comprehensive income/ (loss)
Items that will not be reclassified to profit or loss
Remeasurement gain/(loss) on defined benefit plans (10.66) (11.03) (4.11)
Restated Other comprehensive income/ (loss) for the year, (10.66) (11.03) (4.11)
net of tax
Restated total comprehensive income for the year, net of 759.81 445.31 324.81
tax
Less/ (Add) Non Controlling Interest - (2.25) (12.00)
Total comprehensive income for the year (After Non 759.81 447.56 336.81
Controlling Interest)
Restated earnings per equity share (nominal value of
shares ₹10 each (Previous years ₹10 each)
-Basic earnings per share (in ₹) 15.41 9.17 6.82
-Diluted earnings per share (in ₹) 15.41 9.17 6.82
79RESTATED STATEMENT OF CASH FLOWS
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
(in ₹ million)
Cash flows from operating activities:
Restated Profit before tax 1,022.36 608.84 454.84
Add/(Less): Other Comprehensive Income (10.66) (11.03) (4.11)
1,011.70 597.81 450.73
Adjustments for:
Depreciation and Amortisation 125.18 88.80 103.01
(Gain)/loss on Liquid Funds (Net) (4.68) (44.79) (13.58)
Reversal on Sale of subsidiary - 60.42 -
Interest Paid 196.28 229.63 190.28
Interest on Lease Liabilities* 3.30 0.95 1.51
Loss/(Profit) on Sale of Assets 1.36 (0.40) (0.84)
Profit on Sale of Investments (4.07) (1.77) (0.08)
Unrealised (gain)/loss of fair value on equity instruments* (4.71) (13.31) 5.51
Dividend Income (0.53) (0.52) (0.52)
Exchange rate fluctuation and other related adjustments (24.79) 27.59 14.38
arising on consolidation
Fair Value Loss on Sundry Deposits* - - -
Interest income on Security Deposits and EMD* (1.69) (3.57) (2.39)
Interest income (46.74) (52.11) (45.23)
Total 238.91 290.92 252.05
Operating profit before working capital changes 1,250.61 888.73 702.78
Adjustments for:
( Increase ) / Decrease in trade and other receivables (950.18) (124.09) 138.28
( Increase ) / Decrease in Inventories (1,265.74) (211.69) 289.47
Increase / ( Decrease ) in trade payables & other liabilities 1,333.29 (408.02) (676.14)
Increase / ( Decrease ) in Other current liabilities 160.47 78.61 (66.95)
Increase / ( Decrease ) in Other Financial liabilities 29.45 19.73 23.27
Increase / ( Decrease ) in Short Term Provision 12.62 (5.38) 0.21
T otal (680.09) (650.84) (291.86)
Cash generated from operations 570.52 237.89 410.92
Direct taxes paid - Net of refunds (214.63) (181.30) (121.22)
Total (214.63) (181.30) (121.22)
N et cash flow from Operating Activities 355.89 56.59 289.70
Cash flows from investing activities :
Purchase of fixed assets (423.21) (780.79) (181.96)
Proceeds from Liquid Funds (Net) - 44.79 13.58
(Purchase) / sale of Investment 31.39 (2.74) 0.09
Sale of Fixed Assets 2.06 65.08 2.68
Loans and advances 1.93 (1.78) 0.42
Dividend Income 0.53 0.52 0.52
Interest Received 46.74 52.11 45.23
N et cash (used in) Investing Activities (340.56) (622.81) (119.44)
Cash flows from Financing Activities :
Proceeds from Borrowings (Net) (387.09) 119.94 478.39
Proceeds from Term Loan 200.00 441.00 13.26
Interest on Lease Liability* (3.30) (0.95) (1.51)
Repayment of Lease Liability* (8.41) (7.16) (2.48)
Finance cost paid (196.28) (229.63) (190.28)
Share Issue Expenses (58.31) (4.56) -
N et cash from/ (used in) Financing Activities (453.39) 318.64 297.38
N et increase/(decrease) in cash and cash equivalents (438.06) (247.58) 467.64
Cash and cash equivalents at the beginning of the year 734.41 981.99 514.35
Cash and cash equivalents at the close of the year 296.35 734.41 981.99
* These amounts pertain to adjustments on conversion to IND AS from IGAAP
80THE OFFER
The details of the Offer are summarised below:
Equity Shares Offered
Offer of Equity Shares of face value of ₹10 each 16,888,474# Equity Shares of ₹ 10 each aggregating to ₹6,500.00
million#
of which
Fresh Issue(1)(8) 7,148,215# Equity Shares of ₹ 10 each aggregating to ₹ 2,750.00
million#
Offer for Sale(2) 9,740,259# Equity Shares of ₹ 10 each aggregating to ₹ 3,750.00
million#
which includes
Employee Reservation Portion(4)(7)(8) 57,306# Equity Shares of ₹ 10 each aggregating to ₹20.00 million#
Net Offer 16,831,168# Equity Shares of ₹ 10 each aggregating to ₹6,480.00
million#
Of which
QIB Portion (3)(4) 12,623,377# Equity Shares of ₹ 10 each
of which
- Anchor Investor Portion 7,574,026# Equity Shares of ₹ 10 each
- Net QIB Portion (assuming Anchor Investor Portion is fully 5,049,351# Equity Shares of ₹ 10 each
subscribed)
of which
- Mutual Fund Portion (5% of the Net QIB Portion) 252,468# Equity Shares of ₹ 10 each
- Balance for all QIBs including Mutual Funds 4,796,883# Equity Shares of ₹ 10 each
Non-Institutional Portion(4)(5)(6) Not more than 2,524,675# Equity Shares of ₹ 10 each
Of which
One-third of the Non-Institutional Portion, available for allocation to 841,558# Equity Shares of ₹ 10 each
Bidders with an application size between ₹200,000 to ₹1,000,000
Two-thirds of the Non-Institutional Portion, available for allocation 1,683,117# Equity Shares of ₹ 10 each
to Bidders with an application size of more than ₹1,000,000
Retail Portion(5)(6) Not more than 1,683,116# Equity Shares of ₹ 10 each
Pre- and Post-Offer Equity Shares
Equity Shares outstanding prior to the Offer 50,000,000 Equity Shares of ₹ 10 each
Equity Shares outstanding after the Offer 57,148,215 Equity Shares of ₹ 10 each
Use of Net Proceeds by our Company For details of the use of proceeds from the Fresh Issue, see “Objects
of the Offer” on page 114. Our Company will not receive any
proceeds from the Offer for Sale.
# Subject to finalization of Basis of Allotment
(1) Our Board has authorised the Offer, pursuant to a resolution dated January 18, 2025 and our Board has taken on record the participation of the Selling
Shareholders in the Offer for Sale pursuant to a resolution dated July 14, 2025. Our Shareholders have authorised the Fresh Issue pursuant to a special
resolution dated February 12, 2025.
(2) The details of authorization by the Selling Shareholders approving their participation in the Offer for Sale is as set out below.
S. No. Name Date of consent letter Number of Offered Shares
1. Girishbhai Manibhai Patel February 12, 2025 3,983,119# Equity Shares of face value of ₹ 10 each aggregating to ₹
1,533.50 million#
2. Chirag Hasmukhbhai Patel February 12, 2025 3,383,116# Equity Shares of face value of ₹ 10 each aggregating to ₹
1,302.50.00 million#
3. Vipinbhai Kantilal Patel July 14, 2025 487,012# Equity Shares of face value of ₹ 10 each aggregating to ₹
187.50 million#
4. Birva Chirag Patel February 12, 2025 1,000,000# Equity Shares of face value of ₹ 10 each aggregating to ₹
385.00 million#
5. Aditya Vipinbhai Patel July 14, 2025 487,012# Equity Shares of face value of ₹ 10 each aggregating to ₹
187.50 million#
7. Umaben Girishbhai Patel February 12, 2025 400,000# Equity Shares of face value of ₹ 10 each aggregating to ₹
154.00 million#
# Subject to finalization of Basis of Allotment
The Selling Shareholders confirm that the Equity Shares being offered by them are eligible for being offered for sale pursuant to the Offer in terms of
Regulation 8A of the SEBI ICDR Regulations. In accordance with Regulation 8A of the SEBI ICDR Regulations; (i) the Selling Shareholder holding,
individually or with persons acting in concert, more than 20% of pre-issue shareholding of the Company (on a fully-diluted basis), shall not exceed more
than 50% of their respective pre-issue shareholding (on a fully-diluted basis) or ii) the Selling Shareholders holding, individually or with persons acting
in concert, less than twenty per cent of pre-issue shareholding of the Company (on fully diluted basis), shall not exceed more than 10% of the pre-issue
shareholding of the Company (on fully diluted basis). For details of authorizations received for the Offer for Sale, see “Other Regulatory and Statutory
Disclosures - Authority of the Offer” on page 408.
(3) Our Company, in consultation with the BRLMs, allocated up to 60% of the Net QIB Portion to Anchor Investors on a discretionary basis in accordance
with the SEBI ICDR Regulations. The QIB Portion was accordingly reduced for the Equity Shares allocated to Anchor Investors. One-third of the Anchor
Investor Portion was reserved for domestic Mutual Funds only, subject to valid Bids having been received from domestic Mutual Funds at or above the
Anchor Investor Offer Price. Further, 5% of the Net QIB Portion (excluding the Anchor Investor Portion) was made available for allocation on a
proportionate basis to Mutual Funds only, and the remainder of the QIB Portion was made available for allocation on a proportionate basis to all QIB
Bidders (other than Anchor Investors), including Mutual Funds, subject to valid Bids having been received at or above the Offer Price. However, if the
81aggregate demand from Mutual Funds is less than 252,468 Equity Shares, the balance Equity Shares available for allotment in the Mutual Fund Portion
were added to the QIB Portion and allocated proportionately to the QIBs (other than Anchor Investors) in proportion to their Bids. See “Offer Procedure”
on page 430.
(4) Subject to valid Bids having been received at or above the Offer Price, under-subscription, if any, in any category, except the QIB portion was allowed
to be met with spill-over from any other category or combination of categories at the discretion of our Company, the BRLMs and the Designated Stock
Exchange. Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid under the Net Offer and such Bids will not be treated
as multiple Bids subject to applicable limits. Eligible Employee can also apply under Retail Portion. However, Bids by Eligible Employees in the Employee
Reservation Portion and in the Non-Institutional Portion shall be treated as multiple Bids, only if Eligible Employee has made an application of more
than ₹200,000 (net of Employee Discount) in the Employee reservation portion. In the event of under-subscription in the Offer, subject to receiving
minimum subscription for 100% of the Fresh Issue and compliance with Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, the Allotment
for the valid Bids will be made in the first instance towards subscription for 100% of the Fresh Issue. For further details, see “Offer Structure” on page
426.
(5) SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in
relation to the SEBI ICDR Regulations), 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 the UPI Mechanism. 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.
(6) Allocation to Bidders in all categories, except Anchor Investors, Non-Institutional Bidders and Retail Individual Bidders, shall be made on a
proportionate basis subject to valid Bids having been received at or above the Offer Price. The allocation to each Retail Individual Bidder was not less
than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining available Equity Shares, were allocated on a
proportionate basis. Not more than 15% of the Net Offer shall be available for allocation to Non-Institutional Bidders of which one-third of the Non-
Institutional Portion was made 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 was made 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. The
allocation to each Non-Institutional Bidder shall not be less than the minimum application size, subject to availability of Equity Shares in the Non-
Institutional Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the conditions
specified in this regard in Schedule XIII of the SEBI ICDR Regulations.
(7) Eligible Employees bidding in the Employee Reservation Portion ensured that the maximum Bid Amount did not exceed ₹500,000 (net of Employee
Discount, if any). However, the initial Allotment to an Eligible Employee in the Employee Reservation Portion did not exceed ₹200,000 (net of Employee
Discount, if any). The Employee Reservation Portion did not exceed 5.00% of our post-Offer paid-up equity share capital. Further, an Eligible Employee
Bidding in the Employee Reservation Portion could also Bid in the Net Offer and such Bids will not be treated as multiple Bids subject to applicable
limits. Any unsubscribed portion remaining in the Employee Reservation Portion shall be added to the Net Offer. For further details, see “Offer Structure”
on page 426.
(8) Our Company, in consultation with the BRLMs, offered an Employee Discount of ₹ 36.00 per Equity Share.
(9) The other equity amount has not been adjusted for share issue expenses in relation to the Fresh Issue.
For further details, see “Offer Structure”, “Terms of the Offer” and “Offer Procedure” on pages 426, 420 and 430, respectively.
82GENERAL INFORMATION
Our Company was originally incorporated as “Manibhai and Brothers (Construction) Private Limited” a private limited
company under the Companies Act, 1956 through a certificate of incorporation dated June 16, 1981, issued by the RoC.
Thereafter, the name of the Company was changed to “M & B Engineering Private Limited” pursuant to a Board resolution
dated September 5, 2006 and a resolution passed in the extra ordinary general meeting of the Shareholders held on November
7, 2006 and consequently a fresh certificate of incorporation dated November 22, 2006 was issued by the Registrar of
Companies, Gujarat, Dadra and Nagar Haveli to reflect the change in name.
Subsequently, our Company was converted into a public limited company, pursuant to a resolution passed in the extra ordinary
general meeting of the Shareholders held on March 24, 2011. Consequently, the word ‘Private’ was deleted from the name of
our Company and the name was changed to “M & B Engineering Limited” pursuant to a Shareholders’ resolution dated March
24, 2011 and Board resolution dated March 5, 2011. Consequently, a fresh certificate of incorporation dated March 30, 2011
was issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli to reflect the change in name.
Registered and Corporate Office of our Company
MB House, 51,
Chandrodaya Society,
Opp. Golden Triangle,
Stadium Road,
Post Navjivan,
Ahmedabad – 380 014,
Gujarat, India
Company registration number and Corporate Identity Number
Company registration Number: 004437
Corporate Identity Number: U45200GJ1981PLC004437
Registrar of Companies
Our Company is registered with the RoC, Gujarat, at Ahmedabad, situated at the following address:
ROC Bhavan,
Opposite Rupal Park Society,
Behind Ankur Bus Stop, Naranpura,
Ahmedabad 380 013, Gujarat, India
Filing
A copy of the Draft Red Herring Prospectus was uploaded on the SEBI intermediary portal at https://siportal.sebi.gov.in as
specified in Regulation 25(8) of the SEBI ICDR Regulations and the SEBI master circular SEBI/HO/CFD/PoD-
1/P/CIR/2024/0154 dated November 11, 2024. Further, physical copies of the Draft Red Herring Prospectus have been filed
with the SEBI at:
Securities and Exchange Board of India
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex
Bandra (E)
Mumbai 400 051
Maharashtra, India
A copy of the Red Herring Prospectus has been filed with the RoC in accordance with Section 32 read with Section 26 of the
Companies Act, along with the material contracts and documents referred to in of the Red Herring Prospectus and a copy of
this Prospectus, required to be filed under Section 26 of the Companies Act, 2013, has been filed with the RoC.
Board of Directors
The table below sets out the details of the constitution of our Board of Directors as on the date of this Prospectus:
Name Designation DIN Address
Hemant Ishwarlal Modi Non-Executive Chairman and 00171161 363-A, Lane-18, Satyagrah Chhavni, Soc, Satellite
Independent Director Road, Ambawadi Vistar, Ahmadabad, Gujarat, 380015
83Name Designation DIN Address
Chirag Hasmukbhai Patel Joint Managing Director 00260514 Diya Residence, Behind Karnavati Club, Opp. Spring
Valley Gate-2, Mummatpura, Daskroi, Ahmedabad,
Bopal, Gujarat - 380 058
Malav Girishbhai Patel Joint Managing Director 00260602 Nisarg Bunglow, Spring Valley Road, Behind
Karnavati Club, S.G. Highway, Ahmedabad, Gujarat –
380 058
Vipinbhai Kantilal Patel Non-Executive Director 00260734 2, Nandanvan, Nr. Shaym Vihar, Opp. Silver Square,
Thaltej – Shilaj Road – Thaltej, Ahmedabad, Gujarat –
380 059
Girishbhai Manibhai Patel Whole-time Director 00261624 Nisarg, Opp. Ace Tennis Club, B/h Karnavati Club,
Mumatpura, Daskroi, Bopal, Ahmedabad, Gujarat –
380 058
Aditya Vipinbhai Patel Whole-time Director 07103812 2, Nandanvan, Nr. Shaym Vihar, Opp. Silver Square,
Thaltej – Shilaj Road – Thaltej, Ahmedabad, Gujarat –
380 059
Birva Chirag Patel Whole-time Director 07203299 Diya Residence, Behind Karnavati Club, Opp. Spring
Valley Gate-2, Mummatpura, Daskroi, Ahmedabad,
Bopal, Gujarat - 380 058
Birju Maheshbhai Patel Independent Director 06803409 Flat No. 1001, New Madhuvan Society, 81-B,
Saraswati Road, Behind H.D.F.C. Bank, Santacruz
(West), Mumbai, Maharashtra – 400 054
Sanjay Shaileshbhai Non-Executive and Non- 00091305 24, Sumadhur Society, Near Nehrunagar Society, S M
Majmudar Independent Director Road, Ambawadi, Manekbag, Ahmadabad, Gujarat –
380 015
Udayan Dileep Choksi Independent Director 02222020 E-7, Sea Face Park, 50, B Desai Road, Breach Candy
Hospital, Breach Candy, Cumballa Hill, Mumbai,
Maharashtra, 400026
Subir Kumar Das Independent Director 02237356 J/602, Iscon Platinum, Bopal-Ambali Road, Bopal,
Ahmedabad, Gujarat – 380 058
Sonal Vimal Ambani Independent Director 02404841 Vimal House, Navrangpura, Ahmedabad – 380 014
For brief profiles and further details of our Directors, see “Our Management” on page 267.
Company Secretary and Compliance Officer
Palak Dilipbhai Parekh is the Company Secretary and Compliance Officer of our Company. Her contact details are as set out
below:
Palak Dilipbhai Parekh
MB House, 51,
Chandrodaya Society,
Opp. Golden Triangle,
Stadium Road,
Post Navjivan,
Ahmedabad – 380 014,
Gujarat, India
E-mail: compliance@mbel.in
Tel: +91 79-26463784
Statutory Auditors of our Company
Talati & Talati LLP
2nd and 3rd Floor, Ambica Chambers,
Near Old High Court,
Navrangpura,
Ahmedabad,– 380 009,
Gujarat, India.
E-mail: umesh@talatiandtalati.com
Tel: 079 27544572
ICAI Firm Registration Number: 110758W/W100377
Peer Review Certificate Number: 015841
84Changes in Statutory Auditors
Except as stated Below, there has been no change in our statutory auditors in the three years immediately preceding the date of
this Prospectus:
Particulars Change Date of Change Reason for Change
S S B K & Co, Chartered Accountants Resignation prior to October 18, 2023 Resignation as statutory auditors of
E/4-31 Orchid Heaven, completion of term our Company prior to the completion
Applewood Township, Shela, of the appointed term due to pre-
Ahemdabad 380058, Gujarat occupation in other assignments.
E-mail: info@ssbkandco.com
Firm Registration Number: 134956W
Peer Review Certificate Number: 014151
Talati & Talati LLP, Chartered Appointment December 7, 2023 Appointment to fill up the casual
Accountants vacancy caused by the resignation as
2nd and 3rd Floor, the statutory auditors of the Company,
Ambica Chambers, by S S B K & Co.*
Near Old High Court, Navrangpura,
Ahmedabad 380 009,
Gujarat, India
E-mail: umesh@talatiandtalati.com
Firm Registration Number:
110758W/W100377
Peer Review Certificate Number: 015841
* Talati & Talati LLP were reappointed for a term of five years till conclusion of the annual general meeting to be held in the calendar year 2029, on June
6, 2024.
Investor Grievances
Investors may contact our Company Secretary and Compliance Officer, the Book Running Lead Managers or the Registrar to
the Offer in case of any pre-Offer or post-Offer related problems, such as non-receipt of letters of Allotment, non-credit of
Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic
mode.
All Offer related grievances, other than that of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to
the relevant Designated Intermediary to whom the Bid cum Application Form was submitted. The Bidders were required to
give full details such as name of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN,
date of submission of the Bid cum Application Form, address of the Bidder, number of Equity Shares applied for, the name and
address of the Designated Intermediary where the Bid cum Application Form was submitted by the Bidder and ASBA Account
number (for Bidders other than UPI Bidders) in which the amount equivalent to the Bid Amount was blocked or the UPI ID in
case of UPI Bidders.
Further, the Bidder shall also enclose a copy of the Acknowledgment Slip or provide the acknowledgement number received
from the Designated Intermediaries in addition to the information mentioned hereinabove. All grievances relating to Bids
submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the Registrar to the Offer. The
Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of
ASBA Bidders.
All Offer-related grievances of the Anchor Investors may be addressed to the Registrar to the Offer, giving full details such as
the name of the sole or First Bidder, Anchor Investor Application Form number, Bidders’ DP ID, Client ID, PAN, date of the
Anchor Investor Application Form, address of the Bidder, number of the Equity Shares applied for, Bid Amount paid on
submission of the Anchor Investor Application Form and the name and address of the Book Running Lead Manager where the
Anchor Investor Application Form was submitted by the Anchor Investor.
Book Running Lead Managers
Equirus Capital Private Limited
12th Floor, C Wing, Marathon Futurex,
N.M. Joshi Marg, Lower Parel,
Mumbai – 400013,
Maharashtra, India
Tel.: +91 22 4332 0734
E-mail: mb@equirus.com
Website: www.equirus.com
Investor grievance e-mail: investorsgrievance@equirus.com
Contact person: Mrunal Jadhav
85SEBI Registration Number: INM000011286
DAM Capital Advisors Limited
Altimus 2202, Level 22,
Pandurang Budhkar Marg,
Worli, Mumbai – 400018
Maharashtra, India
Tel.: +91 22 4202 2500
E-mail: mbel.ipo@damcapital.in
Website: www.damcapital.in
Investor grievance e-mail: complaint@damcapital.in
Contact person: Puneet Agnihotri
SEBI Registration Number: MB/INM000011336
Inter-se Allocation of Responsibilities between the BRLMs
The table below sets out the inter-se allocation of responsibilities for various activities among the BRLMs.
Sr. No Activities Responsibility Coordination
1. Capital structuring with the relative components and formalities such type of Equirus & DAM Equirus
instruments, size of the Offer, allocation between primary and secondary and Capital
positioning strategy. Due diligence of Company including its operations /
management / business plans / legal etc. Drafting and design of Draft Red Herring
Prospectus, Red Herring Prospectus, Prospectus, abridged prospectus and
application form. Ensure compliance and completion of prescribed formalities
with the Stock Exchanges, SEBI and RoC including finalisation of DRHP, RHP,
Prospectus, and RoC filing and uploading of documents on the document
repository platform of the Stock Exchanges.
2. Drafting and approval of all statutory advertisements and preparation of audio- Equirus & DAM Equirus
visual presentation. Capital
3. Drafting and approval of all publicity material other than statutory advertisements Equirus & DAM DAM Capital
as mentioned in point 2 above, including corporate advertising, brochures, etc. Capital
filing of media compliance report with SEBI.
4. Appointment of intermediaries - Registrar to the Offer, Printer and advertising Equirus & DAM Equirus
agency (including coordination of all agreements to be entered with such parties) Capital
5. Appointment of other intermediaries – Monitoring agency, Banker to the Offer, Equirus & DAM DAM Capital
Share Escrow Agent, etc (including coordination of all Agreements to be entered Capital
with such parties)
6. Preparation of roadshow presentation and frequently asked questions Equirus & DAM Equirus
Capital
7. International institutional marketing of the Offer, which will cover, inter alia: Equirus & DAM Equirus
• Institutional marketing strategy Capital
• Finalising the list and division of international investors for one- to-one
meetings
• Finalising international road show and investor meeting schedules
8. Domestic Institutional marketing of the Offer, which will cover, inter alia: Equirus & DAM DAM Capital
• Institutional marketing strategy preparation of publicity budget; Capital
• Finalizing the list and division of domestic investors for one- to-one
meetings; and
• Finalizing domestic road show and investor meeting schedule.
9. Conduct non-institutional marketing of the Offer. Equirus & DAM Equirus
Capital
10. Conduct retail marketing of the Offer, which will cover, inter-alia: Equirus & DAM DAM Capital
• Finalising media, marketing, public relations strategy and publicity budget Capital
frequently asked questions at retail road show
• Finalising brokerage, collection centers
• Finalising centers 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
11. Managing anchor book related activities including anchor co-ordination, Anchor Equirus & DAM DAM Capital
CAN, intimation of anchor allocation and submission of letters to regulators post Capital
completion of anchor allocation, and coordination with stock exchanges for book
building process, filing of letters including for software, bidding terminals, mock
trading
12. Managing the book and finalization of pricing in consultation with Company Equirus & DAM Equirus
Capital
86Sr. No Activities Responsibility Coordination
13. Post bidding activities including management of escrow accounts, coordinate Equirus & DAM DAM Capital
non- institutional allocation, coordination with Registrar, SCSBs, and banks, Capital
unblocking of application monies, intimation of allocation and dispatch of refund
to bidders, etc.
Post-Offer activities, finalization of the basis of allotment, based on technical
rejections, finalization of trading, dealing and listing of instruments, demat credit
and refunds/ unblocking of funds, post Offer stationery and, coordination with
various agencies connected with the post-offer activity such as registrar to the
offer, bankers to the offer, Sponsor Banks, Self-Certified Syndicate Bank
including responsibility for underwriting arrangements (as applicable),
Payment of the applicable STT on behalf of Selling Shareholder, coordination for
investor complaints related to the Offer, Coordinating with Stock Exchanges and
SEBI for submission of all post-Offer reports including the submission of final
post issue report
Syndicate Members
Equirus Securities Private Limited
A-2102 B, 21st Floor, A Wing, Marathon Futurex,
N.M. Joshi Marg, Lower Parel,
Mumbai, Maharashtra – 400013
Tel: 02243320600
E-mail: esplcompliance@equirus.com
Website: www.equirussecurities.com
Contact person: Naman Shah
SEBI Registration No.: INZ000251536
Sharekhan Limited
1st Floor, Tower No. 3,
Equinox Business Park,
LBS Marg, Off BKC, Kurla West,
Mumbai, Maharashtra - 400070
Tel: 02267502000
E-mail: pravin@sharekhan.com
Website: www.sharekhan.com
Contact person: Pravin Darji
SEBI Registration No.: INB231073330/ INB011073351
Legal Counsel to the Company
Trilegal
One World Centre,
10th Floor, Tower 2A & 2B,
Senapati Bapat Marg,
Lower Parel (West),
Mumbai – 400 013
Registrar to the Offer
MUFG Intime India Private Limited (Formerly Link Intime India Private Limited)
C-101, 247 Park,
1st Floor, L B S Marg,
Vikhroli (West),
Mumbai 400083, Maharashtra, India
Tel: +91 8108114949
E-mail: mbengg.ipo@in.mpms.mufg.com
Website: www.in.mpms.mufg.com
Investor grievance e-mail: mbengg.ipo@in.mpms.mufg.com
Contact person: Ms. Shanti Gopalkrishnan
SEBI Registration No.: INR000004058
87Banker(s) to the Offer
Escrow Collection Bank(s) and Refund Bank
Kotak Mahindra Bank Limited
Kotak Infiniti, 6th Floor, Building No. 21,
Infinity Park, Off Western Express Highway,
General AK Vaidya Marg, Malad (East).
Mumbai – 400 097
Maharashtra, India. Telephone: 022-66056588
E-mail: cmsipo@kotak.com
Website: www.kotak.com
Contact person: Mr. Siddhesh Shirodkar, Associate Vice President
SEBI Registration Number: INBI00000927
Public Offer Account Bank(s)
ICICI Bank Limited
Capital Market Division,
5th Floor, 163, HT Parekh Marg,
Backbay Reclamation,
Churchgate, Mumbai 400 020,
Maharashtra, India
Telephone: 022- 68052182
E-mail: ipo-cmg@icicibank.com
Website: www.icicibank.com
Contact person: Varun Badai
SEBI Registration Number: INBI00000004
Sponsor Bank(s)
Kotak Mahindra Bank Limited
Kotak Infiniti, 6th Floor, Building No. 21,
Infinity Park, Off Western Express Highway,
General AK Vaidya Marg, Malad (East).
Mumbai – 400 097
Maharashtra, India. Telephone: 022-66056588
E-mail: cmsipo@kotak.com
Website: www.kotak.com
Contact person: Mr. Siddhesh Shirodkar, Associate Vice President
SEBI Registration Number: INBI00000927
ICICI Bank Limited
Capital Market Division,
5th Floor, 163, HT Parekh Marg,
Backbay Reclamation,
Churchgate, Mumbai 400 020,
Maharashtra, India
Telephone: 022- 68052182
E-mail: ipo-cmg@icicibank.com
Website: www.icicibank.com
Contact person: Varun Badai
SEBI Registration Number: INBI00000004
Banker(s) to our Company
ICICI Bank Limited
8th Floor, Anam-1, Opposite Parimal Garden,
Ambawadi,
Ahmedabad – 380 006
Tel: +91 9375050849/ +91 8460226909
Email: meghna.bafna@icicibank.com, zeel.shah1@icicibank.com
Contact person: Meghna Bafna/ Zeel Shah
88Kotak Mahindra Bank Limited
7th Floor, Venus Amadeus,
Near Jodhpur Cross Road,
Satellite– 380 015
Tel: 07967168762
Email: harsh.ajmera@kotak.com
Contact person: harsh.ajmera@kotak.com
Standard Chartered Bank
1St Floor Raindrops C.G.Road,
Ahmedabad – 380 009
Tel: +91 265 6622509
Email: Pradeep.bhatt@sc.com
Contact person: www.sc.com
HDFC Bank Limited
3rd Floor, Bank House,
HDFC Bank,
Navrangpura, Ahmedabad
Tel: +91 9979876051
Email: kuldipsinh.chauhan@hdfcbank.com
Contact person: Kuldipsinh Chauhan
Bank of Baroda
Mid corporate Branch 3rd Floor,
Dena Laxmi Bhavan,
Ashram Road, Navrangpura,
Ahmedabad – 380 009
Tel: 079 2659 4130
Email: midahd@bankofbaroda.co.in
Contact person: Vivek Sharma
Axis Bank
CBB Panchvati Branch,
Ahmedabad, Gujarat
Tel:07966147159
Email: cbbahmedabad.operationshead@axisbank.com
Contact person: Keyur Rathod
Designated Intermediaries
Self Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available on the SEBI website 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 SCSB Branches with which an ASBA Bidder (other than a UPI Bidder), not
bidding through Syndicate/Sub Syndicate or through a Registered Broker, RTA or CDP could submit the Bid cum Application
Form, 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.
SCSBs and mobile applications enabled for UPI Mechanism
In accordance with the SEBI RTA Master Circular, SEBI ICDR Master Circular, SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July
26, 2019, SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, and SEBI Circular No.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in
relation to the SEBI ICDR Regulations and the SEBI RTA Master Circular), read with other applicable UPI Circulars, UPI
Bidders could apply through the SCSBs and mobile applications using the UPI handles specified on the website of the SEBI.
The list of SCSBs through which Bids can be submitted by UPI Bidders, including details such as the eligible mobile
applications and UPI handle which can be used for such Bids, is available on the website of the SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 which may be updated from time to
time or at such other website as may be prescribed by SEBI from time to time. .
89Syndicate 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
(www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes&intmId=35) as 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
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=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 Offer 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.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
http://www.nseindia.com/products/content/equities/ipos/asba_procedures.htm respectively, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and
contact details, is provided on the websites of BSE at www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and on the
website of NSE at www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, as updated from time to time.
Credit Rating
As the Offer is an initial public offering of Equity Shares, the appointment of a credit rating agency is not required.
IPO Grading
No credit rating agency registered with the SEBI has been appointed in respect of obtaining grading for the Offer.
Debenture Trustees
As the Offer is an initial public offering of Equity Shares, the appointment of debenture trustees is not required.
Monitoring Agency
In terms of Regulation 41 of the SEBI ICDR Regulations, our Company appointed a monitoring agency, prior to the filing of
the Red Herring Prospectus with the RoC for monitoring the utilization of the Net Proceeds. For further details in relation to
the proposed utilisation of the Net Proceeds, see “Objects of the Offer” on page 114.
Appraising Agency
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency. Accordingly, no appraising
entity has been appointed for the Offer.
Green Shoe Option
No green shoe option is contemplated under the Offer.
Experts
Except as stated below, our Company has not obtained any expert opinions:
1. Written consent dated July 16, 2025 from M/s Talati & Talati LLP, to include their name as required under section 26
(1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Prospectus, and as an “expert” as defined
under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in
90respect of their (i) examination report, dated July 14, 2025 on our Restated Consolidated Financial Statements; and
(ii) their report dated July 16, 2025 on the statement of special tax benefits available to our Company, Material
Subsidiary and Shareholders in this Prospectus and such consent has not been withdrawn as on the date of this
Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities
Act.
2. Our Company has received written consent dated July 16, 2025 from the practicing company secretary, Kashyap R.
Mehta & Associates, Company Secretaries to be named as an “expert” under Section 2(38) and other applicable
provisions of the Companies Act, 2013 in its capacity as practicing company secretary and in respect of their certificate
dated July 16, 2025 issued in connection with inter alia the share capital buildup and such consent has not been
withdrawn as of the date of this Prospectus. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as
defined under U.S. Securities Act.
3. Our Company has received written consent dated July 16, 2025 from Chetan Brahmania, independent chartered
engineer, to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013
to the extent and in his capacity as a chartered engineer and in respect of his certificate dated July 16, 2025 in relation
to the Company’s manufacturing capacities and capacity utilization at all of its manufacturing facilities and the details
derived from such certificate and included in this Prospectus. However, the term ‘expert’ shall not be construed to
mean an ‘expert’ as defined under U.S. Securities Act.
Book Building Process
Book building process, in the context of the Offer, refers to the process of collection of Bids from Bidders 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 the minimum Bid Lot size and Employee Discount (if any) was decided by our Company, in consultation with the BRLMs,
and shall be advertised in all editions of the Financial Express, an English language national daily with wide circulation, all
editions of Jansatta, a Hindi language national daily with wide circulation and Ahmedabad editions of Jai Hind, a Gujarati daily
newspaper (Gujarati being the regional language of Gujarat where our Registered Office is located), and advertised at least two
Working Days prior to the Bid/Offer Opening Date and were made available to the Stock Exchanges to upload on their
respective websites. The Offer Price was determined by our Company, in consultation with the BRLMs, after the Bid/Offer
Closing Date.
All investors, other than Anchor Investors, could only participate through the ASBA process by providing the details of
their respective ASBA Account in which the corresponding Bid Amount was blocked by the SCSBs or, in case of UPI
Bidders, by alternatively using the UPI Mechanism. Anchor Investors were not permitted to participate in the Offer
through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders were not allowed to withdraw or
lower the size of their Bids (in terms of the quantity of the Equity Shares or the Bid Amount) at any stage. Retail
Individual Bidders (subject to the Bid Amount being up to ₹200,000) and Eligible Employees Bidding in the Employee
Reservation Portion could revise their Bids during the Bid/Offer Period and could withdraw their Bids on or before the
Bid/Offer Closing Date. Further, Anchor Investors were not allowed to withdraw Bids after the Anchor Investor Bid/
Offer Period. Further, allocation to QIBs in the Net QIB Portion was done on a proportionate basis and allocation to
Anchor Investors in the Anchor Investor Portion was done on a discretionary basis.
For further details on the method and procedure for Bidding and book building procedure, see “Terms of the Offer”, “Offer
Structure” and “Offer Procedure” on pages 420, 426 and 430, respectively.
The Book Building Process is in accordance with guidelines, rules, regulations prescribed by SEBI, which are subject to
change from time to time. Bidders are advised to make their own judgment about an investment through this process
prior to submitting a Bid.
Bidders were required to note that the Offer is also subject to obtaining (i) final listing and trading approvals of the Stock
Exchanges, which our Company shall apply for after Allotment; and (ii) filing of this Prospectus with the RoC.
Underwriting Agreement
Our Company and the Selling Shareholders entered into an Underwriting Agreement with the Underwriters, who shall be
merchant bankers or stockbrokers registered with SEBI, for the Equity Shares proposed to be offered through the Offer. The
Underwriting Agreement is dated August 1, 2025. The extent of underwriting obligations and the Bids to be underwritten by
each Underwriter 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 conditions specified therein.
The Underwriters have indicated their intention to underwrite such number of Equity Shares as disclosed below:
91Name, address, telephone number and e-mail Indicative number of Equity Shares to Amount underwritten
address of the Underwriters be underwritten (in ₹ million)
Equirus Capital Private Limited 2,132,449 819.96
12th Floor, C Wing
Marathon Futurex
N.M. Joshi Marg, Lower Parel
Mumbai – 400013
Maharashtra, India
Tel.: +91 22 4332 0734
E-mail: mb.ipo@equirus.com
Equirus Securities Private Limited 100 0.04
A –2102 B, 21st Floor, A Wing Marathon
Futurex,
N.M. Joshi Marg Lower Parel Mumbai 400 013,
Maharashtra, India Tel: +91 22 4332 0600
E-mail: esplcompliance@equirus.com
DAM Capital Advisors Limited 2,132,448 819.96
Altimus 2202, Level 22,
Pandukar Budhkar Marg, Worli
Mumbai - 400 018, Maharashtra, India.
Telephone: +91 22 4202 2500
Email: sonal@damcapital.in
Sharekhan Limited 100 0.04
1st Floor, Tower No. 3, Equinox Business Park,
LBS Marg, Off BKC, Kurla West, Mumbai,
Maharashtra - 400070
Tel: 02267502000
E-mail: pravin@sharekhan.com
Total 4,265,097 1,640.00
The abovementioned underwriting commitments are indicative and will be finalised after determination of the Offer Price and
Basis of Allotment and the allocation of Equity Shares, subject to and in accordance with the provisions of the SEBI ICDR
Regulations.
In the opinion of the Board of Directors (based on representations made to our Company by the Underwriters), the resources of
each of the abovementioned Underwriters are sufficient to enable them to discharge their respective underwriting obligations
in full. The abovementioned Underwriters are registered with the SEBI under Section 12(1) of the SEBI Act or registered as
brokers with the Stock Exchange(s). The Board of Directors, at its meeting held on August 1, 2025, has accepted and entered
into the Underwriting Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in the proportion of their underwriting commitments set out in the
table above.
92CAPITAL STRUCTURE
Our Company’s share capital, as of the date of this Prospectus, is disclosed below.
(In ₹ million except share data)
S. No. Particulars Aggregate value at face Aggregate value at
value Offer Price*
A AUTHORISED SHARE CAPITAL
75,000,000 Equity Shares of face value ₹10 each 750.00 -
5,000,000 Preference Shares of face value ₹10 each 50.00 -
B ISSUED, SUBSCRIBED AND PAID-UP CAPITAL BEFORE THE
OFFER
50,000,000 Equity Shares of face value of ₹10 each 500.00 -
C PRESENT OFFER
Offer of 16,888,474# Equity Shares of face value ₹10 each aggregating to ₹ 168.88 6,500.00
6,500.00 million#^(1)
of which
Fresh Issue of 7,148,215# Equity Shares of face value ₹ 10 each aggregating 71.48 2,750.00
to ₹ 2,750.00 million#(1)
Offer for Sale of 9,740,259# Equity Shares of face value ₹10 each 97.40 3,750.00
aggregating to ₹ 3,750.00 million#(2)
which includes
Employee Reservation portion of 57,306# Equity Shares of face value ₹ 10 0.57 20.00
each aggregating to ₹ 20.00 million# (3)
Net Offer of 16,831,168 Equity Shares of face value ₹ 10 each aggregating 168.31 6,480.00
to ₹ 6,480.00 million
D ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE
OFFER*
57,148,215 Equity Shares of face value of ₹10 each 571.48
E SECURITIES PREMIUM ACCOUNT
Before the Offer Nil
After the Offer 2,678.52*
# Subject to finalization of Basis of Allotment
^ A discount of ₹36.00 per equity share was offered to Eligible Employees bidding in the Employees Reservation Portion.
* The share premium account has not been adjusted for share issue expenses in relation to the Fresh Issue.
(1) Our Board has authorised the Offer, pursuant to their resolution dated January 18, 2025 and our Board has taken on record the participation of the
Selling Shareholders in the Offer for Sale pursuant to a resolution dated July 14, 2025. Our Shareholders have authorised the Fresh Issue pursuant to a
special resolution dated February 12, 2025.
(2) Each of the Selling Shareholders, severally and not jointly, confirms that the Equity Shares being offered by them are eligible for being offered for sale
pursuant to the Offer in terms of Regulation 8 of the SEBI ICDR Regulations and confirm compliance with and will comply with the conditions specified
in Regulation 8A of the SEBI ICDR Regulations, to the extent applicable. For details on the authorizations by the Selling Shareholders in relation to the
Offer for Sale, see “The Offer” on page 82.
(4) The Employee Reservation Portion did not exceed 5% of our post-Offer paid-up Equity Share capital. For further details, see “Offer Structure” on page
426. Unless the Employee Reservation Portion is under-subscribed, the value of allocation to an Eligible Employee Bidding in the Employee Reservation
Portion did not exceed ₹0.20 million (net of Employee Discount, if any). The unsubscribed portion, if any, in the Employee Reservation Portion (after
such allocation up to ₹0.50 million), was added to the Net Offer. Further, an Eligible Employee Bidding in the Employee Reservation Portion could also
Bid in the Net Offer and such Bids will not be treated as multiple Bids subject to applicable limits. Our Company in consultation with the BRLMs, offered
a discount of up to ₹36.00 of the Offer Price to Eligible Employees Bidding in the Employee Reservation Portion, subject to necessary approvals as may
be required.
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 the Memorandum of Association” on page 257.
93Notes to Capital Structure
1. Share capital history of our Company
Our Company is in compliance with the Companies Act, 1956 and the Companies Act, 2013, to the extent applicable, with respect to issuance of Equity Shares from the date of
incorporation of our Company till the date of filing of this Prospectus.
(a) History of equity share capital of our Company:
Date of allotment Number of Number of Face value per Issue price per Reason for/ Nature Nature of Cumulative Cumulative Name of allottees
equity shares allottees equity share (₹) equity share (₹) of allotment consideration number of paid-up
allotted equity shares equity share
capital (₹)
June 16, 1981 20 2 100 100 Initial subscription Cash 20 2,000 10 equity shares each were allotted to
to the Memorandum Manibhai Shivabhai Patel and
of Association Hasmukhbhai Shivabhai Patel
November 5, 1984 980 36 100 100 Further issue Cash 1,000 1,00,000 40 equity shares each were allotted to
Manibhai S. Patel and Hasmukhbhai S.
Patel; 20 equity shares each were allotted
to Lalitaben M. Patel, Raojibhai C. Patel,
Ishwarbhai Z. Patel, Saileshbhai I. Patel,
Manubhai J. Patel, Nirmalaben I. Patel,
Kantibhai C. Patel, Ramdas P. Patel,
Anilkumar Ramdas Patel, Chetan R. Patel
(minor), Shantilal P. Patel, Magalaben S.
Patel, Vipinbhai K. Patel, Leenaben V.
Patel; 25 equity shares each were allotted
to Girishbhai M. Patel, Maheshbhai M.
Patel, Kailashben M. Patel, Bhadraben H.
Patel, Nandan S. Patel (minor); 30 equity
shares each were allotted to Umaben G.
Patel, Reenaben M. Patel, Gunvantiben K.
Patel and Kantibhai C. Patel jointly; 50
equity shares each were allotted to Malav
G. Patel (minor), Tosha G. Patel (minor),
Vrunda M. Patel (minor), Manubhai S.
Patel; 55 equity shares each were allotted
to Ami H. Patel (minor), Chirag H. Patel
(minor); 35 equity shares were allotted to
Mitaben S. Patel; 10 equity shares each
were allotted to Roomaben K. Patel,
Akshay Shantilal Patel (minor), Jimir J.
Patel (minor); and 15 equity shares each
were allotted to Jagdishbhai S. Patel,
Indumatiben J. Patel.
94Date of allotment Number of Number of Face value per Issue price per Reason for/ Nature Nature of Cumulative Cumulative Name of allottees
equity shares allottees equity share (₹) equity share (₹) of allotment consideration number of paid-up
allotted equity shares equity share
capital (₹)
May 11, 1985 4,000 46 100 100 Further issue Cash 5,000 500,000 30 equity shares each were allotted to
Mangalaben S. Patel, Kantibhai C. Patel,
Shantilal P. Patel, Leenaben V. Patel,
Vipinbhai K. Patel; 50 equity shares each
were allotted to Manibhai S. Patel,
Manubhai S. Patel, Hasmukhbhai S. Patel,
Ramdas Purshottamdas Patel, Ishwarbhai
Z. Patel, Shaileshbhai I. Patel, Aditi V.
Patel (minor), Aditya V. Patel (minor); 125
equity shares each were allotted to
Manibhai S. Patel (HUF), Girishbhai M.
Patel (HUF), Manubhai S. Patel (HUF),
Hasmukbhai S. Patel (HUF), Maheshbhai
M. Patel (HUF); 80 equity shares each
were allotted to Lalitaben M. Patel,
Raojibhai C. Patel; 75 equity shares each
were allotted to Girishbhai M. Patel,
Maheshbhai M. Patel, Kailashben M.
Patel, Bhadraben H. Patel, Kanubhai R.
Patel; 70 equity shares each were allotted
to Umaben G. Patel, Reenaben M. Patel;
200 equity shares each were allotted to
Vrunda M. Patel (minor), Malav G. Patel
(minor), Tosha G. Patel (minor); 195
equity shares each were allotted to Ami H.
Patel (minor), Chirag Hasmukhbhai Patel
(minor); 130 equity shares were allotted to
Chetan R. Patel (minor); 65 equity shares
were allotted Mitaben S. Patel; 55 equity
shares each were allotted to Manubhai J.
Patel, Nirmalaben I. Patel; 225 equity
shares were allotted to Nandan S. Patel
(minor); 45 equity shares were allotted to
Gunvantiben Kantibhai Patel; 115 equity
shares each were allotted to Roomaben
Kantibhai Patel (minor); 60 equity shares
were allotted to Anilkumar R. Patel; and
10 equity shares each were allotted to
Jagdishbhai S. Patel, Indumatiben J. Patel,
Ishwarbhai Z. Patel; 140 equity shares
each were allotted to Jimir J. Patel (minor),
95Date of allotment Number of Number of Face value per Issue price per Reason for/ Nature Nature of Cumulative Cumulative Name of allottees
equity shares allottees equity share (₹) equity share (₹) of allotment consideration number of paid-up
allotted equity shares equity share
capital (₹)
Akshay S. Patel (minor) and 100 equity
shares were allotted to Shaileshbhai I.
Patel HUF
Pursuant to a resolution of our Board dated September 5, 2006 and Shareholders’ resolution dated November 7, 2006, equity shares of face value of ₹100 each of our Company were sub-divided into equity
shares of face value of ₹10 each. Consequently, the issued and subscribed share capital of our Company comprising 5,000 equity shares of face value of ₹100 each was sub-divided into 50,000 equity
shares of face value of ₹10 each
March 31, 2008 7,950,000 11 10 10 Further issue Cash 8,000,000 80,000,000 1,113,000 Equity Shares each were
allotted to Manibhai S. Patel,
Hasmukhbhai S. Patel, Malav G. Patel;
954,000 Equity Shares were allotted to
Manubhai S. Patel; 556,500 Equity Shares
were allotted to Girishbhai M. Patel;
1,187,500 Equity Shares were allotted to
Chirag H. Patel; 397,500 Equity Shares
were allotted to Vipinbhai K Patel;
800,000 Equity Shares were allotted to
Birvaben C. Patel; 159,000 Equity Shares
were allotted to Leenaben V. Patel;
318,000 Equity Shares were allotted to
Umaben G. Patel; and 238,500 Equity
Shares were allotted to Aditya V. Patel.
February 24, 2011 2,000,000 10 10 10 Further issue Cash 10,000,000 100,000,000 280,000 Equity Shares each were allotted
to Manibhai S. Patel, Hasmukhbhai S.
Patel, Malav G. Patel; 260,000 Equity
Shares were allotted to Girishbhai M.
Patel; 80,000 Equity Shares were allotted
to Umaben G. Patel; 420,000 Equity
Shares were allotted to Chirag H. Patel;
200,000 Equity Shares were allotted to
Birvaben C. Patel; 100,000 Equity Shares
were allotted to Vipinbhai K. Patel; 40,000
Equity Shares were allotted to Leenaben
V. Patel; and 60,000 Equity Shares were
allotted to Aditya V. Patel.
March 4, 2011 10,000,000 10 10 Not applicable Bonus issue in the Not applicable 20,000,000 200,000,000 1,400,000 Equity Shares each were
ratio of one equity allotted to Manibhai S. Patel,
share for every one Hasmukhbhai S. Patel, Malav G. Patel;
equity share held 1,300,000 Equity Shares were allotted to
Girishbhai M. Patel; 400,000 Equity
Shares were allotted to Umaben G. Patel;
2,100,000 Equity Shares were allotted to
96Date of allotment Number of Number of Face value per Issue price per Reason for/ Nature Nature of Cumulative Cumulative Name of allottees
equity shares allottees equity share (₹) equity share (₹) of allotment consideration number of paid-up
allotted equity shares equity share
capital (₹)
Chirag H. Patel; 500,000 Equity shares
were allotted to Vipinbhai K. Patel;
200,000 Equity Shares were allotted to
Leenaben V. Patel; 300,000 Equity Shares
were allotted to Aditya V. Patel; and
1,000,000 Equity shares were allotted to
Birvaben C. Patel.
October 9, 2023 30,000,000 8 10 Not applicable Bonus issue in the Not applicable 50,000,000 500,000,000 8,100,000 Equity Shares were allotted to
ratio of three equity Girishbhai Manibhai Patel; 1,200,000
shares for every two Equity Shares were allotted to Uma
equity shares held Girishbhai Patel; 4,200,000 Equity Shares
were allotted to Malav Girishbhai Patel;
10,500,000 Equity Shares were allotted to
Chirag Hasmukhbhai Patel; 1,500,000
Equity Shares were allotted to Vipinbhai
Kantilal Patel; 600,000 Equity Shares
were allotted to Leenaben Vipinbhai Patel;
900,000 Equity Shares were allotted to
Aditya Vipinbhai Patel; and 3,000,000
Equity Shares were allotted to Birva
Chiragbhai Patel.
(b) History of Preference Share capital of our Company
Our Company does not have any outstanding Preference Share capital as on the date of filing of this Prospectus.
972. Issue of shares issued for consideration other than cash or by way of bonus issue
Except as stated below, our Company has not issued any shares in the past for consideration other than cash or by way of bonus issue, as of the date of this Prospectus:
Date of Number of Face value Issue price Reason for allotment List of allottees Benefits accrued to
allotment equity shares (₹) per equity our Company
allotted share (₹)
March 4, 2011 10,000,000 10 Not applicable Bonus issue in the ratio of one equity share 1,400,000 Equity Shares each were allotted to Manibhai S. Patel, -
for every one equity share held Hasmukhbhai S. Patel, Malav G. Patel; 1,300,000 Equity Shares
were allotted to Girishbhai M. Patel; 400,000 Equity Shares were
allotted to Umaben G. Patel; 2,100,000 Equity Shares were allotted
to Chirag H. Patel; 500,000 Equity shares were allotted to Vipinbhai
K. Patel; 200,000 Equity Shares were allotted to Leenaben V. Patel;
300,000 Equity Shares were allotted to Aditya V. Patel; and
1,000,000 Equity shares were allotted to Birvaben C. Patel.
October 9, 2023 30,000,000 10 Not applicable Bonus issue in the ratio of three equity 8,100,000 Equity Shares were allotted to Girishbhai Manibhai Patel; -
shares for every two equity shares held 1,200,000 Equity Shares were allotted to Uma Girishbhai Patel;
4,200,000 Equity Shares were allotted to Malav Girishbhai Patel;
10,500,000 Equity Shares were allotted to Chirag Hasmukhbhai
Patel; 1,500,000 Equity Shares were allotted to Vipinbhai Kantilal
Patel; 600,000 Equity Shares were allotted to Leenaben Vipinbhai
Patel; 900,000 Equity Shares were allotted to Aditya Vipinbhai
Patel; and 3,000,000 Equity Shares were allotted to Birva
Chiragbhai Patel.
983. Issue of Equity Shares or Preference Shares at a price lower than the Offer Price in the last one year
Our Company has not issued any Equity Shares or Preference Shares at a price which may be lower than the Offer
Price during the period of one year preceding the date of this Prospectus except as disclosed in the Share capital history
of our Company. Our Company does not have any outstanding Preference Share capital as of the date of this
Prospectus. For further details, see “Share capital history of our Company – History of Equity Share Capital of our
Company” on page 95.
4. Issue of shares out of revaluation reserves
Our Company has not issued any shares out of revaluation reserves since its incorporation.
5. Issue of shares pursuant to any scheme of arrangement
Our Company has not issued or allotted any shares in terms of a scheme of arrangement approved under Sections 391-
394 of the Companies Act, 1956 or Sections 230-234 of the Companies Act, 2013.
6. Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding and Lock-in of other Equity Shares
As on the date of this Prospectus, our Promoters collectively hold 48,000,000 Equity Shares constituting approximately
96.00% of the issued, subscribed and paid-up share capital of our Company.
(a) Build-up of Promoters’ equity shareholding in our Company
The build-up of the equity shareholding of our Promoters since incorporation of our Company is as set out below:
Girishbhai Manibhai Patel
Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
November 5, 25 100 100 Cash Further issue Negligible Negligible
1984
May 11, 1985 75 100 100 Cash Further issue Negligible Negligible
July 15, 1992 25 100 470 Cash Transfer of equity Negligible Negligible
shares from
Indumatiben J.
Patel
50 100 470 Cash Transfer of equity Negligible Negligible
shares from
Chetan R. Patel
(minor)
50 100 470 Cash Transfer of equity Negligible Negligible
shares from
Ramdas P. Patel
Pursuant to a resolution of our Board dated September 5, 2006 and Shareholders’ resolution dated November 7, 2006, equity
shares of face value of ₹100 each of our Company were sub-divided into equity shares of face value of ₹10 each. Consequently,
the issued and subscribed share capital of our Company comprising 5,000 equity shares of face value of ₹100 each was sub-
divided into 50,000 equity shares of face value of ₹10 each. Pursuant to the sub-division, Girishbhai Manibhai Patel, one of our
Promoters, consequently, holds 2,250 equity shares of face value ₹10 each.
March 31, 2008 556,500 10 10 Cash Further issue 1.11 0.97
May 31, 2008 1,250 10 100 Cash Transfer of Equity Negligible Negligible
Shares from
Girishbhai M.
Patel (HUF)
June 16, 2008 480,000 10 Nil Nil Transmission of 0.96 0.84
Equity Shares by
way of will from
Manubhai S. Patel
February 24, 260,000 10 10 Cash Further issue 0.52 0.45
2011
March 4, 2011 1,300,000 10 Not Not applicable Bonus issue in the 2.60 2.27
applicable ratio of one equity
share for every
99Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
one equity share
held
July 8, 2015 2,800,000 10 Nil Nil Transmission of 5.60 4.90
Equity Shares
from Manibhai
Shivabhai Patel
October 9, 2023 8,100,000 10 Not Not applicable Bonus issue in the 16.20 14.17
applicable ratio of three
equity shares for
every two equity
shares held
May 21, 2024 6,000,000 10 Nil Nil Transfer of Equity 12.00 10.50
Shares by way of
gift from Malav
Girishbhai Patel
June 28, 2024 (5,000) 10 Nil Nil Transfer of Equity (0.01) (0.01)
Shares by way of
gift to MGM5
Family Trust
June 28, 2024 (5,000) 10 Nil Nil Transfer of Equity (0.01) (0.01)
Shares by way of
gift to MGM11
Family Trust
Total 19,490,000 38.98 34.10
Malav Girishbhai Patel
Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
November 5, 50 100 100 Cash Further issue Negligible Negligible
1984
May 11, 1985 200 100 100 Cash Further issue Negligible Negligible
March 3, 1986 50 100 100 Cash Transfer of equity Negligible Negligible
shares from
Akshay S. Patel
(minor)
August 18, 50 100 100 Cash Transfer of equity Negligible Negligible
1987 shares from
Raojibhai C. Patel
Pursuant to a resolution of our Board dated September 5, 2006 and Shareholders’ resolution dated November 7, 2006, equity
shares of face value of ₹100 each of our Company were sub-divided into equity shares of face value of ₹10 each. Consequently,
the issued and subscribed share capital of our Company comprising 5,000 equity shares of face value of ₹100 each was sub-
divided into 50,000 equity shares of face value of ₹10 each. Pursuant to the sub-division, Malav Girishbhai Patel, one of our
Promoters, consequently, holds 3,500 equity shares of face value ₹10 each.
April 5, 2007 3,500 10 100 Cash Transfer of Equity Negligible Negligible
Shares from Tosha
G. Patel
March 31, 2008 1,113,000 10 10 Cash Further issue 2.23 1.95
February 24, 280,000 10 10 Cash Further issue 0.56 0.49
2011
March 4, 2011 1,400,000 10 Not Bonus Bonus issue in the 2.80 2.45
applicable ratio of one equity
share for every
one equity share
held
October 9, 2023 4,200,000 10 Not Bonus Bonus issue in the 8.40 7.35
applicable ratio of three
equity shares for
every two equity
shares held
100Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
May 21, 2024 (6,000,000) 10 Nil Nil Transfer of Equity (12.00) (10.50)
Shares by way of
gift to Girishbhai
Manibhai Patel
Total 1,000,000 2.00 1.75
Chirag Hasmukhbhai Patel
Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
November 5, 55 100 100 Cash Further issue Negligible Negligible
1984
May 11, 1985 195 100 100 Cash Further issue Negligible Negligible
March 3, 1986 50 100 100 Cash Transfer of equity Negligible Negligible
shares from
Akshay S. Patel
(minor)
August 18, 25 100 100 Cash Transfer of equity Negligible Negligible
1987 shares from
Kanubhai R. Patel
September 12, 250 100 470 Cash Transfer of equity Negligible Negligible
1992 shares from Ami
H. Patel (minor)
January 20, 100 100 470 Cash Transfer of equity Negligible Negligible
1997 shares from
Maheshbhai M.
Patel
125 100 470 Cash Transfer of equity Negligible Negligible
shares from
Maheshbhai M.
Patel (HUF)
100 100 470 Cash Transfer of equity Negligible Negligible
shares from
Reenaben M. Patel
350 100 470 Cash Transfer of equity Negligible Negligible
shares from
Vrunda M. Patel
Pursuant to a resolution of our Board dated September 5, 2006 and Shareholders’ resolution dated November 7, 2006, equity
shares of face value of ₹100 each of our Company were sub-divided into equity shares of face value of ₹10 each. Consequently,
the issued and subscribed share capital of our Company comprising 5,000 equity shares of face value of ₹100 each was sub-
divided into 50,000 equity shares of face value of ₹10 each. Pursuant to the sub-division, Chirag Hasmukhbhai Patel, one of our
Promoters, consequently, holds 12,500 equity shares of face value ₹10 each
March 31, 2008 1,187,500 10 10 Cash Further issue 2.38 2.08
June 16, 2008 480,000 10 Nil Nil Transmission of 0.96 0.84
Equity Shares by
way of will from
Manubhai S. Patel
February 24, 420,000 10 10 Cash Further issue 0.84 0.73
2011
March 4, 2011 2,100,000 10 Not Bonus Bonus issue in the 4.20 3.67
applicable ratio of one equity
share for every
one equity share
held
March 1, 2023 2,800,000 10 Nil Nil Transmission of 5.60 4.90
2,800,000 Equity
Shares of
Hasmukhbhai S.
Patel by way of
will
101Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
October 9, 2023 10,500,000 10 Not Bonus Bonus issue in the 21.00 18.37
applicable ratio of three
equity shares for
every two equity
shares held
July 9, 2024 (5,000) 10 Nil Nil Transfer of Equity (0.01) (0.01)
Shares by way of
gift to Chirag H
Patel Family Trust
Total 17,495,000 34.99 30.61
Vipinbhai Kantilal Patel
Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
November 5, 20 100 100 Cash Further issue Negligible Negligible
1984
May 11, 1985 30 100 100 Cash Further issue Negligible Negligible
July 15, 1992 50 100 470 Cash Transfer of equity Negligible Negligible
shares from
Kantibhai C. Patel
June 23, 1993 (50) 100 470 Cash Transfer of equity Negligible Negligible
shares to
Kantibhai T. Patel
January 20, 200 100 470 Cash Transfer of equity Negligible Negligible
1997 shares from
Manubhai S. Patel
Pursuant to a resolution of our Board dated September 5, 2006 and Shareholders’ resolution dated November 7, 2006, equity
shares of face value of ₹100 each of our Company were sub-divided into equity shares of face value of ₹10 each. Consequently,
the issued and subscribed share capital of our Company comprising 5,000 equity shares of face value of ₹100 each was sub-
divided into 50,000 equity shares of face value of ₹10 each. Pursuant to the sub-division, Vipinbhai Kantilal Patel, one of our
Promoters, consequently, holds 2,500 equity shares of face value ₹10 each
March 31, 2008 397,500 10 10 Cash Further issue 0.80 0.70
February 24, 100,000 10 10 Cash Further issue 0.20 0.17
2011
March 4, 2011 500,000 10 Not Bonus Bonus issue in the 1.00 0.87
applicable ratio of one equity
share for every
one equity share
held
October 9, 2023 1,500,000 10 Not Bonus Bonus issue in the 3.00 2.62
applicable ratio of three
equity shares for
every two equity
shares held
June 25, 2024 (1,000) 10 Nil Nil Transfer of Equity Negligible Negligible
Shares by way of
gift to Vipin K
Patel Family Trust
April 29, 2025 1,000,000 10 Nil Nil Transmission of 2.00 1.75
Equity Shares
from Leenaben
Vipinbhai Patel
May 26, 2025 (1,000,000) 10 Nil Nil Transfer of Equity (2.00) (1.75)
Shares by way of
gift to Aditya
Vipinbhai Patel
Total 2,499,000 5.00 4.37
102Aditya Vipinbhai Patel
Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
May 11, 1985 50 100 100 Cash Further issue Negligible Negligible
Pursuant to a resolution of our Board dated September 5, 2006 and Shareholders’ resolution dated November 7, 2006, equity
shares of face value of ₹100 each of our Company were sub-divided into equity shares of face value of ₹10 each. Consequently,
the issued and subscribed share capital of our Company comprising 5,000 equity shares of face value of ₹100 each was sub-
divided into 50,000 equity shares of face value of ₹10 each. Pursuant to the sub-division, Aditya Vipinbhai Patel, one of our
Promoters, consequently, holds 500 equity shares of face value ₹10 each
April 5, 2007 500 10 100 Cash Transfer of Equity Negligible Negligible
Shares from Aditi
V. Patel
500 10 100 Cash Transfer of Equity Negligible Negligible
Shares from
Kantilal T. Patel
March 31, 2008 238,500 10 10 Cash Further issue 0.48 0.42
February 24, 60,000 10 10 Cash Further issue 0.12 0.10
2011
March 4, 2011 300,000 10 Not Bonus Bonus issue in the 0.60 0.52
applicable ratio of one equity
share for every
one equity share
held
October 9, 2023 900,000 10 Not Bonus Bonus issue in the 1.80 1.57
applicable ratio of three
equity shares for
every two equity
shares held
June 25, 2024 (1,000) 10 Nil Nil Transfer of Equity Negligible Negligible
Shares by way of
gift to Aditya V
Patel Family Trust
May 26, 2025 1,000,000 10 Nil Nil Transfer of Equity 2.00 1.75
Shares by way of
gift from
Vipinbhai Kantilal
Patel
Total 2,499,000 5.00 4.37
Birva Chirag Patel
Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
March 31, 2008 800,000 10 10 Cash Further issue 1.60 1.40
February 24, 200,000 10 10 Cash Further issue 0.40 0.35
2011
March 4, 2011 1,000,000 10 Not Bonus Bonus issue in the 2.00 1.75
applicable ratio of one equity
share for every
one equity share
held
October 9, 2023 3,000,000 10 Not Bonus Bonus issue in the 6.00 5.25
applicable ratio of three
equity shares for
every two equity
shares held
Total 5,000,000 10.00 8.75
103Aditya V Patel Family Trust*
Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
June 25, 2024 1,000 10 Nil Nil Transfer of Equity Negligible Negligible
Shares by way of
gift from Aditya
Vipinbhai Patel
Total 1,000 Negligible Negligible
* Held through its trustees Aditya Vipinbhai Patel and Shayoni Aditya Patel.
Vipin K Patel Family Trust*
Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
June 25, 2024 1,000 10 Nil Nil Transfer of Equity Negligible Negligible
Shares by way of
gift from
Vipinbhai Kantilal
Patel
Total 1,000 Negligible Negligible
* Held through its trustees Vipinbhai Kantilal Patel and Aditya Vipinbhai Patel.
MGM5 Family Trust*
Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
June 28, 2024 5,000 10 Nil Nil Transfer of Equity 0.01 0.01
Shares by way of
gift from
Girishbhai
Manibhai Patel
Total 5,000 0.01 0.01
* Held through its trustees Girishbhai Manibhai Patel and Umaben Girishbhai Patel.
MGM11 Family Trust*
Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
June 28, 2024 5,000 10 Nil Nil Transfer of Equity 0.01 0.01
Shares by way of
gift from
Girishbhai
Manibhai Patel
Total 5,000 0.01 0.01
* Held through its trustees Girishbhai Manibhai Patel and Umaben Girishbhai Patel.
Chirag H Patel Family Trust*
Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
July 9, 2024 5,000 10 Nil Nil Transfer of Equity 0.01 0.01
Shares by way of
gift from Chirag
104Date of Number of Face Issue/ Nature of Nature of Percentage of Percentage of
allotment/ fully paid- up value Transfer consideration acquisition/ pre- Offer post- Offer
transfer equity shares (₹) price per allotment/ equity share equity share
equity transfer capital (%) capital (%)
share (₹)
Hasmukhbhai
Patel
Total 5,000 0.01 0.01
* Held through its trustees Chirag Hasmukhbhai Patel and Birva Chirag Patel.
(b) Details of Promoters’ Contribution and lock-in
Pursuant to Regulations 14 and 16(1)(a) of the SEBI ICDR Regulations, an aggregate of at least 20% of the fully
diluted post-Offer Equity Share capital of our Company held by our Promoters shall be considered as the minimum
Promoters’ Contribution and is required to be locked-in for a period of three years from the date of Allotment
(“Promoters’ Contribution”). Our Promoters’ shareholding in excess of 20% shall be locked in for a period of one
year from the date of Allotment.
The details of the Equity Shares held by our Promoters, which shall be locked-in for minimum Promoters’ Contribution
for a period of three years, from the date of Allotment as Promoters’ Contribution are as set out below:
Name of the Number of Date up to Date of Nature of Face value Issue/Acqui Pre- Offer Percentage
Promoter Equity which Acquisition transaction (₹) sition price Equity of post- Offer
Shares Equity of Equity per Equity Share Equity Share
locked-in Shares are Shares and Share (₹) capital capital
subject to when made (%)
lock-in fully paid-
up
Girishbhai 4,143,500 August 5, October 9, Bonus issue 10.00 Not 8.29 7.25
Manibhai Patel 2028 2023 in the ratio applicable
of three
equity shares
for every
two equity
shares held
Chirag 1,243,500 August 5, October 9, Bonus issue 10.00 Not 2.49 2.18
Hasmukhbhai 2028 2023 in the ratio applicable
Patel of three
equity shares
for every
two equity
shares held
Malav Girishbhai 1,000,000 August 5, October 9, Bonus issue 10.00 Not 2.00 1.75
Patel 2028 2023 in the ratio applicable
of three
equity shares
for every
two equity
shares held
Vipinbhai 571,500 August 5, October 9, Bonus issue 10.00 Not 1.14 1.00
Kantilal Patel 2028 2023 in the ratio applicable
of three
equity shares
for every
two equity
shares held
Aditya Vipinbhai 571,500 August 5, October 9, Bonus issue 10.00 Not 1.14 1.00
Patel 2028 2023 in the ratio applicable
of three
equity shares
for every
two equity
shares held
Birva Chirag 3,000,000 August 5, October 9, Bonus issue 10.00 Not 6.00 5.25
Patel 2028 2023 in the ratio applicable
of three
equity shares
for every
105Name of the Number of Date up to Date of Nature of Face value Issue/Acqui Pre- Offer Percentage
Promoter Equity which Acquisition transaction (₹) sition price Equity of post- Offer
Shares Equity of Equity per Equity Share Equity Share
locked-in Shares are Shares and Share (₹) capital capital
subject to when made (%)
lock-in fully paid-
up
two equity
shares held
900,000 August 5, March 4, Bonus issue 10.00 Not 1.80 1.57
2028 2011 in the ratio applicable
of one
equity share
for every
one equity
share held
Our Promoters have given consent to include such number of Equity Shares held by them as disclosed above,
constituting 20% of the fully diluted post-Offer Equity Share capital of our Company as Minimum Promoter’s
Contribution and have agreed not to sell, transfer, charge, pledge or otherwise encumber in any manner the Minimum
Promoters’ Contribution from the date of filing this Prospectus, until the expiry of the lock-in period specified above,
or for such other time as required under SEBI ICDR Regulations, except as may be permitted, in accordance with the
SEBI ICDR Regulations.
Our Company undertakes that the Equity Shares that are being locked-in will not be ineligible for computation of
Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. For details of the build-up of the
share capital held by our Promoters, see “—Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding
and Lock-in of other Equity Shares – Build-up of Promoters’ equity shareholding in our Company” on page 100.
In this connection, we confirm the following:
(i) The Equity Shares offered towards minimum Promoters’ Contribution have not been acquired during the
three immediately preceding years (a) for consideration other than cash and revaluation of assets or
capitalization of intangible assets, or (b) arising from bonus issue by utilization of revaluation reserves or
unrealised profits of our Company or from a bonus issue against Equity Shares, which are otherwise ineligible
for computation of Promoters’ Contribution;
(ii) The Equity Shares offered towards minimum Promoters’ Contribution have not been acquired by our
Promoters during the year immediately preceding the date of the Draft Red Herring Prospectus at a price
lower than the Offer Price; provided that this does not apply to Equity Shares arising from the conversion of
fully paid-up compulsorily convertible securities that have been held for a period of one year prior to filing
the Red Herring Prospectus and such fully paid-up compulsorily convertible securities have been converted
to Equity Shares;
(iii) Our Company has not been formed by the conversion of one or more partnership firms or a limited liability
partnership firm 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 the Red Herring Prospectus pursuant to conversion from a
partnership firm or a limited liability partnership firm;
(iv) The Equity Shares forming part of the Promoters’ Contribution are not subject to any pledge; and
(v) All Equity Shares held by our Promoters are in dematerialised form as on the date of this Prospectus.
(c) Details of Equity Shares locked-in for six months
In terms of Regulation 17 of the SEBI ICDR Regulations, in addition to the Equity Shares proposed to be locked-in as
part of the minimum Promoters’ Contribution as stated above, as prescribed under the SEBI ICDR Regulations, the
entire pre-Offer Equity Share capital of our Company (including any unsubscribed portion of the Offered Shares) will
be locked-in for a period of six months from the date of Allotment or any other period as may be prescribed under
applicable law, except for (i) the Promoter’s shareholding which shall be locked-in as per 6 (b) above, (ii) Equity
Shares which may be Allotted to the employees under the employee stock option scheme pursuant to exercise of
options held by such eligible employees, whether current employees or not, in accordance with the employee stock
option scheme; and (iii) Equity Shares Allotted pursuant to the Offer.
(d) Lock-in of the Equity Shares to be Allotted, if any, to the Anchor Investors
10650% of the Equity Shares Allotted to Anchor Investors under the Anchor Investor Portion shall be locked- in for a
period of 90 days from the date of Allotment, and the remaining 50% of the Equity Shares Allotted to Anchor Investors
under the Anchor Investor Portion shall be locked-in for a period of 30 days from the date of Allotment.
(e) Other requirements in respect of lock-in
Pursuant to Regulation 20 of the SEBI ICDR Regulations, details of locked-in Equity Shares will be recorded by
relevant depositories.
Pursuant to Regulation 21 of the SEBI ICDR Regulations, the locked-in Equity Shares held by our Promoters may be
pledged only with scheduled commercial banks or public financial institutions or a Systemically Important NBFC or
a housing finance company as collateral security for loans granted by such scheduled commercial bank or public
financial institution or Systemically Important NBFC or housing company, provided that specified conditions under
the SEBI ICDR Regulations are complied with. However, the relevant lock-in period shall continue pursuant to the
invocation of the pledge referenced above, and the relevant transferee shall not be eligible to transfer the Equity Shares
till the relevant lock-in period has expired in terms of the SEBI ICDR Regulations.
Pursuant to Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters, which are locked-
in in accordance with Regulation 16 of the SEBI ICDR Regulations, may be transferred to any member of the Promoter
Group, or to a new promoter of our Company and the Equity Shares held by any persons other than our Promoters,
which are locked-in in accordance with Regulation 17 of the SEBI ICDR Regulations, may be transferred to and among
such other persons holding specified securities that are locked in, subject to continuation of the lock-in in the hands of
the transferee for the remaining period and compliance with the SEBI Takeover Regulations, as applicable.
7. Details of secondary transactions of Equity Shares
Except as disclosed in the section titled “Capital Structure - Details of Build-up, Contribution and Lock-in of
Promoters’ Shareholding and Lock-in of other Equity Shares - Build-up of Promoters’ equity shareholding in our
Company” the secondary transfers of Equity Shares by members of Promoter Group and Selling Shareholders, since
incorporation of our Company is forth below:
Date of transfer of Number of Details of Details of Face value Transfer Nature of Percentage Percentage
Equity Shares Equity transferor transferee per Equity price per consideratio of pre- Offer of post-
Shares Shares (₹) Equity Share n Equity Share Offer Equity
transferred (₹) capital (%) Share capital
(%)
July 15,1992 100 Chetan Ramdas Umaben G. 100 470 Cash Negligible Negligible
Patel Patel
July 15, 1992 100 Shaileshbhai Bhadraben 100 470 Cash Negligible Negligible
Ishwarbhai Hasmukhbhai
Patel - HUF Patel
May 31, 2008 2000 Bhadraben H. Hasmukhbhai S. 10 100 Cash Negligible Negligible
Patel Patel
1078. Shareholding pattern of our Company
The table below presents the Equity Shareholding pattern of our Company, as on the date of this Prospectus:
Categor Category of No. of No. of Partly No. of Total Sharehold Number of Voting Rights No. of Total No Sharehold Number Number Non- Other Total Number Number of
y (I) shareholder shareh fully paid- shares no. ing as a held in each class of Shares of shares ing, as a of Locked of Shares Disposal encumbrance of Shares equity shares
(II) older paid up underly shares % of total securities (IX) Underl on fully % in shares pledged Undertakin s, if any (XVI) encumbered held in
(III) up equity ing held no. of No of Voting Total ying diluted assuming (XIII) (XIV) g (XV) (XVII) = dematerialize
equity shares Deposit (VII) = shares Rights as a Outsta basis full (XIV+XV+ d form
shares held ory (IV)+( (calculate % of nding (including conversio XVI) (XVIII)
held (V) Receipt V) d as per Class Class Total (A+B convert warrants, n of No. As a No. As a No. As a No. As a % No. As a %
(IV) s (VI) +(VI) SCRR, eg: X eg: Y +C) ible ESOP, convertibl (a) % of (a) % of (a) % of (a) of total ( a ) of total
1957) As securiti Convertib e total total total shares shares
a % of es le securities Share share shar held (b) held (b)
(A+B+C2) (includi Securities (as a s held s held es
(VIII) ng etc.) percentag (b) (b) held
Warra (XI)=(VII e of (b)
nt s, +X) diluted
ESOP share
etc.) capital)
(X) (XII) =
(VII)+(X)
As a % of
(A+B+C2)
(A) Promoter & 12 50,000 0 0 50,000, 100% 50,00 0 50,00 100% 0 50,000,000 100% 0 0 0 0 0 5,00,00,000
Promoter ,000 000 0,000 0,000
Group
(B) Public 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
(C) Non 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Promoter-
Non Public
(C1) Shares 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
underlying
DRs
(C2) Shares held 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0
by Employee
Trusts
Total 12 50,000 0 0 50,000, 100% 50,00 0 50,00 100% 0 50,000,000 100% 0 0 5,00,00,000
,000 000 0,000 0,000
1089. Details of shareholding of the major Shareholders of our Company:
(a) Set out below are details of Shareholders holding 1% or more of the paid-up share capital of our Company as
on the date of this Prospectus:
S. Name of Shareholder Number of Equity Percentage of the pre-
No. Shares (face value ₹10) Offer Equity Share
held capital (%)
1. Girishbhai Manibhai Patel 19,490,000 38.98
2. Chirag Hasmukhbhai Patel 17,495,000 34.99
3. Birva Chirag Patel 5,000,000 10.00
4. Vipinbhai Kantilal Patel 2,499,000 5.00
5. Aditya Vipinbhai Patel 2,499,000 5.00
6. Umaben Girishbhai Patel 2,000,000 4.00
7. Malav Girishbhai Patel 1,000,000 2.00
Total 49,983,000 99.97
Note: Based on the beneficiary position statement dated July 31, 2025.
(b) Set out below are details of Shareholders holding 1% or more of the paid-up share capital of our Company as
of 10 days prior to the date of this Prospectus:
S. Name of Shareholder Number of Equity Percentage of the pre-
No. Shares (of face value of Offer Equity Share
₹10) held capital (%)
1. Girishbhai Manibhai Patel 19,490,000 38.98
2. Chirag Hasmukhbhai Patel 17,495,000 34.99
3. Birva Chirag Patel 5,000,000 10.00
4. Vipinbhai Kantilal Patel 2,499,000 5.00
5. Aditya Vipinbhai Patel 2,499,000 5.00
6. Umaben Girishbhai Patel 2,000,000 4.00
7. Malav Girishbhai Patel 1,000,000 2.00
Total 49,983,000 99.97
Note: Based on the beneficiary position statement dated July 18, 2025.
(c) Set out below are details of Shareholders holding 1% or more of the paid-up share capital of our Company as
of one year prior to the date of this Prospectus:
S. Name of Shareholder Number of Equity Percentage of the pre-
No. Shares (of face value of Offer Equity Share
₹10) held capital (%)
1. Girishbhai Manibhai Patel 19,490,000 38.98
2. Chirag Hasmukhbhai Patel 17,495,000 34.99
3. Birva Chirag Patel 5,000,000 10.00
4. Vipinbhai Kantilal Patel (held jointly with Leenaben 2,499,000 5.00
Vipinbhai Patel)
5. Umaben Girishbhai Patel 2,000,000 4.00
6. Leenaben Vipinbhai Patel (held jointly with Vipinbhai 1,000,000 2.00
Kantilal Patel)
7. Aditya Vipinbhai Patel 1,499,000 3.00
8. Malav Girishbhai Patel 1,000,000 2.00
Total 49,983,000 99.97
Note: Based on the beneficiary position statement dated July 26, 2024.
(d) Set out below are details of Shareholders holding 1% or more of the paid-up share capital of our Company as
of two years prior to the date of this Prospectus:
S. Name of Shareholder Number of Equity Percentage of the pre-
No. Shares (of face value of Offer Equity Share
₹10 each) held capital (%)
1. Girishbhai Manibhai Patel 5,400,000 27.00
2. Umaben Girishbhai Patel 800,000 4.00
3. Chirag Hasmukhbhai Patel 7,000,000 35.00
4. Birva Chirag Patel 2,000,000 10.00
5. Vipinbhai Kantilal Patel (held jointly with Leenaben 1,000,000 5.00
Vipinbhai Patel)
Leenaben Vipinbhai Patel (held jointly with Vipinbhai 400,000 2.00
Kantilal Patel)
109S. Name of Shareholder Number of Equity Percentage of the pre-
No. Shares (of face value of Offer Equity Share
₹10 each) held capital (%)
7. Aditya Vipinbhai Patel 600,000 3.00
8. Malav Girishbhai Patel 2,800,000 14.00
Total 20,000,000 100.00
Note: Based on the beneficiary position statement dated August 1, 2023.
10. Details of the Shareholding of our Directors, our Key Managerial Personnel, our Senior Management
Personnel, our Promoters and members of our Promoter Group
Except as disclosed below, as on the date of this Prospects, neither our Promoters, the members of our Promoter Group,
Directors, Key Managerial Personnel or Senior Management Personnel hold any Equity Shares in our Company:
S. Name of the Shareholder Number of Equity Percentage of the Percentage of the
No. Shares held pre- Offer Equity post-Offer Equity
Share capital (%) Share capital (%)
Promoters
1. Girishbhai Manibhai Patel (also a Director and 19,490,000 38.98 27.13
KMP)
2. Chirag Hasmukhbhai Patel (also a Director and 17,495,000 34.99 24.69
KMP)
3. Birva Chirag Patel (also a Director and KMP) 5,000,000 10.00 7.00
4. Vipinbhai Kantilal Patel (also a Director) 2,499,000 5.00 3.52
5. Aditya Vipinbhai Patel (also a Director and KMP) 2,499,000 5.00 3.52
6. Malav Girishbhai Patel (also a Director and KMP) 1,000,000 2.00 1.75
7. Chirag H Patel Family Trust 5,000* 0.01 0.01
8. MGM11 Family Trust 5,000** 0.01 0.01
9. MGM5 Family Trust 5,000*** 0.01 0.01
10. Vipin K Patel Family Trust 1,000**** Negligible Negligible
11. Aditya V Patel Family Trust 1,000***** Negligible Negligible
Promoter Group
1. Umaben Girishbhai Patel 2,000,000 4.00 2.80
Total 50,000,000 100.00 70.45
* Held through its trustees Chirag Hasmukhbhai Patel and Birva Chirag Patel.
** Held through its trustees Girishbhai Manibhai Patel and Umaben Girishbhai Patel.
*** Held through its trustees Girishbhai Manibhai Patel and Umaben Girishbhai Patel.
**** Held through its trustees Vipinbhai Kantilal Patel and Aditya Vipinbhai Patel.
***** Held through its trustees Aditya Vipinbhai Patel and Shayoni Aditya Patel.
For details, with respect to the shareholding of our Directors, KMPs and SMPs, see “Our Management – Shareholding
of Directors in our Company” and “Our Management – Shareholding of Key Managerial Personnel and Senior
Management Personnel” on pages 275 and 284, respectively.
11. None of the BRLMs or their respective associates, as defined in the SEBI Merchant Bankers Regulations, hold any
Equity Shares in our Company as of the date of this Prospectus. The BRLMs and their affiliates may engage in the
transactions with and perform services for the Company in the ordinary course of business or may in the future engage
in commercial banking and investment banking transactions with the Company for which they may in the future
receive consideration.
12. Our Company, our Directors and the BRLMs have not entered into any buy-back arrangements for purchase of Equity
Shares.
13. Our Company has not made any public issue since its incorporation and has not made any rights issue of any kind or
class of securities since its incorporation, other than as disclosed in “– Share Capital History of our Company” on page
95.
14. Our Company does not have any partly paid-up Equity Shares as of the date of this Prospectus.
15. Except for the Equity Shares/ specified securities, as the case may be, allotted pursuant to (i) the Offer;; and (ii)
exercise of employee stock options, 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 Prospectus until the listing of the Equity Shares on the Stock Exchanges pursuant to the Offer or refund of
application monies.
16. There have been no financing arrangements whereby the members of our Promoter Group, our Directors and their
relatives have financed the purchase by any other person of securities of our Company other than in the normal course
110of the business of the financing entity during the period of six months immediately preceding the date of this
Prospectus.
17. Except as disclosed in the section titled “Capital Structure - Details of Build-up, Contribution and Lock-in of
Promoters’ Shareholding and Lock-in of other Equity Shares - Build-up of Promoters’ equity shareholding in our
Company,” neither our Promoters, the members of our Promoter Group nor our Directors, or any of their relatives
have purchased or sold any securities of our Company during the period of six months immediately preceding the date
of this Prospectus.
18. None of our Directors, Promoters, members of our Promoter Group, Key Managerial Personnel, Senior Management
and Selling Shareholders, who hold Equity Shares of our Company, are directly or indirectly related to any of the Book
Running Lead Managers or their associates (as defined in the Securities and Exchange Board of India (Merchant
Bankers) Regulations, 1992, as amended.
19. Except for the (i) the Offer; and (ii) exercise of employee stock options, our Company presently does not intend or
propose to alter its capital structure for a period of six months from the Bid/ Offer 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.
20. As of the date of this Prospectus, the total number of holders of the Equity Shares is 12.
21. Our Company shall ensure that any transactions in the Equity Shares by our Promoters and members of our Promoter
Group during the period between the date of this Prospectus and the date of closure of the Offer shall be reported to
the Stock Exchanges within 24 hours of the transactions.
22. Except for any employee stock options that may be granted pursuant to the ESOP Scheme 2024, there are no
outstanding warrants, options or rights to convert debentures, loans or other instruments into, or which would entitle
any person any option to receive Equity Shares as on the date of this Prospectus.
23. Our Company shall ensure that there shall be only one denomination of the Equity Shares, unless otherwise permitted
by law.
24. Neither the Book Running Lead Managers nor any associate of the Book Running Lead Managers (except Mutual
Funds sponsored by entities which are associates of the Book Running Lead Managers or insurance companies
promoted by entities which are associate of 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
sponsored by the entities which are associate of the Book Running Lead Managers) shall apply in the Offer under the
Anchor Investor Portion.
25. As on the date of this Prospectus, none of the Equity Shares held by our Promoters and members of our Promoter
Group are pledged or otherwise encumbered.
26. No person connected with the Offer, including, but not limited to, the members of the Syndicate, our Company, our
Directors, our Promoters, members of our Promoter Group or Group Companies, shall offer or make payment of 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 Offer.
27. As on the date of this Prospectus, our Company does not have a stock appreciation right scheme.
28. Employee Stock Option Plan
Pursuant to the resolutions passed by our Board on June 06, 2024 and our Shareholders on June 06, 2024, our Company
has approved the M&B Employee Stock Option Plan 2024 (ESOP Scheme 2024) for issue of options to the eligible
employees which may result in issue of Equity Shares not exceeding 750,000 Equity Shares. The ESOP Scheme 2024
has been framed in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits and
Sweat Equity) Regulations, 2021. The ESOP Scheme 2024 has been amended vide Board resolution dated July 14,
2025 and our Shareholders’ special resolution dated July 15, 2025 in terms of rationalization of few provisions namely
alignment of Employee definition, vesting schedule, individual grant ceiling, as per applicable SEBI Regulations,
extension of exercise period, and other consequential changes. These variations were made prior to any grant of
Options. Such variations are not prejudicial to the interest of the Employees. The employee stock options in terms of
the ESOP Scheme, 2024 were, and shall only be, issued to the Eligible Employees (as defined below), in accordance
111with the prevailing applicable laws. Prior to ESOP Scheme 2024, our Company had not adopted any employee stock
option scheme or employee stock purchase scheme.
The details of options granted under ESOP Scheme 2024 (as amended) for the period mentioned below as certified by
Talati & Talati LLP, our Statutory Auditor, through a certificate dated August 1, 2025 are as follows:
Particulars From April 1, 2025 until the date of filing of this
Prospectus
Total options outstanding as at the beginning of the period NA
Total options granted 2,52,800 Options
Exercise price of options in ₹ (as on the date of grant options) Option (Loyalty): ₹ 196.50
Option (Performance): ₹ 393.00
Options forfeited/lapsed/cancelled No Options has lapsed as on date
Variation of terms of options No
Money realized by exercise of options Not Applicable, as Options are yet to be exercised
Total number of options outstanding in force NA
Total options vested (excluding the options that have been NA
exercised)
Options exercised (since implementation of the ESOP NA
Scheme)
The total number of Equity Shares arising as a result of In case all granted Options vest and get exercised,
exercise of granted options (including options that have been that shall result in same number of Equity Shares.
exercised) Not Applica ble for now.
Employee wise details of options granted to:
(a) Key managerial personnel Name Options- Options-Perf. Total
of Loyalty
KMP Grant
Mayur 5,230 4,510 9,740
Satish
bhai
Patel
Pankaj 5,480 9,150 14,630
Nares
h
Keyur 5,010 4,620 9,630
Bachu
bhai
Shah
Palak 0 650 650
Parek
h
(b) Senior management NA
(c) Any other employee who receives a grant in any one year Name Options- Options-Perf. Total
of options amounting to 5% or more of the options granted Loyalty
during the year Grant
Pankaj 5,480 9,150 14,630
Nares
h
(d) Identified employees who were granted options during NA
any one year equal to or exceeding 1% of the issued capital
(excluding outstanding warrants and conversions) of the
Company at the time of grant
Diluted earnings per share pursuant to the issue of Equity NA
Shares on exercise of options in accordance with IND AS 33
‘Earnings Per Share’
Where the Company has calculated the employee NA
compensation cost using the intrinsic value of the stock
options, the difference, if any, between employee
compensation cost so computed and the employee
compensation calculated on the basis of fair value of the
stock options and the impact of this difference, on the profits
112Particulars From April 1, 2025 until the date of filing of this
Prospectus
of the Company and on the earnings per share of the
Company
Description of the pricing formula and method and The fair value of the share option is estimated at the
significant assumptions used to estimate the fair value of grant date using Black-Scholes option pricing model,
options granted during the year including, weighted average taking into account the terms and conditions upon the
information, namely, risk-free interest rate, expected life, share options were granted. Input to the valuations
expected volatility, expected dividends, and the price of the were as follows:
underlying share in the market at the time of grant of option The assumptions used in the above are:
i. Fair Market Value of Shares: ₹ 393.00
ii. Expected Life*: 2 to 5 Years
iii. Risk free interest rate*: 5.68% - 6.01%
iv. Volatility*: 47.76% - 66.97%
v. Expected dividend yield: 0%
vi. Date of grant – 15/Jul/2025
vii. Model used – Black-Scholes Model
viii. Exercise price (INR): ₹ 196.50 & ₹ 393.00
*Expected life, volatility and risk-free interest rates are provided as a
range as these are varying with different vesting period.
Impact on the profits and on the Earnings Per Share of the Not Applicable, as there were no options outstanding
last three years if the accounting policies specified in the in last 3 Fiscals.
Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, 2021 had
been followed, in respect of options granted in the last three
Years
Intention of key managerial personnel and whole-time Not Applicable, as no Equity Shares would be
directors who are holders of Equity Shares allotted on allotted within 3 months of listing of Equity Shares.
exercise of options to sell their shares within three months
after the listing of Equity Shares pursuant to the Offer
Intention to sell Equity Shares arising out of the ESOP Not Applicable, as no Equity Shares would be
Scheme or allotted under an ESOP Scheme within three allotted within 3 months of listing of Equity Shares
months after the listing of Equity Shares by directors, senior and no one has been granted Options more than 1%
managerial personnel and employees having Equity Shares of issued capital (excluding outstanding warrants and
arising out of the ESOP Scheme, amounting to more than 1% conversions).
of the issued capital (excluding outstanding warrants and
conversions)
113OBJECTS OF THE OFFER
The Offer consists of the Fresh Issue of 7,148,215# Equity Shares aggregating to ₹2,750.00 million# and the Offer for Sale of
9,740,259# Equity Shares aggregating to ₹3,750.00 million#. For details, see “Offer Document Summary” and “The Offer” on
pages 18 and 82, respectively.
# Subject to finalisation of Basis of Allotment
Offer for Sale
The Selling Shareholders will be entitled to their respective portion of the proceeds of the Offer for Sale after deducting their
respective proportion of Offer related expenses and relevant taxes thereon. Our Company will not receive any proceeds from
the Offer for Sale and the proceeds received from the Offer for Sale will not form part of the Net Proceeds.
The Fresh Issue
Requirement of funds
Our Company proposes to utilise the Net Proceeds towards funding of the following objects:
1. Funding the capital expenditure requirements for the purchase of equipment and machinery, building works, solar
rooftop grid and transport vehicles at our Manufacturing Facilities;
2. Investment in information technology (“IT”) software upgradation by our Company;
3. Re-payment or pre-payment of term loans, in full or in part, of certain borrowings availed by our Company; and
4. General corporate purposes.
(collectively, referred to herein as the “Objects”).
The main objects and objects incidental and ancillary to the main objects set out in the Memorandum of Association enable us
(i) to undertake our existing business activities; (ii) to undertake the activities for which the funds are being raised by us in the
Fresh Issue and are proposed to be funded from the Net Proceeds; and (iii) to undertake the activities towards which the term
loans proposed to be repaid from the Net Proceeds were utilised.
In addition, our Company expects to receive benefits of listing of the Equity Shares, including to enhance our visibility and our
brand image among our existing and potential customers and creation of a public market for our Equity Shares in India.
Net Proceeds
The details of the proceeds from the Fresh Issue are summarised in the following table:
Particulars Estimated amount (₹ in million)
Gross Proceeds of the Fresh Issue 2,750.00
(Less) Offer related expenses in relation to the Fresh Issue(1) 156.80
Net Proceeds 2,593.20
(1) For details, please see, “- Offer Expenses” on page 127.
Utilisation of Net Proceeds
The Net Proceeds are proposed to be utilised in accordance with the details provided in the following table:
Particulars Estimated amount (in ₹ million)
Funding the capital expenditure requirements for the purchase of equipment and machinery, 1,305.79
building works, solar rooftop grid and transport vehicles at our Manufacturing Facilities
Investment in IT software upgradation by our Company 52.00
Re-payment or pre-payment of term loans, in full or in part, of certain borrowings availed by our 587.50
Company
General corporate purposes(1) 804.71
Total 2,750.00
(1) The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Fresh Issue.
114Proposed schedule of implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of implementation and
deployment of funds as follows:
Particulars Estimated Amount to Estimated deployment of the Net Proceeds
be funded from the Fiscal 2026 Fiscal 2027 Fiscal 2028
Net Proceeds
(in ₹ million)
Funding the capital expenditure requirements for 1,305.79 450.00 700.00 155.79
the purchase of equipment and machinery,
building works, solar rooftop grid and transport
vehicles at our Manufacturing Facilities
Investment in IT software upgradation by our 52.00 32.00 20.00 -
Company
Re-payment or pre-payment of term loans, in full 587.50 587.50 - -
or in part, of certain borrowings availed by our
Company
General corporate purposes(1) 804.71 804.71 - -
Total 2,750.00 1,871.69 720.00 155.79
(1) The amount utilised for general corporate purposes shall not exceed 25% of the Gross Proceeds of the Fresh Issue.
The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described herein are based on our
current business plan, management estimates, other commercial and technical factors. We may have to revise our funding
requirements and deployment on account of a variety of factors such as our financial and market condition, business and
strategy, competition, variation in cost estimates on account of factors, incremental pre-operative expenses and other external
factors such as changes in the business environment, market conditions and interest or exchange rate fluctuations, which may
not be within the control of our management. This may entail rescheduling or revising the planned expenditure and funding
requirements, including the expenditure for a particular purpose at the discretion of our management, subject to compliance
with applicable laws. Our historical expenditure may not be reflective of our future expenditure plans. For details on risks
involved, please see “Risk Factors - Variation in the utilisation of Net Proceeds would be subject to certain compliance
requirements, including prior shareholders’ approval” on page 65.
In the event that the estimated utilization of the Net Proceeds in a scheduled fiscal year is not completely met, due to the reasons
stated above, the same shall be utilised in the next fiscal year, as may be determined by our Company, in accordance with
applicable laws. The Company may, however, propose to utilize the proceeds prior to the specific dates mentioned in the
schedule of deployment, in accordance with capital expenditure requirements of the Company. 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, if the actual utilisation towards any of the Objects is lower than the proposed deployment
such balance will be used towards general corporate purposes to the extent that the total amount to be utilised towards general
corporate purposes will not exceed 25% of the Gross Proceeds of the Fresh Issue and the same shall be subject to noting taken
by our Board.
Means of finance
The Objects set out above are proposed to be funded from the Net Proceeds and/or through our internal accruals. Accordingly,
we confirm that there is no requirement 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, as prescribed under the SEBI ICDR Regulations. In case of a shortfall
in the Net Proceeds or any increase in the actual utilization of funds earmarked for Objects, our Company may explore a range
of options including utilizing our internal accruals or availing additional borrowings for such capital expenditure.
Details of the Objects
I. Funding the capital expenditure requirements for the purchase of equipment and machinery, building works,
solar rooftop grid and transport vehicles at our Manufacturing Facilities
We are one of India’s leading Pre-Engineered Buildings (“PEBs”) players (installed capacity being greater than
100,000 MTPA). Our Company has installed capacity of 103,800 MTPA for PEB structures and 1,800,000 square
metres per annum for Self-Supported Roofing solutions as on March 31, 2025. (Source: CRISIL Report). We intend
to enhance our manufacturing capabilities at our Manufacturing Facilities through purchase of equipment and
machinery, building works, solar rooftop grid and transport vehicles. For details, please see “Our Business – Strategies
– Augment our manufacturing facilities in our Phenix Division to better serve our customers by setting up a
strategically located manufacturing facility” on page 215. We have historically incurred capital expenditure of ₹
115181.96 million, ₹780.79 million and ₹1,255.99 million for Fiscal 2023, Fiscal 2024 and Fiscal 2025, respectively,
towards capital expenditure at our Manufacturing Facilities.
We estimate to incur a cost of ₹1,305.79 million towards the proposed capital expenditure at our Manufacturing
Facilities over a period of three financial years, being, Fiscal 2026, Fiscal 2027 and Fiscal 2028. The Board of Directors
of our Company pursuant to their resolution dated July 14, 2025, have taken note of the proposed capital expenditure
requirements and the estimated cost to be incurred towards the capital expenditure.
The proposed addition of equipment and machinery, building works, solar rooftop grid and transport vehicles at our
Manufacturing Facilities is for streamlining the production and increasing the availability of equipment, which we
believe will result in increasing production efficiency and capacity, in order to ensure optimum capacity utilisation to
meet the increasing demand of our existing and new customers. As certified by Chetan Brahmania, Independent
Chartered Engineer (“ICE”) by way of their certificate dated July 16, 2025, the proposed capital expenditure will lead
to increase in the production capacity of our Sanand Facility from 72,000 MT in Fiscal 2025 to 92,000 MT in Fiscal
2028; and our Cheyyar Facility from 31,800 MT in Fiscal 2025 to 76,800 MT in Fiscal 2028. The ICE has a past
experience of nine years. Details of projects undertaken by the ICE are as provided below:
Sr. No. Summary of the Project Month and year of Scope of work undertaken by ICE
Implementation
1. Valuation of computers and May 2024 Review of documents, Site Inspection, Valuation Report
other capital goods in scrap for Disposal of Capital Goods from SEZ
condition
2. Valuation of computers and May 2024 Review of documents, Site Inspection, Valuation Report
other capital goods in scrap for Disposal of Capital Goods from SEZ
condition
3. Valuation of networking April 2024 Review of documents, Site Inspection, Valuation Report
equipment for Removal of Capital Goods from SEZ
4. Capital goods procured under April 2024 Review of documents, Site Inspection, Report for
EPCG License for in-house use Installation of Capital Goods under EPCG License
5. Valuation of equipment used February 2022 Review of documents, Site Inspection, Valuation Report
for Pressurized Gas for Disposal of Capital Goods from SEZ
Distribution
6. Capital goods procured under May 2021 Review of documents, Site Inspection, Report for
EPCG License for use at Installation of Capital Goods under EPCG License
various airports in India
7. Valuation of machinery used April 2019 Review of documents, Site Inspection and review of
for producing spices and other machinery, Report for Re-instatement value of machinery
food products for Insurance Purpose
8. Valuation of machinery used May 2018 Review of documents, Site Inspection & review of
for manufacturing steel billets, machinery, Report for Valuation of Plant & Machinery
angle / channel / beam
9. Valuation of machinery used April 2017 Review of documents, Site Inspection & review of
for manufacturing Solar PV machinery, Report for Valuation of Plant & Machinery
Panels
10. Valuation of machinery used September 2016 Review of documents, Site Inspection & review of
for manufacturing plastic films machinery, Report for Valuation of Plant & Machinery
Our business is structured into (a) Phenix division which provides comprehensive solutions for PEBs and complex
structural steel components; and (b) Proflex division which provides self-supported steel roofing solutions. We offer
our customers comprehensive turn-key solutions which includes project design, engineering, manufacturing and
erection in accordance with customer requirements across industrial and infrastructure segments. Undertaking such
comprehensive turn-key solutions leads to substantial capital expenditure. The PEBs and steel structures we
manufacture involve complex components, techniques and processes, which are required to be carefully monitored
through in-house production as per specific customer requirements. The beams and girders which we manufacture at
our Manufacturing Facilities are fabricated to precise dimensions through automatic and mechanized processing. CNC
programmed flame cutting is used for high accuracy and precision in plate cutting. Edge and mill facilities are deployed
for precise finishing. For details, see “Our Business - Our Services, Products And Manufacturing Processes” on page
217. We have established long-term relationships with our diverse set of customers across industries we cater to. Our
dedicated project planning and control team oversees overall execution of our orders for our customers, and
coordinates with the various relevant departments within our Company. To keep up with the new orders from our
customers, our Company is required to procure raw materials and other supplies without receiving any advance
payment from customers. In turn, certain may suppliers require us to pay full advance for materials while other
suppliers allow us a credit period credit period. We avail credit period of 60 to 90 days from suppliers in the Phenix
Division and credit period of around 180 days from buyers in the Proflex Division. This mechanism requires our
Company to manage the cash flows to ensure continuity of operations.
116Prior to commissioning of our Cheyyar Facility in CY 2024, we had only one facility for our PEB business based out
of Sanand, Gujarat which limited our ability to effectively service the markets in southern India. However, our
representatives are now strategically positioned to strengthen our marketing and business development efforts in new
geographies. This initiative is aimed at enhancing our market reach and accelerating business expansion in southern
India. As on the date of this Prospectus, we have a 990kW solar power facility at our Sanand Facility and are in the
process of setting up an additional 300 kW solar power at our Sanand Facility. We are also in the process of setting up
a similar 990 kW solar power facility at our Cheyyar Facility, which we believe may further de-risk our business vis-
à-vis the cost of power. No capital subsidy will be availed by our Company in relation to the solar rooftop grid.
The table below sets out the number of units of electricity consumed and produced by our Sanand Facility in Fiscal
2025, Fiscal 2024 and Fiscal 2023:
Particulars* Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of units of electricity consumed in our 4,276,770 3,604,104 3,743,460
Sanand Facility (kilowatt hours)
Number of units of electricity produced by existing 1,397,040 562,128 530,640
solar set-up in our Sanand Facility (kilowatt hours)
* Excludes any electricity generated by company using DG Set in Sanand Facility.
Pay-back period for implementation of incremental rooftop solar power capacity is dependent on factors including,
price of electricity from alternative sources, capital expenditure for setting up the solar capacity and running and
maintenance charges. Basis the existing variables, we expect the pay-back period for incremental rooftop solar power
capacity at our Sanand Facility to be less than three years.
Further, as pre-engineered structures are manufactured offsite, transportation of these structures to the construction
site with use of transport vehicles is essential to our business. The vehicles used for in business activities comprise of
passenger buses, bolero (for passenger cum material transportation) and trailer (for material transportation). Further,
we intend to expand our existing product and service portfolio through addition of new equipment and machinery. To
achieve this objective, we intend to construct a new factory building at our Cheyyar Facility, and undertake MEP
(mechanical, electrical & plumbing) works for installation of machinery at our Sanand Facility as well as Cheyyar
Facility.
The break-down of the estimated costs towards the proposed capital expenditure at our Manufacturing Facilities are
as set out in the table below. We are yet to place orders for any of the equipment and machinery, building works, solar
rooftop grid or transport vehicles, and the estimates have been arrived at based on quotations received from the
suppliers, as described below:
Particulars Estimated cost Purpose of Name of the Quantity Date of Validity of
(in ₹ million)* Machinery vendor quotation quotation
I. Sanand Facility
Equipment and machinery
Messer make 16.89 Cutting of steel Messer Cutting 1 July 8, 2025 December 31,
Multitherm pro plates Systems India 2025
4000x15000 with Private Limited
OXY/Plasma
stations with
cutting table and
fume exhaust
system
ABW 2500 Beam 20.39 Beam welding Primo Automation 1 July 5, 2025 December 31,
Welding Machine Systems Private 2025
Limited
Hydraulic CNC 5.90 Cutting of steel Energy Mission 1 July 10, 2025 December 31,
Shearing Machine plates/ flanges Machineries 2025
EM CNC HVR (India) Limited
2040
Hydraulic CNC 18.31 Cutting of steel Energy Mission 2 July 10, 2025 December 31,
Shearing Machine plates/ flanges Machineries 2025
EM CNC HVR (India) Limited
2063
Hydraulic CNC 4.50 Cutting of steel Energy Mission 2 July 10, 2025 December 31,
Shearing Machine plates/ flanges Machineries 2025
EM CNC HVR (India) Limited
1315
117Particulars Estimated cost Purpose of Name of the Quantity Date of Validity of
(in ₹ million)* Machinery vendor quotation quotation
Gantry Type Dual 4.15 Welding Primo Automation 1 July 5, 2025 December 31,
Head SAW Systems Private 2025
Welding Machine Limited
Hydraulic Iron 2.35 Punching and Energy Mission 1 July 5, 2025 December 31,
Worker EM IW notching Machineries 2025
110-T (India) Limited
Hydraulic Iron 2.94 Punching and Energy Mission 1 July 5, 2025 December 31,
Worker EM IW notching Machineries 2025
165-T (India) Limited
Idealarc DC-1000 21.88 Power source for Lincoln Electric 7 July 10, 2025 December 31,
Single Wire welding Company India 2025
Package Pvt Ltd
Radial Drill 3.78# Drilling Shenyi Machine 2 July 8, 2025 December 31,
Machine - Tool Import and 2025
Z3063X20 Export Co., Ltd
Powerind 500I 3.02 Welding Lincoln Electric 25 July 8, 2025 December 31,
Package (GMAW) Company India 2025
Pvt Ltd
Welding Machine 0.29 Welding Zaveri Tools 12 July 9, 2025 December 31,
400 Amp 3 Ph Corner 2025
Plasma Power 0.26 Power source for Flame Tech 2 January 17, December 2025
Source CUT -100 cutting Cutting Systems 2025
Hydraulic Press – 2.09 Straightening of Pragati 1 January 20, December 31,
225 ton steel plates Engineering 2025 2025
Works
Steelex Automatic 20.00 Shot blasting Steelint Blasting 1 July 5, 2025 December 2025
Shot Blasting Equipment Pvt Ltd
Machine
12W 2.0W x 3.0H
I-Beam Power and 23.54 Material handling Movetech 1 July 7, 2025 December 31,
Free Conveyor - Conveyors Pvt. 2025
466 Ltd.
5Mt Scissor Table 3.21 Loading/ Techno Industries 2 July 5, 2025 December 31,
(6000x2000x500) unloading of ‘H’ 2025
beam
Inline Paint Room 5.50 Painting Steelint Blasting 1 July 5, 2025 December 2025
7m long x 4m wide Equipment Pvt Ltd
x 4m high
10 Ton Motorised 0.95 Material handling Techno Industries 2 July 10, 2025 December 31,
Transfer Trolley 2025
Kit
Graco Inc. USA 1.43 Painting App Pumps & 4 June 25, 2025 December 31,
make Pneumatic Engineering Co. 2025
Driven Airless (Authorised
Painting Pump distributor of
Graco Inc., USA)
MS Plate – Flat 2.53 Material handling Schmalz India Pvt 1 July 7, 2025 December 31,
Sheet and Ltd 2025
Chequered sheet
handling
Vacuumaster Vario
3000kg
“TACKLERS” 3.20 Material handling Techno Industries 1 July 10, 2025 December 31,
Make 15 Ton x 23 2025
Meter Span Double
Girder E.O.T
Crane
“TACKLERS” 21.75 Material handling Techno Industries 10 July 10, 2025 December 31,
Make 5 Ton x 23 2025
Meter Span Double
Girder E.O.T
Crane
“TACKLERS” 2.48 Material handling Techno Industries 1 July 10, 2025 December 31,
Make 7.5 Ton x 8 2025
Meter Span Double
118Particulars Estimated cost Purpose of Name of the Quantity Date of Validity of
(in ₹ million)* Machinery vendor quotation quotation
Girder Goliath
Crane with Double
Hook
“TACKLERS” 13.02 Material handling Techno Industries 12 July 10, 2025 December 31,
Make 3 Ton x 8 2025
Meter Span Single
Girder Semi
Goliath Crane
Crane Rail IS 2062 2.14 Material handling Vivan Steels Pvt. 35 July 8, 2025 December 2025
E250 A Square Ltd.
Size 63
Crane Rail IS 2062 1.18 Material handling Vivan Steels Pvt. 20 July 8, 2025 December 2025
E250 A Square Ltd.
Size 40
“TACKLERS” 17.50 Material handling Techno Industries 2 July 8, 2025 December 31,
Make 10 Ton x 45 2025
Meter Span Double
Girder Goliath
Crane
Flat flange line 18.24 Plate punching and Deepa 1 July 7, 2025 Valid for 180
machine welding Engineering days
HVLS Fans 2.90 Fan for air Ecoair Cooling 25 July 8, 2025 December 31,
(Gearless PMSM) circulation Systems Private 2025
Model: EABPM7E Limited
HVLS Cables 0.83 Accessories for fan Kohinoor Sales - July 8, 2025 December 31,
Corporation 2025
“ESCORTS” 6.35 Material handling Ashapura 3 July 2, 2025 December 31,
Hydraulic Mobile Automobiles 2025
Crane Model
HYDRA 14MT
“ESCORTS” 4.52 Material handling Ashapura 1 July 2, 2025 December 31,
Hydraulic Mobile Automobiles 2025
Crane Model TRX
23MT
“ESCORTS” 3.22 Material handling Ashapura 1 July 2, 2025 December 31,
Hydraulic Mobile Automobiles 2025
Crane Model TRX
15MT
Double Column 4.99 Cutting of hot Multicut Machine 3 July 5, 2025 December 31,
Band Saw M/C rolled coils Tools 2025
Semi Machine –
LMG 650 M
5 Mt Scissor Table 3.21 Loading/ Techno Industries 2 July 8, 2025 December 31,
(8000 X 2000 X unloading of ‘H’ 2025
500) beam
Thread Rolling 3.05 Threading of rods Rohita Industries 2 July 5, 2025 December 31,
Machine Model – 2025
ROHITA/TRM/80
Air Compressor 3.58 Pneumatics for Excel Pneumatics 1 July 9, 2025 December 31,
150HP various machines 2025
Hydraulic CNC 7.89 Cutting of steel Energy Mission 1 July 5, 2025 December 31,
Shearing Machine plates/ flanges Machineries 2025
EM HVR 3225 (India) Limited
750kVA KOEL 6.75 Power back-up VEL Engineers 1 July 2, 2025 December 31,
Green DG Set With 2025
Control Panel
“TACKLERS” 2.57 Material handling Techno Industries 1 July 8, 2025 December 31,
Make 10 Ton x 2025
22.50 Meter Span
Double Girder
E.O.T. Crane
Flextec 650X 6.80 Manual welding Lincoln Electric 5 July 10, 2025 December 31,
GMAW Package and gouging Company India 2025
Pvt Ltd
119Particulars Estimated cost Purpose of Name of the Quantity Date of Validity of
(in ₹ million)* Machinery vendor quotation quotation
Messer make 7.13 Plate cutting Messer Cutting 1 July 10, 2025 December 31,
Multitherm pro Systems India 2025
4000x28000 with 2 Private Limited
No Omniflow
(Automatic Gas
console) with 5
Nos ALFA oxyfuel
torch, and Laser
Diode
“TACKLERS” 3.37 Heavy H beam Techno Industries 1 July 10, 2025 December 31,
Make 20 Ton x 21 lifting 2025
Meter Span Double
Girder E.O.T
Crane
“TACKLERS” 3.52 Small material Techno Industries 3 July 10, 2025 December 31,
Make 2 Ton x 6 lifting 2025
Meter Span Double
Girder E.O.T
Crane
“TACKLERS” 4.53 H beam lifting Techno Industries 2 July 10, 2025 December 31,
Make 7.5 Ton x 23 2025
Meter Span Double
Girder E.O.T
Crane
“TACKLERS” 6.51 Coil material Techno Industries 6 July 10, 2025 December 31,
Make 3 Ton x 7-8 lifting 2025
Meter Span Single
Girder Semi
Goliath Crane
“TACKLERS” 1.12 Plate lifting Techno Industries 1 July 10, 2025 December 31,
Make 5 Ton x 7-8 2025
Meter Span Single
Girder Semi
Goliath Crane
Structural roof 23.44# Roof panel rolling Zimmerman 2 July 15, 2025 August 31,
panel machine Metals Inc. 2025
ACE FX-230 4.22 Material handling Orion Equipment 1 July 5, 2025 December 31,
Hydraulic Mobile 2025
Crane
Building works
MEP (mechanical, 24.19 Balance of plant MOA Engineering - July 7, 2025 December 31,
electrical & and other related Pvt. Ltd. 2025
plumbing) works purposes
for installation of
machinery
Solar rooftop grid
Solar Rooftop Grid 7.95 Solar power Sunfraa Global - July 9, 2025 December 31,
Tied Solar Power 2025
Plant 300 Kw
Transport vehicles
Ultra Prime 55- 13.31 Staff transportation Cargo Motors Pvt. 4 July 5, 2025 September 30,
seater bus Ltd. 2025
Starbus Prime 32- 3.15 Staff transportation Cargo Motors Pvt. 1 July 5, 2025 September 30,
seater bus Ltd. 2025
Bolero Camper 1.45 Material handling Shital Motors Pvt. 1 July 9, 2025 September 30,
Ltd. 2025
II. Cheyyar Facility
Equipment and machinery
High Speed 3.04 Cutting of hot Multicut Machine 1 July 5, 2025 December 31,
Double Column rolled sections Tools 2025
Miter/ Degree
Cutting Band Saw
Machine – LMG
1200 X 600 R
(Semi-Automatic)
120Particulars Estimated cost Purpose of Name of the Quantity Date of Validity of
(in ₹ million)* Machinery vendor quotation quotation
Swing Type Mitre 1.72 Cutting of hot Multicut Machine 1 July 5, 2025 December 31,
Cutting Band Saw rolled sections Tools 2025
Machine S 440 R
“TACKLERS” 26.81 Material handling Techno Industries 14 July 5, 2025 December 31,
Make 5 Ton x 21 2025
Meter Span Double
Girder E.O.T
Crane
“TACKLERS” 13.74 Material handling Techno Industries 6 July 5, 2025 December 31,
Make 10 Ton x 21 2025
Meter Span Double
Girder E.O.T
Crane
“TACKLERS” 8.67 Material handling Techno Industries 3 July 5, 2025 December 31,
Make 15 Ton x 21 2025
Meter Span Double
Girder E.O.T
Crane
“TACKLERS” 6.82 Material handling Techno Industries 2 July 5, 2025 December 31,
Make 20 Ton x 21 2025
Meter Span Double
Girder E.O.T
Crane.
10 Mt Transfer 3.09 Material handling Techno Industries 6 July 5, 2025 December 31,
rolley KIT 2025
(8000 X 2500 X
500)
5 Mt Scissor Table 3.23 Loading/ Techno Industries 2 July 5, 2025 December 31,
(8000 X 2000 X unloading of ‘H’ 2025
500) beam
“TACKLERS” 2.27 Material handling Techno Industries 1 July 5, 2025 December 31,
Make 5 Ton x 8 2025
Meter Span Double
Girder Goliath
Crane with Double
Hook
“TACKLERS” 11.30 Material handling Techno Industries 10 July 5, 2025 December 31,
Make 3 Ton x 7 -8 2025
Meter Span Single
Girder Semi
Goliath Crane
“TACKLERS” 9.28 Material handling Techno Industries 8 July 5, 2025 December 31,
Make 5 Ton x 7-8 2025
Meter Span Single
Girder Semi
Goliath Crane
“TACKLERS” 14.91 Material handling Techno Industries 2 July 5, 2025 December 31,
Make 10 Ton x 37 2025
Meter Span Single
Girder Semi
Goliath Crane.
Flat flange line 18.24 Plate punching and Deepa 1 July 7, 2025 Valid for 180
machine welding Engineering days
Messer make 30.76 Cutting of steel Messer Cutting 2 July 5, 2025 December 31,
Multitherm pro plates Systems India 2025
5000x15000 with Private Limited
OXY/Plasma
stations with filter
system for fume
cutting table
Hydraulic Shearing 2.61 Cutting of steel Energy Mission 1 July 8, 2025 December 31,
Machine EM HVR plates Machineries 2025
1615 (with NC (India) Limited
Package)
Hydraulic Shearing 5.85 Cutting of steel Energy Mission 1 July 5, 2025 December 31,
Machine EM HVR plates Machineries 2025
(India) Limited
121Particulars Estimated cost Purpose of Name of the Quantity Date of Validity of
(in ₹ million)* Machinery vendor quotation quotation
2040 (with CNC
Package)
Hydraulic Shearing 8.72 Cutting of steel Energy Mission 1 July 5, 2025 December 31,
Machine EM HVR plates Machineries 2025
2063 (with CNC (India) Limited
Package)
Hydraulic Iron 3.39 Punching and Energy Mission 2 July 5, 2025 December 31,
Worker EM IW- notching Machineries 2025
110T (India) Limited
Hydraulic Iron 4.58 Punching and Energy Mission 2 July 5, 2025 December 31,
Worker EM IW- notching Machineries 2025
165T (India) Limited
X-Y Axis Back 2.80 CNC automation Energy Mission 4 July 5, 2025 December 31,
Gauge table Machineries 2025
(India) Limited
MS plate – flat 2.53 Material handling Schmalz India Pvt 1 July 7, 2025 December 31,
sheet & chequered Ltd 2025
sheet Handling
Vacuumaster Vario
3000kg
Sheet Handling 2.82 Material handling Schmalz India Pvt 1 July 7, 2025 December 31,
and Chequered Ltd 2025
Plate handling
Vacuumaster Vario
4000kg
ABW 2000 Beam 18.22 Welding Primo Automation 1 July 5, 2025 December 31,
Welding Machine Systems Private 2025
for PEB Beams Limited
Idealarc DC-1000 28.13 Power source for Lincoln Electric 9 July 10, 2025 December 31,
Single Wire welding Company India 2025
Package Pvt Ltd
PI500I GMAW 4.10 Welding Lincoln Electric 34 July 8, 2025 December 31,
Package Company India 2025
Pvt Ltd
Radial Drill 7.56# Drilling Shenyi Machine 4 July 8, 2025 December 31,
Machine - Tool Import and 2025
Z3063X20 Export Co., Ltd
Arc Welding 0.58 Welding Zaveri Tools 24 July 10, 2025 December 31,
Machine 400AMP Corner 2025
3 Ph
Manual Blast 10.00 Shot blasting Steelint Blasting 1 July 5, 2025 December 2025
Room equipment, Equipment Pvt Ltd
15m long x 4.5m
wide x 5.5m high
Inline Paint Room 5.00 Painting Steelint Blasting 1 July 5, 2025 December 2025
6m long x 4m wide Equipment Pvt Ltd
x 4m high
Gantry type Dual 8.01 Welding Primo Automation 2 July 10, 2025 December 31,
Head SAW Systems Private 2025
Welding Machine Limited
for producing “H”
Beams
I-Beam Power and 32.65 Material handling Movetech 1 July 7, 2025 December 31,
Free Conveyor - Conveyors Pvt. 2025
466 Ltd.
TACO Machine 18.56# Drilling Trinkle Enterprise 1 July 8, 2025 December 31,
Model: TACO- Co., Ltd. 2025
458HH-Plus-R30
AB Portable 0.30 Abrasive blasting Abrablast 4 July 8, 2025 December 31,
Pressure Blasting Equipment Pvt. 2025
Machine Ltd.
Graco Inc. USA 2.14 Painting App Pumps & 6 July 1, 2025 December 31,
make Pneumatic Engineering Co. 2025
Driven Airless (Authorised
Painting Pump distributor of
Graco Inc., USA)
122Particulars Estimated cost Purpose of Name of the Quantity Date of Validity of
(in ₹ million)* Machinery vendor quotation quotation
Cutting table for 8.00 Plate cutting table N K & Co. 2 July 9, 2025 December 31,
Plasma Machine 2025
750kVA KOEL 6.55 Power back-up VEL Engineers 1 July 2, 2025 December 31,
Green DG Set with 2025
Control Panel
ACE Diesel 4.00 Material handling Orion Equipment 1 July 10, 2025 December 31,
Forklift Truck - 2025
Model AF100D
Crane Rail IS 2062 2.28 Material handling Vivan Steels Pvt. 35 July 8, 2025 December 2025
E250 A Square Ltd.
Size 63
Crane Rail IS 2062 1.26 Material handling Vivan Steels Pvt. 20 July 8, 2025 December 2025
E250 A Square Ltd.
Size 40
Messer make 7.13 Cutting of steel Messer Cutting 1 July 5, 2025 December 31,
Multitherm pro plates Systems India 2025
4000x28000 with Private Limited
OXY/Plasma
stations
HVLS Fans 2.90 Fan for air Ecoair Cooling 25 July 8, 2025 December 31,
(Gearless PMSM) circulation Systems Private 2025
Model: EABPM7E Limited
HVLS Cable 0.83 Accessories for fan Kohinoor Sales - July 7, 2025 December 31,
Corporation 2025
Air Compressor 3.58 Pneumatics for Excel Pneumatics 1 July 9, 2025 December 31,
150HP various machines 2025
“ESCORTS” 8.47 Material handling Ashapura 4 July 2, 2025 December 31,
Hydraulic Mobile Automobiles 2025
Crane Model
HYDRA 14MT
Building works
Supply of pre- 198.32 Construction of Fabex Steel - January 18, December 31,
engineered steel building Structures Pvt. 2025 2025
building Ltd.
MEP (mechanical, 53.12 Balance of plant MOA Engineering - July 7, 2025 December 31,
electrical & and other related Pvt. Ltd. 2025
plumbing) works purposes
for installation of
machinery
New factory 251.90 Construction of MOA Engineering - July 7, 2025 December 31,
building building Pvt. Ltd. 2025
construction work
Solar rooftop grid
Solar Rooftop Grid 27.52 Solar power Sunfraa Global - July 9, 2025 December 31,
Tied Solar Power 2025
Plant 990 Kw
Transport vehicles
Ashok Leyland 3.58 Material transfer TVS Vehicle 1 July 10, 2025 Augst 31, 2025
Sleeper Cab Mobility Solution
Private Limited
Total 1,305.79
Notes:
1. The amount included in the quotation may be subject to price revisions, basis, inter alia, prevailing market conditions, price of raw materials,
increase in taxes/duties levied by governmental authorities. In case of an increase in quoted amount due to a price revision, our Company
will bear the difference out of internal accruals.
2. No subsidy will be availed by the Company in relation to the solar rooftop grid.
* Includes GST (where input tax credit is not available) and charges, to the extent applicable.
# Conversion rate of 1 USD= 85.5439 INR, as of June 30, 2025.
^ Conversion rate of 1 Euro= 100.4451 INR, as of June 30, 2025.
There is no subsidy in relation to the capital expenditure for the aforementioned Object.
The quotations received from the above suppliers are valid as on the date of this Prospectus. However, we have not
entered into any definitive agreements with the suppliers and there can be no assurance that the abovementioned
suppliers would be engaged to eventually provide the services at the same costs. If there is any increase in the costs,
the additional costs shall be paid by our Company from its internal accruals and borrowings. For details, please see
“Risk Factors – We have not yet placed orders in relation to the capital expenditure for the purchase of equipment
123and machinery, building works, solar rooftop grid and transport vehicles at our Manufacturing Facilities. In the event
of any delay in placing the orders, or in the event the vendor is not able to provide the equipment and machinery,
building works, solar rooftop grid and transport vehicles in a timely manner, or at all, it may result in time and cost
overruns and our business, prospects and results of operations may be adversely affected. Further, such proposed
capital expenditure may not result in an increase in revenue from operations for our Company” on page 36. The
Sanand Facility and Cheyyar Facility are equipped with equipment and systems which include high precision CNC
machinery, plasma cutting torches, oxy acetylene cutting torches, beam welding machines, online shot blasting and
painting systems, sheet profiling machine and integrated purlin forming and painting lines. We do not intend to
purchase any second-hand equipment in relation to this Object. We confirm that we have received the necessary
regulatory approvals which required for undertaking the abovementioned capital expenditure at our Manufacturing
Facilities. For details, please see “Government and Other Approvals” on page 400. Further, we confirm that the
Cheyyar Facility and Sanand Facility are located on non-agricultural land.
None of our vendors are a related party to our Promoters, Promoter group, Directors, KMPs, SMPs, Subsidiaries, or
our Group Companies.
II. Investment in IT software upgradation by our Company
Investment in IT software upgradation is essential to improve our operational efficiencies, improve scale and enhance
productivity. We currently use advanced IT systems, which assists us with various functions including material
management, production planning, plant maintenance, sales and distribution, financial and accounting, quality
management, governance, risk and compliance and human resource functions. These systems facilitate the flow of
real-time information across departments and allows us to make information driven decisions and manage
performance. All electronic files created, sent, received or stored on any system owned, leased or administered
equipment or otherwise under the custody and control of our Company is our property. Our IT systems are vital to our
business, and we have established a differentiated technology infrastructure with web-based integrated systems,
analytical tools, infrastructure monitoring and information security monitoring tools to assist us in our operations. We
have also invested in computer aided design software including STAAD PRO, STAAD PRO ADVANCED, MBS,
TEKLA/ TRIMBLE, ZWCAD and BricsCAD.
Expenses incurred by our Company towards IT software upgradation, for Fiscals 2025, 2024 and 2023 were as follows:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ million) (in ₹ million) (in ₹ million)
IT software upgradation expenses 16.95 8.33 2.18
Our Company proposes to utilise an estimated amount of ₹ 52.00 million from the Net Proceeds towards investment
in upgradation and enhancement of our IT software.
The break-down of such estimated amount are set out in the table below. We are yet to place orders for the IT software
upgradation, and the estimates have been arrived at based on quotations received from the suppliers, as described
below:
Particulars Estimated cost (in Name of the vendor Requirement Date of Validity of
₹ million)* period quotation quotation
Rise with SAP S/4 40.00 VSD Technologies 2 years June 20, 2025 Valid for 6
HANA License Private Limited months
Rise with SAP S/4 12.00 VSD Technologies 1 time June 20, 2025 Valid for 6
HANA Upgrade and Private Limited installation months
Conversion (As of (cost to be
current system incurred in
configuration one time) Fiscal 2026)
Total 52.00
* Excludes GST.
For business process efficiency, our operations are run on SAP S/4 HANA. This software enhances our capabilities to
conceptualize and manufacture complex, custom-designed structures that meet specific client requirements with
precision. We intend to upgrade the existing SAP S/4 HANA software with ‘Rise with SAP S/4 HANA’ software.
While SAP S/4 HANA is an ERP solution, ‘Rise with SAP S/4 HANA’ provides additional features such as cloud
infrastructure, process optimization, business intelligence to enable process re-engineering, and other services.
Pursuant to the upgradation to ‘Rise with SAP S/4 HANA’, we aim to provide faster and more efficient services,
enhanced digital experience including enhanced data security and privacy, accessibility, personalized offerings to our
customers, which we believe will lead to improved engagement, enhance good governance practices and improve
financial tracking.
124The functions of the proposed IT upgradation will inter alia include:
• Cloud Computing and Infrastructure Modernization;
• Enterprise Resource Planning (ERP) System Enhancement;
• Advanced Cybersecurity Measures;
• Artificial Intelligence and Automation;
• Digital Experience and Customer Engagement Platforms; and
• Business Intelligence, Data Analytics Networking and Communication Upgrades.
III. Re-payment or pre-payment of term loans, in full or in part, of certain borrowings availed by our Company
Our Company has entered into various financial arrangements with banks and financial institutions. The loan facilities
entered into by our Company include borrowings in the form of, inter alia, term loans and working capital facilities.
For details, please see “Financial Indebtedness” on page 392. As on May 31, 2025, the aggregate outstanding
borrowings of our Company is ₹ 1,894.60 million.
Our Company proposes to utilise an estimated amount of ₹ 587.50 million from the Net Proceeds towards repayment/
prepayment, of all or a portion of certain term loans availed by our Company. We hereby clarify that the
aforementioned ₹587.50 million has been solely utilised towards expansion of the Cheyyar Facility.
The repayment/ prepayment, will help reduce our outstanding indebtedness, assist us in maintaining debt-equity ratio
and enable utilisation of some additional amount from our internal accruals for further investment in business growth
and expansion. In addition, we believe that since our debt-equity ratio will improve, it will enable us to raise further
resources at competitive rates and additional funds/ capital in the future to fund potential business development
opportunities and plans to grow and expand our business in the future.
The following table provides details of term loans availed by our Company, as of May 31, 2025, out of which we
propose to pre-pay or repay, in part either all or a portion of the below mentioned loans and/or facilities, up to an
amount aggregating to ₹ 587.50 million from the Net Proceeds:
(Remainder of this page has been left blank intentionally)
125S. Name of the Nature of Date of the Date of Amount Amount Interest Purpose for Purpose for Tenor Schedule of Whether Pre-payment
No. lender borrowing sanction disbursement sanctioned outstanding rate per which the which repayment utilised for conditions/
letter as on May annum loan was borrowing Capex penalty
31, 2025 availed* utilised (Yes/No)
(₹ in million)
1. Standard Term loan January 5, March 28, 2024 200.00 200.00 9.55% Business Business Five years 16 quarterly Yes 2%
Chartered Bank 2024 expansion for expansion for instalments
Cheyyar Cheyyar after one
Manufacturing Manufacturing year
Facility Facility moratorium
(first
instalment is
on June 26,
2025)
2. Kotak Mahindra Term loan May 9, 2023 January 9, 2024 200.00 200.00 8.50% Business Business Seven years 24 quarterly Yes 2%
Bank Limited expansion for expansion for and six months instalments
Cheyyar Cheyyar after 18
Manufacturing Manufacturing months
Facility Facility moratorium
3. HDFC Bank Term loan January 22, August 14, 2024 200.00 200.00 8.70% Business Business Seven years 24 quarterly Yes Mutually
Limited 2024 expansion for expansion for and six months instalments agreed%
Cheyyar Cheyyar after 18
Manufacturing Manufacturing months
Facility Facility moratorium
TOTAL 600.00 600.00
* 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 purposes availed, our Company has obtained
the requisite certificate from our Statutory Auditor dated July 16, 2025.
126The selection of borrowings proposed to be repaid/pre-paid by us shall be based on various factors including (i) any
conditions attached to the borrowings restricting our ability to prepay the borrowings and time taken to fulfil such
requirements, (ii) levy of any prepayment penalties and the quantum thereof, (iii) other commercial considerations
including, among others, the interest rate on the loan facility, the amount of the loan outstanding and the remaining
tenor of the loan, (iv) receipt of consents for prepayment and (v) provisions of any law, rules, regulations governing
such borrowings. Our Company has obtained written consents from our lenders for undertaking the Offer.
Payment of additional interest, prepayment penalty or premium, if any, and other related costs shall be made by us out
of the internal accruals or out of the Net Proceeds as may be decided by our Company. Given the nature of the above-
mentioned borrowings and the terms of repayment, the aggregate outstanding borrowing amounts which we propose
to repay may vary from time to time. In light of the above, if at the time of filing this Prospectus or after that date, any
of the above- mentioned loans or facilities may be repaid in part or full or refinanced and our Company may also avail
additional borrowings and/or draw down further funds under existing loans from time to time. Accordingly, the table
above shall be suitably revised to reflect the revised amounts or loans as the case may be which have been availed by
our Company. In addition to the above, we may, from time to time, enter into further financing arrangements and draw
down funds thereunder. In such cases or in case any of the above loans are prepaid, repaid, redeemed (earlier or
scheduled), refinanced or further drawn down prior to the completion of the Offer, we may utilize Net Proceeds
towards prepayment and/or repayment of such additional indebtedness availed by us, details of which shall be provided
in the Prospectus.
We confirm that the Net Proceeds from the Offer, are not being indirectly routed to our Promoters, Promoter Group,
and Group Companies.
IV. General corporate purposes
We will have flexibility in utilizing the balance Net Proceeds, if any, for general corporate purposes, subject to such
utilisation not exceeding 25% of the Gross Proceeds from the Fresh Issue in accordance with Regulation 7(2) of the
SEBI ICDR Regulations, such as meeting ongoing general corporate contingencies, strategic initiatives, funding
growth opportunities, including acquisitions and meeting exigencies, brand building, meeting expenses incurred by
our Company in the ordinary course of business, payment of commission and/or fees to the consultants research &
development expenses, construction of office building, working capital requirements, as may be applicable. The
quantum of utilisation of funds toward the aforementioned purposes will be determined by our Board based on the
amount actually available under the head “General Corporate Purposes” and the corporate requirements of our
Company, from time to time.
In case of variations in the actual utilization of funds designated for the purposes set forth above, increased fund
requirements for a particular purpose may be financed by surplus funds, if any which are not applied to the other
purposes set out above.
In addition to the above, our Company may utilize the Net Proceeds towards other expenditure (in the ordinary course
of business) considered expedient and approved periodically by our Board. Our Company’s management, in
accordance with the policies of our Board, shall have flexibility in utilising surplus amounts, if any, and consequently
our funding requirement and deployment of funds may also change. This may also include rescheduling the proposed
utilization of Net Proceeds and increasing or decreasing expenditure for a particular Object, i.e., the utilization of Net
Proceeds. In the event if any amount from Net Proceed remains unutilised including the estimated Offer expenses
amount, then the same can be used towards General Corporate Purpose provided the total amount towards general
corporate purposes is not exceeding 25% of the Gross Proceeds and the same shall be subject to noting taken by our
Board.
Offer Expenses
The total expenses of the Offer are estimated to be approximately ₹ 370.47 million.
The Offer related expenses primarily include fees payable to the BRLMs and legal counsels, fees payable to the Auditors,
brokerage and selling commission, underwriting commission, commission payable to Registered Brokers, RTAs, CDPs,
SCSBs’ fees, Sponsor Banks’ fees, Registrar’s fees, printing and stationery expenses, advertising and marketing expenses and
all other incidental and miscellaneous expenses for listing the Equity Shares on the Stock Exchanges.
Other than the listing fees, which will be paid by our Company, all costs, fees and expenses relating to the Offer including the
underwriting commissions, procurement commissions, if any, and brokerage due to the underwriters and sub-brokers or stock
brokers, fees payable to the SCSBs, BRLMs, Syndicate Members, legal advisors, Book Building fees and other charges, fees
and expenses of the SEBI, the Stock Exchanges and any other Governmental Authority, registrar fees and broker fees (including
fees for procuring of applications), bank charges and any other agreed fees and commissions, as applicable shall be borne by
the Company and the Selling Shareholders, in proportion to the number of Equity Shares issued and/or transferred by the
127Company and the Selling Shareholders in the Offer, respectively, within the time prescribed under the agreements to be entered
into with such persons and in accordance with applicable law including section 28(3) of the Companies Act, including in the
event the Offer is not successful.
The break-down for the estimated Offer expenses are set forth below:
Activity Estimated As a % of the total As a % of the total
expenses (in ₹ estimated Offer Offer size
million) expenses
BRLMs’ fees and commissions (including underwriting 173.53 46.84% 2.67%
commission)
Commission/processing fee for SCSBs, Sponsor Bank and Bankers 11.14 3.01% 0.17%
to the Offer. Brokerage, underwriting commission and selling
commission and bidding/uploading charges for members of the
Syndicate, Registered Brokers, RTAs and CDPs(1)(2)(3)(4)(5)
Fees payable to the Registrar to the Offer 3.67 0.99% 0.06%
Other Expenses 182.13 49.16% 2.80%
(i) Listing fees, SEBI filing fees, upload fees, Stock Exchanges
processing fees, book building software fees and other
regulatory expenses;
(ii) Printing and stationery expenses;
(iii) Advertising and marketing expenses;
(iv) Fees payable to legal counsel;
(v) Fees payable to the Monitoring Agency; and
(vi) Miscellaneous
Total estimated Offer expenses 370.47 100.00% 5.70%
Note: The above expenses is inclusive of GST wherever applicable
(1) Selling commission payable to SCSBs, on the portion for Retail Individual Investors, Non-Institutional Investors and Eligible Employees which are
directly procured and uploaded by the SCSBs, would be as follows:
Portion for Retail Individual Investors* 0.35% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Investors* 0.20% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* 0.25% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer 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. No additional uploading/ processing fees shall be payable by our
Company and the Selling Shareholders to the SCSBs on the Bid cum Application Form directly procured by them.
(2) Processing fees payable to the SCSBs on the portion for Retail Individual Investors, Non-Institutional Investors and Eligible Employees (excluding UPI
bids) which are procured by the Members of the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and submitted to SCSBs for blocking, would be
as follows:
Portion for Retail Individual Investors, Non-Institutional Investors and Eligible ₹10 per valid application (plus applicable taxes)
Employees*
* Processing fees payable to the SCSBs for capturing Syndicate Member/Sub-syndicate (Broker)/Sub-broker code on the ASBA Form for Non-Institutional
Investors, Eligible Employees and Qualified Institutional Buyers with bids above ₹0.50 million would be ₹10 plus applicable taxes, per valid Bid cum
Application Form.
The total processing fees payable to SCSBs as mentioned above will be subject to a maximum cap of ₹0.50 million (plus applicable taxes). In case the total
uploading charges/processing fees payable exceeds ₹0.50 million (plus applicable taxes), then the amount payable to SCSBs, would be proportionately
distributed based on the number of valid applications such that the total uploading charges /processing fees payable does not exceed ₹0.50 million (plus
applicable taxes)
(3) Brokerage, selling commission and processing/uploading charges on the portion for Retail Individual Investors (using the UPI mechanism), Non-
Institutional Investors and Eligible Employees which are procured by members of the Syndicate (including their sub-Syndicate Members), Registered
Brokers, 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 Retail Individual Investors* 0.35% of the Amount Allotted (plus applicable taxes)
Portion for Non-Institutional Investors* 0.20% of the Amount Allotted (plus applicable taxes)
Portion for Eligible Employees* 0.25% of the Amount Allotted (plus applicable taxes)
* Amount Allotted is the product of the number of Equity Shares Allotted and the Offer Price
The selling commission payable to the Syndicate / Sub-Syndicate Members will be determined (i) for Retail Individual Investors, Non- Institutional Investors
and Eligible Employee (up to ₹ 0.50 million), on the basis of the application form number / series, provided that the Bid cum Application Form 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;
and (ii) for Non-Institutional Investors (above ₹ 0.50 million), Syndicate ASBA form bearing SM Code and Sub-Syndicate code of the application form
submitted to SCSBs for blocking of the fund and uploading on the exchanges platform by SCSBs. 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 Syndicate / Sub
Syndicate members and not the SCSB.
(4) Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members) on the applications made using 3-in-1 accounts would be
₹ 10 plus applicable taxes, per valid application bid by the Syndicate (including their sub-Syndicate Members). Bidding charges payable to SCSBs on the
128QIB Portion and Non-Institutional Investors (excluding UPI Bids) which are procured by the Syndicate/sub-Syndicate/Registered Broker/RTAs/ CDPs and
submitted to SCSBs for blocking and uploading would be ₹ 10 per valid application (plus applicable taxes)
The total processing fees payable to Syndicate (Including their Sub syndicate Members) as mentioned above will be subject to a maximum cap of ₹0.50
million (plus applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹ 0.50 million (plus applicable taxes), then the amount
payable to Members of the Syndicate (Including their Sub syndicate Members), would be proportionately distributed based on the number of valid
applications such that the total uploading charges / processing fees payable does not exceed ₹ 0.50 million (plus applicable taxes)
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.
Selling commission/ bidding charges payable to the Registered Brokers on the portion for Retail Individual Investors procured through UPI Mechanism
and Non-Institutional Investors which are directly procured by the Registered Broker and submitted to SCSB for processing, would be as follows:
Portion for Retail Individual Investors, Non- ₹10 per valid application (plus applicable taxes)
Institutional Investors and Eligible
Employees
(5) Uploading charges/processing fees for applications made by Retail Individual Investors, Non- Institutional Investors and Eligible Employee (up to ₹
0.50 million) using the UPI Mechanism would be as follows:
Members of the Syndicate / RTAs / CDPs / ₹30 per valid application (plus applicable taxes)
Registered Brokers*
ICICI Bank Limited
₹ NIL for upto 10.00 lakh applications made by UPI Bidders using the UPI mechanism. ₹6.25 (plus
applicable taxes) per applications above 10.00 lakh applications made by UPI Bidders using the
UPI mechanism.
Kotak Mahindra Bank Limited
Sponsor Banks
₹ NIL for upto 4.00 lakh applications made by UPI Bidders using the UPI mechanism. ₹6.25 (plus
applicable taxes) per applications above 4.00 lakh applications made by UPI Bidders using the
UPI mechanism.
The Sponsor Banks shall be responsible for making payments to the third parties such as remitter
bank, NCPI and such other parties as required in connection with the performance of its duties
under the SEBI circulars, the Syndicate Agreement and other applicable law
*The total uploading charges / processing fees payable to members of the Syndicate, RTAs, CDPs, Registered Brokers will be subject to a maximum cap of
₹3.00 million (plus applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹3.00 million (plus applicable taxes), then the
amount payable to members of the Syndicate, RTAs, CDPs, Registered Brokers would be proportionately distributed based on the number of valid applications
such that the total uploading charges / processing fees payable does not exceed ₹ 3.00 million (plus applicable taxes).
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow and Sponsor
Bank Agreement.
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 SEBI ICDR Master Circular and such
payment of processing fees to the SCSBs shall be made in compliance with SEBI ICDR Master Circular and the SEBI RTA
Master Circular (as applicable to RTAs) and any other circulars or notifications issued by SEBI in this regard.
The Offer expenses shall be payable in accordance with the arrangements or agreements entered into by our Company with the
respective Designated Intermediary.
Interim use of Net Proceeds
The Net Proceeds pending utilisation for the purposes stated in this section, shall be deposited only with scheduled commercial
banks included in the Second Schedule of the Reserve Bank of India Act, 1934, as amended. In accordance with Section 27 of
the Companies Act, our Company confirms that it shall not use the Net Proceeds for buying, trading or otherwise dealing in
shares of any other listed company or for any investment in the equity markets.
Appraising entity
None of the Objects for which the Net Proceeds will be utilised have been appraised by any bank, financial institution or other
agency.
Bridge financing facilities
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Prospectus, which are
proposed to be repaid from the Net Proceeds.
Monitoring of utilisation of funds
Our Company has appointed Crisil Ratings Limited as the monitoring agency in accordance with Regulation 41 of the SEBI
ICDR Regulations.
129Our Audit Committee and the Monitoring Agency will monitor the utilisation of the Gross Proceeds and the Monitoring Agency
shall submit the report required under Regulation 41(2) of the SEBI ICDR Regulation, 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 on
receipt before the Audit Committee without any delay. Our Company will disclose and continue to disclose, the utilisation of
the Net Proceeds, including interim use under a separate head in our balance sheet for such fiscals as required under applicable
law, clearly specifying the purposes for which the Net Proceeds have been utilised, till the time any part of the Net Proceeds
remains unutilised. Our Company will also, in its balance sheet for the applicable fiscals, provide details, if any, in relation to
all such Net Proceeds that have not been utilised, if any, of such currently unutilised Net Proceeds. Further, our Company, on
a quarterly basis, shall include the deployment of Net Proceeds under various heads, as applicable, in the notes to our quarterly
consolidated results. Our Company will indicate investments, if any, of unutilised Net Proceeds in the balance sheet of our
Company for the relevant fiscals subsequent to receipt of listing and trading approvals from the Stock Exchanges.
Pursuant to Regulation 32(3) and Part C of Schedule II, of the SEBI Listing Regulations, our Company shall, on a quarterly
basis, disclose to the Audit Committee the uses and applications of the Net Proceeds. The Audit Committee shall make
recommendations to our Board for further action, if appropriate. On an annual basis, our Company shall prepare a statement of
funds utilised for purposes other than those stated in this Prospectus and place it before the Audit Committee and make other
disclosures as may be required until such time as the Net Proceeds remain unutilised. Such disclosure shall be made only until
such time that all the Net Proceeds have been utilised in full. The statement shall be certified by the statutory auditor of our
Company. Furthermore, in accordance with Regulation 32(1) of the SEBI Listing Regulations, our Company shall furnish to
the Stock Exchanges on a quarterly basis, a statement indicating (i) deviations, if any, in the actual utilisation of the proceeds
of the Fresh Issue from the Objects as stated above; and (ii) details of category wise variations in the actual utilisation of the
proceeds of the Fresh Issue from the objects of the Fresh Issue as stated above. This information will also be published in
newspapers simultaneously with the interim or annual financial results and explanation for such variation (if any) will be
included in our Director’s report, after placing the same before the Audit Committee.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act, our Company shall not vary the Objects of the Offer unless
our Company is authorized to do so by way of a special resolution of its Shareholders. In addition, the notice issued to the
Shareholders in relation to the passing of such special resolution shall specify the prescribed details and be published in
accordance with the Companies Act. The notice will be published in the newspapers, one in English, one in Hindi and one in
Gujarati (Gujarati being the regional language of Gujarat, where our Registered Office is located). Pursuant to Sections 13(8)
and 27 of the Companies Act, our Promoters or controlling Shareholders will be required to provide an exit opportunity to such
Shareholders who do not agree to the proposal to vary the Objects, subject to the provisions of the Companies Act and in
accordance with such terms and conditions, including in respect of pricing of the Equity Shares, in accordance with the
Companies Act and the SEBI ICDR Regulations.
Other confirmations
Except to the extent of any proceeds received pursuant to the sale of the Offered Shares by the Selling Shareholders in the Offer
for Sale, none of our Directors, Promoters, Promoter Group, Key Managerial Personnel, Senior Management Personnel or
Group Companies, will receive any portion of the Offer Proceeds. There are no material existing or anticipated transactions in
relation to the utilisation of the Net Proceeds entered into or to be entered into by our Company with our Promoters, Promoter
Group, Directors, Group Companies, Key Managerial Personnel and/or Senior Management Personnel.
130BASIS FOR OFFER PRICE
The Price Band, Floor Price and Offer Price will be determined by our Company, in consultation with the BRLMs, on the basis
of assessment of market demand for the Equity Shares offered through the Book Building Process and on the basis of the
quantitative and qualitative factors described below. Investors should also refer to “Risk Factors”, “Our Business”, “Restated
Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Position and Results of
Operations” on pages 28, 204, 300 and 363, respectively, to have an informed view before making an investment decision.
Qualitative factors
Some of the qualitative factors which form the basis for computing the Offer Price are:
1. One of the leading players in terms of installed capacity in the domestic PEB industry with presence in international
markets. We are one of India’s leading Pre-Engineered Buildings (“PEBs”) players (installed capacity being greater
than 100,000 MTPA). Our Company has installed capacity of 103,800 MTPA related to PEB structures and 1,800,000
square metres per annum for Self-Supported Roofing solutions as on March 31, 2025 (Source: CRISIL Report). For
further details, please see “Industry Overview - PEB related Manufacturing plants and capacity” on page 199.
2. We provide a wide range of specialised products and services, making us a comprehensive solution provider for our
customers.
3. Relationships with customers across a diverse set of industries with an order book of ₹8,428.38 million as of June 30,
2025.
4. Strategically located manufacturing facilities for PEBs with comprehensive in-house design and engineering
capabilities and 14 mobile manufacturing units for self-supported roofing systems.
5. Experienced and dedicated promoters and professional management team with domain knowledge.
6. Sustained track record of financial performance.
For further details, see “Our Business – Strengths” on page 208.
Our Company has considered Indian listed peers whose primary business involved offering integrated solutions for PEBs,
complex structural steel components, and roofing solutions.
Quantitative factors
Certain information presented below, relating to our Company, is based on the Restated Consolidated Financial Statements.
For details, see “Restated Consolidated Financial Statements” on page 300.
Some of the quantitative factors which may form the basis for calculating the Offer Price are as follows:
I. Basic and diluted earnings/ loss per share (“EPS”), as adjusted for change in capital
As per the Restated Consolidated Financial Statements:
Fiscal Basic EPS (in ₹) Diluted EPS (in ₹) Weight
2025 15.41 15.41 3
2024 9.17 9.17 2
2023 6.82 6.82 1
Weighted Average 11.90 11.90
Note:
Basic and Diluted EPS= Restated consolidated net profit after tax for the year attributable to the equity shareholders of the parent company
Weighted average number of equity shares for basic and diluted EPS
II. Price/Earning (“P/E”) ratio in relation to Price Band of ₹366 to ₹385 per Equity Share:
Particulars P/E at the lower end of the Price Band P/E at the higher end of the Price Band
(number of times) (number of times)
Based on basic EPS for Fiscal 2025 23.75 24.98
Based on diluted EPS for Fiscal 2025 23.75 24.98
131Industry Peer Group P/E ratio
P/E Ratio
Highest 33.69
Lowest 25.23
Industry Average 29.11
Notes:
(1) The Industry high and low has been considered from the industry peer set provided later in this section. For further details, see comparison
of accounting ratios with listed industry peers.
(2) P/E Ratio has been computed based on the closing market price of equity shares on BSE on July 07, 2025 divided by the Diluted EPS provided.
(3) All the financial information for listed industry peer mentioned above is on a consolidated basis and is sourced from the annual audited
financial results of the company for the financial year ended March 31, 2025.
(4) We have considered Indian listed peers whose primary business involves offering integrated solutions for PEBs, complex structural steel
components, and roofing solutions.
III. Average Return on Net Worth (“RoNW”)
As per Restated Consolidated Financial Statements:
Fiscal RoNW (%) Weight
Fiscal 2025 25.14% 3
Fiscal 2024 19.68% 2
Fiscal 2023 18.89% 1
Weighted Average 22.28% -
Note:
Return on Net Worth (%) = Restated consolidated net profit after tax for the year attributable to the equity shareholders of the parent company/
Restated Consolidated Net Worth as at the end of the year
IV. Net asset value per Equity Share (face value of ₹ 10 each)
Net Asset Value per Equity Share (₹)
As on March 31, 2025 61.31
After the Offer
Offer Price 385.00
Note:
Net Asset Value per share = Total equity (excluding non-controlling interest)
Number of equity shares outstanding at the end of the year
V. Comparison of accounting ratios with listed industry peers
Name of the Face Value Revenue Basic EPS Diluted P/E as on RONW NAV (₹)
company (₹ per from 2025 (₹) EPS 2025 July 7, (%)
share) operations (₹) 2025
(in ₹
million)
M & B Engineering 10 9,885.54 15.41 15.41 - 25.14 61.31
Limited
Listed peers
Pennar Industries 5 32,265.80 8.84 8.84 25.23 11.96% 73.99
Limited
Bansal Roofing 10 966.25 4.20 4.20 28.39 16.71% 25.13
Products Limited
BirlaNU Limited* 10 36,152.30 (43.63) (43.63) NM (2.72)% 1,606.51
Everest Industries 10 17,228.17 (2.28) (2.28) NM (0.60)% 377.13
Limited
Interarch Building 10 14,538.25 68.51 68.03 33.69 14.35% 451.56
Products Limited
Source: The financial information for the company is based on the Restated Consolidated Financial Statements as at and for the financial year
ended March 31, 2025.
The financial information for listed industry peers mentioned above is on a consolidated basis and is sourced from the annual audited financial
results of the relevant companies for the year ended March 31,2025 submitted to the Stock Exchanges.
* BirlaNU Limited was formerly HIL Limited
^ P/E is NM due to negative earnings for relevant fiscal
Notes:
(1) Basic EPS and Diluted EPS refer to the Basic EPS and Diluted EPS sourced from the financial statements of the respective company
(2) P/E Ratio has been computed based on the closing market price of equity shares on BSE on July 07, 2025 divided by the Diluted EPS provided.
(3) Return on net worth (RoNW) is computed as profit for the year attributable to common shareholders of the parent divided by net worth
(excluding non-controlling interest), as at March 31, 2025.
(4) NAV per equity share has been computed as the net worth attributable to common shareholders (excluding non-controlling interest) divided
by the total number of shares outstanding, as at March 31, 2025.
132VI. Key performance indicators (“KPIs”)
The KPIs disclosed below have been used historically by our Company to understand and analyse our business
performance, which in result, help us in analysing the growth of business verticals in comparison to our peers. Our
Company considers that the KPIs set forth below are the ones that may have a bearing for arriving at the basis for the
Offer Price. The KPIs disclosed below have been approved and confirmed by a resolution of our Audit Committee
dated July 24, 2025. Further, the members of our Audit Committee have confirmed that there are no KPIs pertaining
to our Company that have been disclosed to any investors at any point of time during the three years prior to the date
of filing of the Red Herring Prospectus. Further, the KPIs disclosed herein have been certified by our Statutory
Auditors, by their certificate dated July 24, 2025.
For details of our other operating metrics disclosed elsewhere in this Prospectus, see “Our Business”, and
“Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages 204 and 363
respectively.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at
least once in a year (or any lesser period as determined by the Board of Directors of our Company), until the later of
(a) one year after the date of listing of the Equity Shares on the Stock Exchanges; and (b) complete utilisation of the
proceeds of the Fresh Issue as disclosed in “Objects of the Offer” on page 114, or for such other duration as may be
required under the SEBI ICDR Regulations.
The list of our KPIs along with brief explanation of the relevance of the KPI for our business operations are set forth
below. We have also described and defined the KPIs, as applicable, in “Definitions and Abbreviations” beginning on
page 1.
Metric Explanation for the KPI
Revenue from Operations Revenue from operations helps management track business income and assess the company’s
(₹ million) overall financial performance and scale.
EBITDA (₹ million) EBITDA provides information regarding the operational efficiency of the business.
EBITDA Margin (%) EBITDA Margin is an indicator of the operational profitability and financial performance of the
business.
Restated Profit/ (Loss) for Restated Profit/ (Loss) for the Year provides information regarding the overall profitability of the
the Year (₹ million) business.
PAT Margin (%) PAT Margin is an indicator of the overall profitability and financial performance of the business
Return on Equity (%) Return on Equity measures how efficiently the company generates profits using shareholders’
funds.
Return on Capital Return on Capital Employed measures how efficiently the company generates earnings before
Employed (%) finance costs and taxes from the capital employed in the business.
Net Debt (₹ million) Net Debt reflects represented net debt position as of the Balance Sheet date.
Net Debt to EBITDA Net Debt to EBITDA measures the extent to which the company’s EBITDA can cover its net debt,
(times) helping assess the operational leverage.
Net Debt to Equity (times) Net Debt to Equity measures the extent to which Company can cover the net debt and represents
the net debt position in comparison to the equity position. It helps evaluate the financial leverage.
Net Fixed Assets Net Fixed Assets Turnover Ratio measures the efficiency of Property, plant and equipment, Capital
Turnover Ratio (times) work-in-progress, Intangible assets, and Right-to-use assets.
Net Working Capital (₹ Net working Capital determines the Company’s short-term financial health and operational
million) efficiency.
Net Working Capital Days Net Working Capital Days indicates working capital requirements in days in relation to revenue
(No of days) generated from operations.
Installed Capacity Installed capacity indicate the capacity for production of pre-engineered buildings which
(MTPA) generally determines the overall capacity of the manufacturing facility.
Installed Capacity (Square Installed capacity for self-roofing systems (in square meters) indicates the facility's production
meters) capability and generally indicates the overall manufacturing capacity of the facility
Number of manufacturing Number of manufacturing plants indicates the number of operational manufacturing plants at the
plants end of the specific fiscal
Details of our KPIs as at/ for the Fiscals ended March 31, 2025, March 31, 2024 and March 31, 2023
Metric Unit For the Financial Year ended
March 31,2025 March 31, 2024 March 31, 2023
Revenue from Operations ₹ million 9,885.54 7,950.60 8,804.70
EBITDA ₹ million 1,263.77 796.22 664.30
EBITDA Margin % 12.78% 10.01% 7.54%
Restated Profit/(Loss) for the Year in ₹ million 770.47 456.34 328.92
PAT Margin % 7.73% 5.65% 3.70%
133Metric Unit For the Financial Year ended
March 31,2025 March 31, 2024 March 31, 2023
Return on Equity % 25.13% 19.68% 18.89%
Return on Capital Employed % 24.80% 19.17% 19.70%
Net Debt in ₹ million 1,013.18 1,056.10 231.40
Net Debt to EBITDA times 0.80 1.33 0.35
Net Debt to Equity times 0.33 0.45 0.13
Net Fixed Assets Turnover Ratio times 5.56 5.54 10.91
Net Working Capital in ₹ million 2,880.90 2,414.48 1,597.32
Net Working Capital Days No of days 106 111 66
Installed Capacity MTPA 103,800.00 72,000.00 72,000.00
Installed Capacity for self-roofing systems square meters 1,800,000.00 16,50,000.00 16,50,000.00
Number of manufacturing plants In Number 2 1 1
Notes:
1. The above financial information has been extracted or derived from the Restated Consolidated Summary Statements.
2. EBITDA is calculated as Restated Profit/(Loss) for the year less Other income add Finance costs, Depreciation and amortisation, and Total
income tax expenses
3. EBITDA Margin is calculated as EBITDA divided by Revenue from operations
4. PAT Margin is calculated as Restated Profit/(Loss) for the year divided by Total income
5. Return on Equity is calculated as Restated Profit/(Loss) for the year (Excluding share of minority in profits) divided by Total equity
(Excluding non-controlling interest)
6. Return on Capital Employed is calculated as EBIT divided by Capital employed. Capital employed is calculated as the sum of Total equity
(including non-controlling interest), Non-current borrowings and Current borrowings while EBIT is calculated as EBITDA add Other
income less Depreciation and amortization
7. Net Debt is calculated as the sum of Non-current borrowings and Current borrowings less cash and cash equivalents and other bank
balances
8. Net Debt to EBITDA is calculated as Net Debt divided by EBITDA
9. Net Debt to Equity is calculated as Net Debt divided by Total Equity (including non-controlling interest)
10. Net Fixed Assets Turnover Ratio is calculated as Revenue from operations for the year divided by Net Property, plant and equipment,
Capital work-in-progress, Intangible assets, and Right-to-use assets
11. Net Working Capital is calculated as Inventories add Trade Receivables (current) less Trade Payables (micro and small enterprises and
other than micro and small enterprises).
12. Net Working Capital Days is calculated as Net Working Capital divided by Revenue from operations multiplied by 365.
13. Installed Capacity (MTPA) indicates the capacity for production of pre-engineered buildings which generally determines the overall
capacity of the manufacturing facility.
14. Installed capacity for self-roofing systems (in square meters) indicates the facility's production capability and generally indicates the overall
manufacturing capacity of the facility
15. Number of manufacturing plants indicates the number of operational manufacturing plants at the end of the specific fiscal.
Description on the historic use of the KPIs by us to analyse, track or monitor our operational and/or financial
performance
In evaluating our business, we consider and use certain KPIs, as stated 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 or results of operation. Although these KPIs are not a measure of
performance calculated in accordance with applicable accounting standards, our 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. Bidders
are encouraged to review the Ind AS financial measures and to not rely on any single financial or operational metric
to evaluate our business.
134Comparison of our KPIs with our listed industry peers
(a) Comparison of KPIs of Fiscal 2025 with listed industry peers:
Particulars Unit For the financial year ended March 31, 2025
M & B Pennar Industries Bansal Roofing BirlaNU Limited* Everest Industries Interarch
Engineering Limited Products Limited Limited Building Products
Limited Limited
Financial KPIs
Revenue from Operations ₹ million 9,885.54 32,265.80 966.25 36,152.30 17,228.17 14,538.25
EBITDA ₹ million 1,263.77 3,107.50 91.76 585.80 299.04 1362.41
EBITDA Margin % 12.78% 9.63% 9.50% 1.62% 1.74% 9.37%
Profit/ (Loss) for the Year in ₹ million 770.47 1,194.50 55.38 (329) (36.04) 1,078.29
PAT Margin % 7.73% 3.66% 5.72% (0.90%) (0.21%) 7.31%
Return on Equity % 25.13% 11.95% 16.71% (2.72%) (0.60%) 14.35%
Return on Capital Employed % 24.80% 15.66% 20.61% (2.97%) 0.74% 18.88%
Net Debt in ₹ million 1,013.18 5,855.80 47.77 6,291.80 1,531.57 (1,815.75)
Net Debt to EBITDA times 0.8 1.88 0.52 10.74 5.12 (1.33)
Net Debt to Equity times 0.33 0.59 0.14 0.52 0.26 (0.24)
Net Fixed Assets Turnover Ratio times 5.56 3.31 3.33 2.10 3.00 6.36
Net Working Capital in ₹ million 2,880.90 6,382.80 129.86 4,546.40 4,236.60 2,560.38
Net Working Capital Days No of days 106 72 49 46 90 64
Operational KPIs
Installed Capacity MTPA 103,800.00 NA NA NA NA 161,000
Installed Capacity for self-roofing systems Square meters 1,800,000.00 NA NA NA NA NA
Number of manufacturing facilities In Number 2 13 NA 32 2 5
Source: The financial information for the company is based on the Restated Consolidated Financial Statements.
The financial information for listed industry peers mentioned above is on a consolidated basis, if applicable and is sourced from the financial results of the respective company for the financial
year ended March 31, 2025 as submitted to the Stock Exchanges.
*BirlaNU Limited was formerly HIL Limited
135(b) Comparison of KPIs of Fiscal 2024 with listed industry peers:
Particulars Unit For the Fiscal Year 2024
M & B Pennar Industries Bansal Roofing BirlaNU Limited* Everest Industries Interarch
Engineering Limited Products Limited Limited Building Products
Limited Limited
Financial KPIs
Revenue from Operations ₹ million 7,950.60 31,305.70 1,056.99 33,749.66 15,754.52 12,933.02
EBITDA ₹ million 796.22 2,729.70 65.69 1,244.49 409.61 1,130.15
EBITDA Margin % 10.01% 8.72% 6.22% 3.69% 2.60% 8.74%
Profit/ (Loss) for the Year in ₹ million 456.34 983.50 35.46 347.85 179.98 862.62
PAT Margin % 5.65% 3.10% 3.35% 1.02% 1.13% 6.60%
Return on Equity % 19.68% 11.22% 12.84% 2.78% 3.01% 19.40%
Return on Capital Employed % 19.17% 15.31% 16.82% 1.87% 4.10% 25.95%
Net Debt in ₹ million 1,056.10 5,916.10 38.59 4,123.13 (186.28) (1,284.76)
Net Debt to EBITDA times 1.33 2.17 0.59 3.31 (0.45) (1.14)
Net Debt to Equity times 0.45 0.67 0.14 0.33 (0.03) (0.29)
Net Fixed Assets Turnover Ratio times 5.54 3.42 3.59 2.35 3.29 7.36
Net Working Capital in ₹ million 2,414.48 5,288.90 51.68 4,755.27 3,096.10 3,096.10
Net Working Capital Days No of days 111 62 18 51 72 52
Operational KPIs
Installed Capacity MTPA 72,000.00 NA NA NA NA NA
Installed Capacity for self-roofing systems Square meters 16,50,000.00 NA NA NA NA NA
Number of manufacturing facilities In Number 1 13 1 32 8 5
Source: The financial information for the company is based on the Restated Consolidated Financial Statements as at and for the financial year ended March 31, 2024.
The financial information for listed industry peers mentioned above is on a consolidated basis and is sourced from the financial statements of the respective company for the financial year ended March 31, 2024 submitted
to the Stock Exchanges.
*BirlaNU Limited was formerly HIL Limited
136(c) Comparison of KPIs of Fiscal 2023 with listed industry peers:
Particulars Unit For the Fiscal Year 2023
M & B Engineering Pennar Industries Bansal Roofing BirlaNU Limited* Everest Industries Interarch Building
Limited Limited Products Limited Limited Products Limited
Financial KPIs
Revenue from Operations (₹ million) 8,804.70 28,946.20 932.53 34,789.59 16,476.34 11,239.26
EBITDA (₹ million) 664.30 2,211.90 69.08 2,229.18 675.19 1,063.80
EBITDA Margin (%) 7.54% 7.64% 7.41% 6.41% 4.10% 9.47%
Profit/(Loss) for the Year (₹ million) 328.92 754.30 41.71 971.03 423.59 814.63
PAT Margin (%) 3.70% 2.58% 4.46% 2.77% 2.51% 7.17%
Return on Equity (%) 18.89% 9.69% 17.34% 7.81% 7.29% 20.40%
Return on Capital Employed (%) 19.70% 13.54% 20.09% 8.25% 11.52% 27.16%
Net Debt (₹ million) 231.40 4,486.00 57.04 3,446.15 493.41 (1,078.23)
Net Debt to EBITDA (times) 0.35 2.03 0.83 1.55 0.73 (1.01)
Net Debt to Equity (times) 0.13 0.58 0.24 0.28 0.08 (0.27)
Net Fixed Assets Turnover Ratio (times) 10.91 3.92 3.71 2.83 3.99 7.13
Net Working Capital (₹ million) 1,597.32 5,621.90 78.85 4,738.99 4,475.19 1,920.24
Net Working Capital Days (No of days) 66 71 31 50 99 62
Operational KPIs
Installed Capacity (MTPA) 72,000.00 NA NA NA NA 1,20,000
Installed Capacity for self-roofing systems (Square meters) 16,50,000.00 NA NA NA NA NA
Number of manufacturing facilities (In Number) 1 13 1 27 NA 4
Source: The financial information for the company is based on the Restated Consolidated Financial Statements as at and for the financial year ended March 31, 2023.
In case of listed peers, the information for the Fiscal Year 2023 has been considered as per the comparative figures appearing in the audited financial statements/results for the Fiscal Year ended 2024.
*BirlaNU Limited was formerly HIL Limited
Notes relating to KPIs of Industry Peers:
1. EBITDA is calculated as Profit/(Loss) for the year less Exceptional items, Share of profit/(loss) of equity accounted investees (net of tax), Share of profit/(loss) from joint venture and Other income add Finance
costs, Depreciation and amortisation, and Total income tax expenses
2. EBITDA Margin is calculated as EBITDA divided by Revenue from operations
3. PAT Margin is calculated as Profit/(Loss) for the year divided by Total income
4. Return on Equity is calculated as Profit/(Loss) for the year (Excluding share of minority in profits) divided by Total equity (Excluding non-controlling interest)
5. Return on Capital Employed is calculated as EBIT divided by Capital employed. Capital employed is calculated as the sum of Total equity (including non-controlling interest), Non-current borrowings and
Current borrowings while EBIT is calculated as EBITDA add Other income, Share of profit/(loss) of equity accounted investees (net of tax) and Share of profit/(loss) from joint venture less Depreciation and
amortization
6. Net Debt is calculated as the sum of Non-current borrowings and Current borrowings less cash and cash equivalents and other bank balances
7. Net Debt to EBITDA is calculated as Net Debt divided by EBITDA
8. Net Debt to Equity is calculated as Net Debt divided by Total Equity (including non-controlling interest)
9. Net Fixed Assets Turnover Ratio is calculated as Revenue from operations for the year divided by Net Property, plant and equipment, Capital work-in-progress, Goodwill, Intangible assets, Intangible assets
under development and Right-to-use assets
10. Net Working Capital is calculated as Inventories add Trade Receivables (current) less Trade Payables (micro and small enterprises and other than micro and small enterprises)
11. Net Working Capital Days is calculated as Net Working Capital divided by Revenue from operations multiplied by 365.
12. Installed Capacity (MTPA) indicates the capacity for production of pre-engineered buildings which generally determines the overall capacity of the manufacturing facility.
13. Installed capacity for self-roofing systems (in square meters) indicates the facility's production capability and generally indicates the overall manufacturing capacity of the facility
14. Number of manufacturing plants indicates the number of operational manufacturing plants at the end of the specific fiscal.
137Comparison of KPIs based on additions or dispositions to our business
Material acquisition or disposition of assets / business for the periods that are covered by the KPIs have no material
impact on KPIs and accordingly, no comparison of KPIs over time based on additions or dispositions to the business,
have been provided
VII. Weighted average cost of acquisition, floor price and cap price
(a) Price per share of our Company based on primary issuances of Equity Shares or convertible securities
(excluding Equity Shares issued under employee stock option schemes and issuance of Equity Shares
pursuant to a bonus issue) during the 18 months preceding the date of this Prospectus, where such issuance
is equal to or more than 5% of the fully diluted paid-up share capital of our Company (calculated based
on the pre-Offer 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”)
There has been no issuance of Equity Shares or convertible securities during the 18 months preceding the date of
this Prospectus (excluding Equity Shares issued under employee stock option schemes and issuance of Equity
Shares pursuant to a bonus issue) where such issuance is equal to or more than 5% of the fully diluted paid-up
share capital of our Company (calculated based on the pre-Offer 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.
(b) Price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on
secondary sale or acquisition of equity shares or convertible securities (excluding gifts and transmission)
involving any of the Promoters, members of the Promoter Group, Selling Shareholders or other
Shareholders of our Company with rights to nominate directors during the 18 months preceding the date
of filing of the this Prospectus, where the acquisition or sale is equal to or more than 5% of the fully diluted
paid-up share capital of our Company (calculated based on the pre-Offer capital before such transaction(s)
and excluding employee stock options granted but not vested), in a single transaction or multiple
transactions combined together over a span of rolling 30 days (“Secondary Transactions”)
There have been no secondary sale/transfers or acquisition of any Equity Shares or convertible securities, where
the Promoters, members of the Promoter Group, the Selling Shareholders or shareholders having the right to
nominate Directors to the Board of our Company are a party to the transactions (excluding gifts), during the 18
months preceding the date of this Prospectus, where either acquisition or sale is equal to or more than 5% of the
fully diluted paid up share capital of our Company (calculated based on the pre-Offer capital before such
transaction(s) and excluding employee stock options granted but not vested), in a single transaction or multiple
transactions combined together over a span of rolling 30 days.
(c) Since there are no transactions to report under points (a) and (b), the following are the details based on
the last five primary issuances and secondary transactions (secondary transactions where Promoters,
members of the Promoter Group, Selling Shareholders or Shareholders having the right to nominate
director(s) to the Board of our Company, are a party to the transaction excluding transmission and/or
gift), not older than the three years preceding the date of this Prospectus, irrespective of the size of
transactions
There have been no primary issuances or secondary transactions (secondary transactions where Promoters,
members of the Promoter Group, Selling Shareholders or Shareholders having the right to nominate director(s)
to the Board of our Company, are a party to the transaction excluding transmission and gift), in the three years
preceding the date of this Prospectus.
(d) Floor Price and Cap Price vis-a-vis the weighted average cost of acquisition at which the Equity Shares
based on primary issuances/secondary transactions during the last three years:
Based on the disclosures in (a) and (b) above, the weighted average cost of acquisition of Equity Shares as
compared with the Floor Price and Cap Price is set forth below:
Past transactions Weighted average Floor price in Cap price in ₹
cost of acquisition ₹ 366 385
per Equity Share
(in ₹)
Weighted average cost of acquisition for last 18 months based on Not applicable Not applicable Not applicable
primary/new issue of shares (equity/ convertible securities),
138Past transactions Weighted average Floor price in Cap price in ₹
cost of acquisition ₹ 366 385
per Equity Share
(in ₹)
excluding shares issued under the employee stock options
schemes and issuance of bonus shares, during the 18 months
preceding the date of filing of this Prospectus, where such
issuance is equal to or more than 5% of the fully diluted paid-up
share capital of our Company (calculated based on the pre-Offer
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
Weighted average cost of acquisition for last 18 months based on Not applicable Not applicable Not applicable
secondary sale/acquisition of shares equity/convertible
securities), where the Selling Shareholders or Shareholder(s)
having the right to nominate Director(s) on our Board or Selling
Shareholder in the Board are a party to the transaction (excluding
transmission and gifts), during the 18 months preceding the date
of filing of this Prospectus, where either acquisition or sale is
equal to or more than five per cent of the fully diluted paid-up
share capital of our Company (calculated based on the pre-Offer
capital before such transaction(s) and excluding employee stock
options granted but not vested), in a single transaction or
multiple transactions combined together over a span of rolling
30 days
Since there are no transactions to report under (a) and (b) above, the following are the details based on the last five primary
and secondary transactions (secondary transactions where Promoter(s), members of the Promoter Group, Selling
Shareholders or Shareholders having the right to nominate Director(s) to the Board of our Company, are a party to the
transaction excluding gifts and transmission), during the three years preceding the date of this Prospectus, irrespective of
the size of transactions:
Weighted average cost of acquisition of Primary Issuances Not applicable Not applicable Not applicable
Weighted average cost of acquisition of Secondary Transactions Not applicable Not applicable Not applicable
Note: The above details have been certified by our Statutory Auditors, by their certificate dated August 1, 2025.
Explanation for Cap Price being ₹ 385 in comparison to weighted average cost of acquisition of primary
issuance price/secondary transaction price of Equity Shares (set out in VII above) along with our Company’s
key performance indicators and financial ratios for the Fiscals 2025, 2024 and 2023; and in view of the
external factors which may have influenced the pricing of the Offer.
• We are one of the leading players in terms of installed capacity in the domestic PEB industry with presence in
international markets.
• We are one of India’s leading Pre-Engineered Buildings (“PEBs”) players (installed capacity being greater than
100,000 MTPA). Our Company has installed capacity of 103,800 MTPA related to PEB structures and 1,800,000
square metres per annum for Self-Supported Roofing solutions as on March 31, 2025 (Source: CRISIL Report).
• We provide a wide range of specialised products and services, making us a comprehensive solution provider for
our customers.
• Relationships with customers across a diverse set of industries with an order book of ₹ 8,428.38 million as of June
30, 2025.
• We have Strategically located manufacturing facilities for PEBs with comprehensive in-house design and
engineering capabilities and 14 mobile manufacturing units for self-supported roofing systems.
• We have an experienced and dedicated promoters and professional management team with domain knowledge.
VIII. The Offer price is 38.50 times of the face value of the Equity Share
The Offer Price of ₹ 385.00 has been determined by our Company, in consultation with the BRLMs, on the basis of
assessment of market demand from investors for Equity Shares through the Book Building Process, and is justified in
view of the above qualitative and quantitative parameters.
Investors should read the above-mentioned information along with “Risk Factors”, “Our Business”, “Management’s Discussion
and Analysis of Financial Position and Results of Operations” and “Financial Information” beginning on page 28, 204, 363
and 300 respectively, to have a more informed view. The trading price of Equity Shares could decline due to factors mentioned
in “Risk Factors” on page 28 and you may lose all or part of your investments.
139STATEMENT OF SPECIAL TAX BENEFITS
Date: July 16, 2025
The Board of Directors,
M & B Engineering Limited
MB House, 51, Chandrodaya Society
Opposite Golden Triangle Stadium Road
Post Navjivan,
Ahmedabad – 380 014
Gujarat, India
Dear Sirs/ Madams,
Sub: Statement of possible special tax benefit (the “Statement”) available to M & B Engineering Limited (the
“Company”), its shareholders and Phenix Building Solutions Private Limited (the “Material Subsidiary”),
prepared to comply with the requirements of the Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements), 2018 as amended (the “SEBI ICDR Regulations)
We, Talati & Talati LLP Statutory Auditors of the Company, hereby confirm that the enclosed Annexure A, prepared by the
Company and initialled by us for identification purpose (“Statement”) for the proposed initial public offering by the Company
(“Offer”), provides the possible special tax benefits available to the Company, its shareholders and the Material Subsidiary
under direct tax and indirect tax laws presently in force in India, including the Income-tax Act, 1961 read with Income-tax
Rules, 1962, as amended by the Finance Act, 2025, i.e. applicable for the Financial Year 2025-26 relevant to the assessment
year 2026-27 (together the “Direct Tax Laws”) the Central Goods and Services Tax Act, 2017 / the Integrated Goods and
Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax Act,
2017 read with riles, circulars and notifications (collectively, “GST Act”), Customs Act, 1962 and the Customs Tariff Act,
1975 (read with the rules, circulars and notifications issued in connection thereto) and Foreign Trade (Development and
Regulation) Act, 1992 and Foreign Trade Policy 2023 - 2028 (FTP), each as amended and presently in force in India
(collectively referred as “Indirect Tax Laws” and along with “Direct Tax Laws”, the “Tax Laws”) Several of these benefits are
dependent on the Company, its shareholders or the Material Subsidiary fulfilling the conditions prescribed under the relevant
statutory provisions. Hence, the ability of the Company, its shareholders and/or the Material Subsidiary identified as per the
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirement) Regulations, 2015, to derive the tax
benefits is dependent upon fulfilling such conditions, which based on business imperatives the Company faces in the future,
the Company may or may not choose to fulfil.
This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the SEBI ICDR Regulations.
While the term ‘special tax benefits’ has not been defined under the SEBI ICDR Regulations, for the purpose of this Statement,
it is assumed that with respect to special tax benefits available to the Company, its shareholders and/or the Material Subsidiary
the same would include those benefits as enumerated in the Annexure A. Any benefits under the taxation laws other than those
specified in Annexure A are considered to be general tax benefits and therefore not covered within the ambit of this Statement.
Further, any benefits available under any other laws within or outside India, except for those mentioned in the Annexure A
have not been examined and covered by this statement.
The benefits discussed in the enclosed Statement are not exhaustive. The Statement is only intended to provide general
information to the investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the
individual nature of the tax consequences and changing tax laws, each investor is advised to consult his or her own tax consultant
with respect to the specific tax implications arising out of their participation in the Offer.
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.
We do not express any opinion or provide any assurance as to whether:
1. the Company or its shareholders or the Material Subsidiary will continue to obtain these benefits in the future; or
2. the conditions prescribed for availing of the benefits, where applicable have been/would be met with.
3. The revenue authorities/courts will concur with the views expressed herein.
The contents of the enclosed Statement are based on information, explanations and representations obtained from the Company
and on the basis of our understanding of the business activities and operations of the Company.
140We have conducted our review in accordance with the ‘Guidance Note on Reports or Certificates for Special Purposes’ issued
by the Institute of Chartered Accountants of India (“ICAI”) which requires that we comply with ethical requirements of the
Code of Ethics issued by the ICAI. We hereby confirm that while providing this statement we have complied with the Code of
Ethics issued by the ICAI.We also consent to the inclusion of this certificate as a part of “Material Contracts and Documents
for Inspection” in connection with this Offer, which will be available for public for inspection from date of the filing of the
RHP until the Bid/Offer Closing Date including through physical means at our Registered Office and online means on the
website of the Company.
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.
We hereby consent to this Statement being included in the Red Herring Prospectus and Prospectus in relation to the Offer and/or
submission of this Statement as may be necessary, to any regulatory/ statutory authority, stock exchanges, any other authority
as may be required and/or for the records to be maintained by the BRLMs in connection with the Offer and in accordance with
applicable law.
Yours faithfully,
For Talati & Talati LLP
Chartered Accountants
Firm Registration Number: 110758W/W100377
Umesh Talati
Partner
Membership No.: 034834
UDIN: 25034834BMIAUJ9120
Place: Ahmedabad
141ANNEXURE A
STATEMENT OF POSSIBLE SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY, ITS
SHAREHOLDERS AND THE MATERIAL SUBSIDIAIRY UNDER THE APPLICABLE DIRECT AND INDIRECT
TAX LAWS IN INDIA
This Statement of possible special tax benefits available to the Company, its shareholders and the Material Subsidiary, is
required as per Schedule VI (Part A)(9)(L) of the SEBI ICDR Regulations. While the term ‘special tax benefits’ has not been
defined under the SEBI ICDR Regulations, for the purpose of this Statement, it is assumed that with respect to special tax
benefits available to the Company, its shareholders and the Material Subsidiary, the same would include those benefits as
enumerated in this Annexure. Any benefits under the taxation laws other than those specified in this Annexure are considered
to be general tax benefits and therefore not covered within the ambit of this Statement. Further, any benefits available under
any other laws within or outside India, except for those mentioned in this Annexure have not been reviewed and covered by
this statement.
I. Special Direct tax benefits available to the Company
Income-Tax @22% and applicable Education Cess and Surcharge as per Section 115BAA of Income Tax Act, 1961.
Deductions from Gross Total Income
• Section 80JJAA: Deduction in respect of employment of new employees
Subject to fulfilment of prescribed conditions, the Company is entitled to claim deduction under the
provisions of Section 80JJAA of the Act, of an amount equal to thirty per cent of additional employee cost
(relating to specified category of employees) incurred in the course of business in the previous year, for three
assessment years including the assessment year relevant to the previous year in which such employment is
provided.
The deduction u/s 80JJAA of the Act shall be applicable even if the Company avail the benefits of the special
rate u/s 115BAA of the Act
• Section 80M of the Act: Deduction in respect of inter-corporate dividends
A new Section 80M had been inserted by the Finance Act, 2020 w.e.f. FY 2020-21 providing for deduction
from gross total income of a domestic company, of an amount equal to dividends received by such company
from another domestic company or a foreign company or a business trust to the extent it does not exceed the
amount of dividend distributed by it on or before one month prior to the date of filing its tax return as
prescribed under Section 139(1) of the Act.
Where the company receives any such dividend during a FY and also, distributes dividend to its shareholders
before the aforesaid date, as may be relevant to the said FY, it shall be entitled to the deduction under Section
80M of the Act. The deduction u/s 80M of the Act shall be applicable for the company availing the benefits
of the special rate u/s 115BAA of the Act.
Higher cost of acquisition benefit in relation to long term capital asset being shares of company referred to in
section 112A of the Act.
Surcharge on all long-term capital gains capped at 15%
The Finance Act 2022 has capped the surcharge on LTCG on sale of unlisted equity shares to 15% from
erstwhile graded surcharge up to 37%.
Surcharge on personal income capped at 25% for individuals opting concessional tax regime under section
115BAC
The Finance Act 2024 has capped surcharge on total income of individual assessee’s opting for concessional
tax regime under section 115BAC to 25% (instead of earlier surcharge of 37% for individuals having total
income exceeding Rs. 5 crores).
II. Special Indirect tax benefits available to the Company
No Special Indirect tax benefits available.
Benefits of Duty Drawback scheme under Section 75 of the Customs Act, 1962:
142As per Section 75 of the Customs Act, the Central Government is empowered to allow duty drawback on export of
goods. The Company is availing duty drawback under Section 75 of the Customs Act read with Notification No.
77/2023-Cus. (N.T.) dated 20 October 2023.
Benefits under the Central Goods and Services Act, 2017, respective State / Union Territory Goods and Services
Tax Act, 2017 and Integrated Goods and Services Tax Act, 2017 (read with relevant rules prescribed
thereunder):
Under the GST regime, supplies of goods or services which qualify as ‘export’ of goods or services are treated as zero-
rated supplies which can be supplied either with or without payment of Integrated Goods and Services Tax (hereinafter
referred to as “IGST”) subject to fulfilment of conditions prescribed. The exporter has the options as under:
To undertake exports under cover of a Bond/ Letter of Undertaking (hereinafter referred to as “LUT”) without payment
of IGST and claim refund of accumulated Input Tax Credit subject to fulfilment of conditions prescribed under the
provisions of Section 54 of the Central Goods and Services Tax Act, 2017.
To undertake export with payment of IGST and claim refund of IGST paid on such exports as per the provisions of
Section 54 of the Central Goods and Services Tax Act, 2017.
Thus, the GST law permits a supplier undertaking zero rated supplies (which will include the supplier making supplies
to SEZ) to claim refund of tax paid on exports as IGST (by undertaking exports on payment of tax using ITC) or export
without payment of tax by executing a Bond/ LUT and claim refund of related ITC of taxes paid on inputs and input
services used in making zero rated supplies. The Company undertakes export of goods without payment of IGST basis
the LUT as prescribed under the GST law. In such case, it will have the option of claiming refund of unutilized input
tax credit, subject to fulfilment of all prescribed conditions. Currently, the Company is able to utilise its input tax credit
and is not exercising the option of filing a refund claim.
III. Special Direct tax benefits available to the Material Subsidiary
Income-Tax @22% and applicable Education Cess and Surcharge as per Section 115BAA of Income Tax Act, 1961.
Deductions from Gross Total Income
• Section 80JJAA: Deduction in respect of employment of new employees
Subject to fulfilment of prescribed conditions, the Company is entitled to claim deduction under the
provisions of Section 80JJAA of the Act, of an amount equal to thirty per cent of additional employee cost
(relating to specified category of employees) incurred in the course of business in the previous year, for three
assessment years including the assessment year relevant to the previous year in which such employment is
provided.
The deduction u/s 80JJAA of the Act shall be applicable even if the Company avail the benefits of the special
rate u/s 115BAA of the Act
• Section 80M of the Act: Deduction in respect of inter-corporate dividends
A new Section 80M had been inserted by the Finance Act, 2020 w.e.f. FY 2020-21 providing for deduction
from gross total income of a domestic company, of an amount equal to dividends received by such company
from another domestic company or a foreign company or a business trust to the extent it does not exceed the
amount of dividend distributed by it on or before one month prior to the date of filing its tax return as
prescribed under Section 139(1) of the Act.
Where the company receives any such dividend during a FY and also, distributes dividend to its shareholders
before the aforesaid date, as may be relevant to the said FY, it shall be entitled to the deduction under Section
80M of the Act. The deduction u/s 80M of the Act shall be applicable for the company availing the benefits
of the special rate u/s 115BAA of the Act.
Higher cost of acquisition benefit in relation to long term capital asset being shares of company referred to in
section 112A of the Act.
Surcharge on all long-term capital gains capped at 15%
The Finance Act 2022 has capped the surcharge on LTCG on sale of unlisted equity shares to 15% from
erstwhile graded surcharge up to 37%.
143Surcharge on personal income capped at 25% for individuals opting concessional tax regime under section
115BAC
The Finance Act 2024 has capped surcharge on total income of individual assessee’s opting for concessional
tax regime under section 115BAC to 25% (instead of earlier surcharge of 37% for individuals having total
income exceeding Rs. 5 crores).
IV. Special Indirect tax benefits available to the Material Subsidiary
No Special Indirect tax benefit available.
V. Special tax benefits available to Shareholders
No Special tax benefits available.
Notes:
i. The above Statement of Tax benefits sets out the special tax benefits available to the Company, its shareholders and
the Material Subsidiary, under the tax laws mentioned above.
ii. The above Statement covers only above-mentioned tax laws benefits and does not cover any general tax benefits under
any other law.
iii. This Statement is intended only to provide general information to the investors and is neither designed nor intended to
be a substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is advised
to consult his/her own tax advisor with respect to specific tax consequences of his/her investment in the shares of the
Company.
iv. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. Our views are
based on the existing provisions of law and its interpretation, which are subject to changes from time to time. We do
not assume responsibility to update the views consequent to such changes.
v. This statement does not discuss any tax consequences under any law for the time being in force, as applicable of any
country outside India. The shareholders / investors are advised to consult their own professional advisors regarding
possible tax consequences that apply to them in any country other than India.
144SECTION IV - ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled
“Assessment of Pre-engineered buildings, structural steel and self-supported roofing industries” dated July, 2025 (the
“CRISIL Report”, and the date of the CRISIL Report, the “Report Date”) which is exclusively prepared for the purpose of the
Offer and issued by CRISIL Intelligence (“CRISIL”) and is exclusively commissioned for an agreed fee and paid for by the
Company in connection with the Offer. CRISIL was appointed pursuant to the engagement letter entered into with our Company
dated June 17, 2025. CRISIL is not related in any other manner to our Company. The data included herein includes excerpts
from the CRISIL Report and may have been re-ordered by us for the purposes of presentation. Further, the CRISIL Report was
prepared on the basis of information as of specific dates and opinions in the CRISIL Report may be based on estimates,
projections, forecasts and assumptions that may be as of such dates. CRISIL has prepared this study in an independent and
objective manner, and it has taken all reasonable care to ensure its accuracy and has further advised that it has taken due care
and caution in preparing the CRISIL Report based on the information obtained by it from sources which it considers reliable.
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 calendar year. A copy of the
CRISIL Report was made available on the website of our Company at www.mbel.in from the date of the Red Herring Prospectus
until the Bid/ Offer Closing Date. Further, the CRISIL Report is not a recommendation to invest or disinvest in any company
covered in the report. Prospective investors are advised not to unduly rely on the CRISIL Report. The views expressed in the
CRISIL Report are that of CRISIL. Industry sources and publications are also prepared based on information as of specific
dates and may no longer be current or reflect current trends. Industry sources and publications may also base their information
on estimates, projections, forecasts and assumptions that may prove to be incorrect. Accordingly, investors must rely on their
independent examination of, and should not place undue reliance on, or base their investment decision solely on this
information. Financial information used herein is based solely on the audited financials of the Company and other peers. The
recipient should not construe any of the contents in this report as advice relating to business, financial, legal, taxation or
investment matters and are advised to consult their own business, financial, legal, taxation, and other advisors concerning the
transaction. Industry sources and publications generally state that the information contained therein has been obtained from
sources generally believed to be reliable, but that their accuracy, completeness and underlying assumptions are not guaranteed
and their reliability cannot be assured. For more information and risks in relation to commissioned reports, see “Risk Factors
– Certain sections of this Prospectus contain information from the CRISIL Report which we commissioned and purchased and
any reliance on such information for making an investment decision in the Offer is subject to inherent risks” on page 67. Also
see, “Certain Conventions, Presentation of Financial, Industry and Market Data – Industry and Market Data” on page 15.
1. Global macroeconomic assessment
1.1 Global GDP outlook
Global GDP is estimated to grow 2.8% in calendar year 2025 and 3.0% in 2026 amid moderating inflation and steady
growth in key economies
As per the April 2025 update of the International Monetary Fund (IMF), global gross domestic product (GDP) is projected to
grow at 2.8% in calendar year 2025 and 3.0% in 2026. The growth is expected to be propelled by the emerging and developing
economies, with regional differences on account of global economic tensions.
The economy showed signs of stabilisation through much of 2024 after a prolonged and challenging period of unprecedented
shocks. Inflation declined gradually from multidecade highs towards central bank targets and labour markets normalised, with
unemployment and vacancy rates returning to pre-pandemic levels. Overall, growth has hovered around 3% in the past few
years.
The escalation in trade tensions and policy uncertainty are, however, expected to have a significant impact on global economic
activity.
145Global GDP trend and outlook (CY18-26P, $ trillion)
(In $ trillion)
120 8.0%
6.6%
100 5.0%
3.7% 2.9% 3.6% 3.5% 3.3% 2.8% 3.0%
80 2.0%
60 -1.0%
-2.7%
40 -4.0%
20 -7.0%
84 87 85 90 93 97 100 103 106
0 -10.0%
8 9 0 1 2 3 E E P
1 1 2 2 2 2 4 5 6
Y Y Y Y Y Y 2 2 2
C C C C C C Y Y Y
C C C
GDP ($ trillion) GDP growth (%)
Note: E: Estimated, P: Projection
Source: IMF economic database, Crisil Intelligence
India among fastest-growing major economies
India became the fourth largest in the world in fiscal 2025 as per IMF April 2025 estimates and has grown at a faster growth
rate compared to top key economies. Additionally, India’s expanding economy along with growing per capita income, could
positively impact the consumer purchasing power, which in turn will influence the demand for discretionary spends like
entertainment, leisure, tourism, etc.
United States: For the United States, growth is projected to decrease in 2025 to 1.8%, 1% lower than the rate for 2024 as a
result of greater policy uncertainty, trade tensions, and a softer demand outlook, given slower-than-anticipated consumption
growth. Tariffs are also expected to weigh on growth in 2026, which is projected at 1.7% amid moderate private consumption.
Euro area: The euro area is expected to grow at a slightly slower pace of 0.8% in 2025, before picking up at 1.2% in 2026.
Rising uncertainty and tariffs are expected to be the key drivers of subdued growth in 2025, whereas stronger consumption on
the back of rising real wages and a projected fiscal easing in Germany are expected to support the uptick in 2026.
For advanced economies, growth under the reference forecast is projected to drop from an estimated 1.8% in 2024 to 1.4
percent in 2025 and 1.5 percent in 2026. The forecasts for 2025 include significant downward revisions for Canada, Japan, the
United Kingdom, and the United States and an upward revision for Spain.
Emerging market and developing economies: For emerging market and developing economies, growth is projected to drop
to 3.7% in 2025 and 3.9% in 2026, following an estimated 4.3% in 2024.
Real GDP growth comparison between India and advanced and emerging economies
Real GDP growth (Annual percent change) 2019 2020 2021 2022 2023 2024 2025 2026P
Advanced economies 1.9 -4.0 6.0 2.9 1.7 1.8 1.4 1.5
Canada 1.9 -5.0 6.0 4.2 1.5 1.5 1.4 1.6
China 6.1 2.3 8.6 3.1 5.4 5.0 4.0 4.0
Emerging market and developing economies 3.7 -1.7 7.0 4.1 4.7 4.3 3.7 3.9
Euro area 1.6 -6.0 6.3 3.5 0.4 0.9 0.8 1.2
India* 3.9 -5.8 9.7 7.6 9.2 6.5 6.5** 6.3
United Kingdom 1.6 -10.3 8.6 4.8 0.4 1.1 1.1 1.4
United States 2.6 -2.2 6.1 2.5 2.9 2.8 1.8 1.7
World 2.9 -2.7 6.6 3.6 3.5 3.3 2.8 3.0
Notes: P- projected
* Historical numbers for India are for financial year from April to March (2020 is FY21 and so on) and as per MoSPI.
**2025 Projection is as per the Crisil forecast for FY26, 2026 projection is as per IMF
Source: IMF economic database, MoSPI, Crisil Intelligence
146Per capita GDP of emerging market and developing economies faster than the global average
Between CY19 and CY24, global per capita GDP clocked a CAGR of 3.8% and advanced economies GDP per capita growth
was at 3.8%, according to the IMF. Meanwhile, India witnessed a higher per capita GDP compared to global levels with CAGR
of 5.8%, the US, China and UK registered growth of 5.5%, 5.2% and 4.3% respectively during the same period.
GDP per capita, current prices (U.S. dollars per capita)- CY basis
Regions 2019 2020 2021 2022 2023 2024E 2025E 2026P CAGR
(2019-24)
Australia 54,320 53,163 64,251 65,574 64,652 66,248 64,547 66,277 4.1%
Canada 46,431 43,573 52,912 56,358 54,376 54,473 53,558 56,141 3.2%
China 10,334 10,696 12,878 12,968 12,961 13,313 13,687 14,534 5.2%
Eurozone (Euro area) 39,310 38,244 43,057 41,672 45,298 46,823 47,857 49,519 3.6%
India 2,050 1,916 2,250 2,361 2,547 2,711 2,878 3,136 5.8%
United Kingdom 42,713 40,231 46,731 46,234 49,213 52,648 54,949 57,387 4.3%
United States 65,561 64,454 71,232 77,801 82,254 85,812 89,105 92,097 5.5%
Advanced economies 48,585 47,603 53,109 54,045 56,668 58,626 60,321 62,572 3.8%
Emerging market and 5,447 5,178 6,035 6,398 6,506 6,710 6,803 7,105 4.3%
developing economies
World 11,554 11,147 12,610 13,030 13,474 13,933 14,213 14,742 3.8%
Notes: P – projected
Source: IMF, Crisil Intelligence
1.2 Overview of investments
Global FDI likely to remain slightly weak and uncertain in 2025
Global foreign direct investment (FDI) declined by 11% in 2024, when excluding financial flows through European conduit
economies. Including these flows, total FDI was estimated at $1.5 trillion, a 4% increase from 2023. The number of greenfield
project announcements increased, but the total value declined by 5%, showing a cautious approach by investors. International
project finance activity slowed, with the number of deals falling 27%, affected by tighter financing conditions and changes in
interest rate expectations. Cross-border mergers and acquisitions increased by 14% in value, reflecting some improvement in
deal-making activity.
FDI flows to developing countries remained stable overall, though outcomes varied by region. Flows increased in Africa by
75%, and rose in ASEAN, South Asia (including India), and Central America. Flows declined in East Asia and South America.
Around 75% of total FDI in developing countries was received by ten economies, showing a concentration of investment flows.
The outlook for FDI in 2025 is shaped by high levels of economic and policy uncertainty. Factors such as inflation, interest
rates, supply chain changes, and geopolitical risks will influence investment decisions. FDI flows may increase in the United
States and some parts of the European Union due to domestic policy and growth expectations. Countries located near large
markets or involved in global production networks, such as those in ASEAN, Eastern Europe, West Asia, and North Africa,
may receive more FDI linked to changes in global supply chains.
Global investment trends, 2024 vs 2023
FDI Cross-border M&As Green field projects International project finance
Decreased by ~ 11% by value Increased by 14% by value Increased by 3% in number Decreased by 27% in number
Note:
Source: UNCTAD, Crisil Intelligence
FDI in developed economies
Transactions by multinational enterprises (MNEs) in conduit economies continue to affect FDI flows in developed countries.
Excluding conduit economies, FDI in Europe fell by 58%. In the European Union, flows declined in 15 of the 27 member
States. The largest economies and FDI recipients all experienced lower inflows, with Germany down by 89%, Italy by 24%,
and Spain and France 35% and 20%, respectively. In contrast, FDI rose 23% in North America, with a 20% increase in the
United States caused mostly by higher M&A values and large-scale investment in high-tech and clean energy sectors. Cross-
border M&A activity, which typically accounts for a large share of FDI in developed countries, rose by 36% to $418 billion,
largely due to a doubling of M&A sales values in the United States. The number of greenfield project announcements in
147developed economies rose by 2%, with approximately 234 more projects than in 2023. The overall value of greenfield projects
(projected capital expenditures) in developed economies rose by 11%, with higher average values driven to a large extent by
megaprojects in semiconductors and digital infrastructure. FDI in developing economies.
In 2024, developing economies accounted for 57% of global FDI inflows. Total FDI to developing countries remained stable
at $867 billion. Greenfield project announcements in developing countries increased by 4% in number but declined by 19% in
value in 2024.
International project finance dropped by 27% in number following an already steep decline in 2023. Unfavorable
macroeconomic conditions have significantly impacted large-scale investments in infrastructure and energy, resulting in a
substantial decline in investment project financing in terms of values, with a 26% drop. The decline was particularly pronounced
in Asia, where IPF values plummeted by 43%. Cross-border M&A values, which predominantly affect FDI flows in developed
countries, increased by 14% to $443 billion.
FDI flows to developing Asia – by far the largest recipient region – were 3% lower in 2024 and reached $605 billion. Despite
this modest drop, the region attracted 40% of the total global inflows. The decline was driven by falls in flows to East asia,
particularly China which saw FDI decline by 29% in 2024. South-East Asia remained a key driver of foreign direct investment
(FDI) growth, with a 10% increase in inflows. Notably, countries such as Indonesia, Malaysia, Singapore, Thailand, and
Vietnam saw substantial rises, resulting in a record-high FDI of $225 billion in the ASEAN region.
Foreign direct investment- Inflows by economic grouping and region
(In $ billion)
1800
1636
1531
1600
1400
1200
1000 865 867
771
800 664
622 605
600
403 343
400 280
220 187 164
200 55 97
0
World Developed Europe North AmericaDeveloping Africa Latin America and Asia
economies economies the Caribbean
2023 2024
Source: UNCTAD, Crisil Intelligence
The value of greenfield projects remained high in 2024, second only to the record reached in 2023
Greenfield project announcements, primarily in industrial sectors, saw a moderate increase of 3% in number but a decline of
5% in value. Despite the drop, the value of greenfield projects remained high, second only to the record reached in 2023, driven
by large-scale investments in semiconductor manufacturing, data infrastructure, and AI technologies. In 2024, As a source,
developed economies announced a total of 15,152 projects, which is 234 more projects announced than in 2023.
Number of announced greenfield projects by source (2022-2024)
Region/ economies 2022 2023 2024 YoY change
(2023-24)
Developed economies 14,993 14,918 15,152 2%
Europe 9,259 9,667 9,786 1%
North America 4,409 3,660 3,699 1%
Other developed economies 1,325 1,591 1,667 5%
Developing economies 3,125 3,892 4,204 8%
Africa 232 286 252 -12%
Asia 2,531 3,308 3,639 10%
Latin America and the Caribbean 361 295 312 6%
Oceania 1 3 1 -67%
148Region/ economies 2022 2023 2024 YoY change
(2023-24)
World 18,118 18,810 19,356 3%
Source: UNCTAD, Crisil Intelligence
2. Macroeconomic assessment of India
2.1 GDP outlook
India GDP logged 6.1% CAGR between FY12 and FY25
India’s GDP grew at 6.1% compounded annual growth rate (CAGR) between FY12 and FY25 to Rs. 188 trillion in FY25 from
Rs. 87 trillion in FY12. During this period, the surge in the non-agricultural economy has driven growth. The government’s
investment push, along with easing input cost pressures for industry, has also played a major role in shoring up growth.
However, services have been slowing owing to waning pent-up demand (post the pandemic), with the exception of financial,
real estate and professional services, which have powered ahead on the back of a robust growth in banking and real estate
sectors.
Additionally, according to Provisional Estimates (PE) of FY25, India's GDP is projected to have grown at 6.5% in FY25, a
moderation from the 9.2% growth recorded in FY24. Despite this deacceleration, growth remains close to the pre-pandemic
decadal average of 6.6 % between FY11- 20, enabling India to retain its position as the fastest growing major economy.
Moving forward, Crisil projects GDP growth to remain steady at 6.5% in FY26, despite potential headwinds arising from
geopolitical developments and global trade uncertainties, including tariff actions by the United States. Factors expected to
support growth includes easing food inflation, tax incentives announced in the Union Budget 2025-26, and lower borrowing
cost, all of which are expected to boost discretionary consumption. However, India's Current Account Deficit (CAD) is
projected to widen slightly in FY26, driven by challenges in exports amid subdued global demand and trade tensions.
Nonetheless, a strong service trade surplus and continued growth in remittances are expected to mitigate the extent of the
widening CAD.In the medium term (fiscals 2025-2031), Crisil expects India’s GDP to grow 6.7% per year, with capital
investments playing a dominant role and a bigger push from efficiency gains.
India real GDP growth at constant prices (new series)
(In Rs trillion) (In %)
250 15.0%
200 9.7% 9.2% 10.0%
6.4% 7.4% 8.0% 8.3% 6.8% 6.5% 7.6% 6.5% 6.5%
150 5.5% 5.0%
3.9%
7
3
100 1 0.0%
50 -5.0%
5 4 3 1 0 5 -5.8% 0 2 7 8 0
7 2 8 0 1 2 3 4 4 5 6 7 8 0
8 9 9 1 1 1 1 1 1 1 1 1 1 2
0 -10.0%
2 1 Y F 3 1 Y F 4 1 Y F 5 1 Y F 6 1 Y F 7 1 Y F 8 1 Y F 9 1 Y F 0 2 Y F 1 2 Y F 2 2 Y F 3 2 Y FE F 4 2 Y FE R F E P 5 2 P 6 2 Y
Y F
F
GDP at constant prices (FY12) in Rs. trillion y-o-y GDP growth rate
Note: FE: Final Estimates, FRE: First Revised Estimates, PE: Provisional Estimates, P: Projected
These values are reported by the government under various stages of estimates
Only actuals and estimates of GDP are provided in the bar graph
Source: Provisional Estimates of annual GDP for 2024-25, Ministry of Statistics and Program Implementation (MoSPI), Crisil Intelligence
India’s economy to grow 6.5% in fiscal 2026, pace to sustain till fiscal 2031
Crisil expects India’s GDP to grow at 6.5% this fiscal, same as estimated for fiscal 2025, driven by a relatively balanced set of
domestic drivers. However, the ongoing & trade-related uncertainties pose some downside risks the forecast. India’s economic
growth rate is normalising towards its medium-term trend and, in fiscal 2026, will be supported by factors such as lower food
inflation, lower borrowing costs & higher disposable income of the middle class.
Over fiscal 2025 to 2031, Crisil expects the pace of GDP growth to sustain, averaging 6.7%, thereby making India the third-
largest economy in the world.
149A large part of this growth will be because of capital investments. Within this space, the share of private sector in capital
investments is expected to increase as the government continues to focus on fiscal consolidation. The manufacturing and service
sectors are expected to grow at 9.0% and 6.8% CAGR, respectively, over the period, with the service sector remaining the
dominant growth driver, thereby contributing to ∼55.0% share in GDP by fiscal 2031 vs. ∼20.0% share in the case of the
manufacturing sector.
That said, the manufacturing sector is expected to grow at a faster pace between fiscals 2025-2031 vs. years between fiscal
2011 and 2020. Over the next seven years, as global growth is expected to be relatively tepid and the trade environment
restrictive, domestic demand will play an important role in supporting the growth of the manufacturing sector.
Nominal GDP recorded 11.1 % CAGR between FY12 and FY25
India’s nominal GDP logged ~11.1 CAGR between fiscals 2012 and 2025 to reach INR 331 trillion from INR 87 trillion. For
fiscal 2025, it grew ~9.8%, slower than 12% in fiscal 2024.
India nominal GDP growth at current prices (new series)
350 20.0%
18.9%
331
300
301 15.0%
13.8% 14.0%
250 13.0%
11.8% 12.0%
200
11.0%
10.5%
11.0%10.6%
236 269 9.8% 10.0%
199
189
6.4%
150 171
5.0%
154
138
100 112 125 201
87 99 0.0%
50 -1.2%
0 -5.0%
2 3 4 5 6 7 8 9 0 1 2 3 E E
1 1 1 1 1 1 1 1 2 2 2 2 R P
Y F Y F Y F Y F Y F Y F Y F Y F Y F Y F Y F Y F F
4
5
2
2 Y
Y F
F
GDP ($ trillion) GDP growth (%)
Notes: FRE –First revised estimates, PE – provisional estimates
Source: Press Information Bureau of India (PIB), MoSPI, Crisil Intelligence
Per capita net national income of India further improved in FY25
India’s per capita income, a broad indicator of living standards, rose from INR 63,462 in FY12 to INR 114,710 in FY25, logging
4.8% CAGR. Growth was led by better job opportunities, propped up by overall GDP growth. Moreover, population growth
remained stable at ~1% CAGR.
Per capita net national income at constant prices
FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23FE FY24 FY25
FRE PE
Per- 63,462 65,538 68,572 72,805 77,659 83,003 87,586 92,133 94,420 86,034 94,054 100,163 108,786 114,710
capita
NNI
(INR)
Y-o-Y 3.3% 4.6% 6.2% 6.7% 6.9% 5.5% 5.2% 2.5% -8.9% 9.3% 6.5% 8.6% 5.4%
growth
(%)
FE: Final Estimates, FRE: First Revised Estimates, PE: Provisional Estimates
Source: Provisional Estimates of annual GDP for 2024-25, MoSPI, Crisil Intelligence
1502.2 Demographic factors support India’s growth
India is the largest economy in terms of population
India’s population is estimated to have grown to ~1.4 billion in calendar year 2023, according to World Population Prospects
2024, compared with 1.1 billion in calendar year 2000, clocking an ~1.3% CAGR.
India’s urban population has also been increasing over the years. The trend is expected to continue as economic growth
increases. The country’s urban population is projected to reach nearly 40% of the total population by calendar year 2030 from
36% in calendar year 2023, according to a UN report on urbanisation, as people from rural areas move to cities for better job
opportunities, education and quality of life. Typically, migration can be of the entire family or a few individuals (generally an
earning member or students).
Furthermore, the proportion of population aged 25-49 years as a percentage of total population stood at 37% in calendar year
2023 and is projected to increase to ~38% in calendar year 2030, indicating a strong potential for disposable income.
Additionally, the young population aged below 25 years is projected to be 39% of the total population by calendar year 2030,
contributing to economic growth.
India’s population trajectory Indian population by age group
(In billion) CAGR (2023-30):0.8% 4.1% 5.3%
CAGR (2000-23):1.3%
1.5 15.9%
1.4 17.7%
1.4
1.2
1.1
37.1%
60% 38.3%
65% 64%
69%
72%
17.9%
16.2%
40%
31% 35% 36% 25.1% 22.4%
28%
2000 2010 2020 2023P 2030P CY 2023 CY 2030P
Rural Urban
0-14 15-24 25-49 50-69 70+
Note: P: Projected
Source: World Urbanization Prospects: The 2018 Revision United Nations Department of Economic and Social Affairs, World Population Prospects 2024,
Crisil Intelligence
Private final consumption expenditure to maintain dominant share in India’s GDP
Private final consumption expenditure (PFCE) has been the largest component of India’s GDP historically. The PFCE CAGR
growth of approximately 6.1% has been in line with India’s GDP CAGR growth of 6.1% from FY2012 to FY2025 and was
valued at Rs 106.2 trillion in FY25 compared to Rs 49.1 trillion in FY12.
Growth was led by healthy monsoon, wage revisions due to the implementation of the Central Pay Commission’s (CPC)
recommendations, benign interest rates, growing middle age population, low inflation and improving demand from rural India.
As of FY25PE, PFCE is estimated to have increased to Rs. 106.2 trillion, registering a y-o-y growth of 6.1% and forming
~56.5% of India’s GDP.
151PFCE at constant prices
Rs. billion
120.0 59%
58.1% 58.1% 58%
100.0
57.1% 57%
56.7% 56.8%
56.5%
80.0 56.2% 56.2% 56.2% 56.1% 56.1% 56.1% 56.1% 56%
55.8%
55%
60.0
54%
40.0 53%
52%
20.0
2
1
.9
8
.1
6
.5
1
.9
8
.3
0
.9
3
.3
5
.8
6
.2
2
.8
3
.7
8
.3
1
.9
.6
0
51%
4 5 5 5 6 6 7 7 8 7 8 9 9 1
0.0 50%
2 3 4 5 6 7 8 9 0 1 2 E E E
1 1 1 1 1 1 1 1 2 2 2 F R P
Y Y Y Y Y Y Y Y Y Y Y 3 F 5
F F F F F F F F F F F 2 4 2
Y 2 Y
F Y F
F
PFCE (INR billion) % share in GDP
Note: FE: Final Estimates; FRE: First Revised Estimates; PE: Provisional Estimates;
Source: Provisional Estimates of GDP for 2024-25, MoSPI, Crisil Intelligence
2.3 Gross value added (GVA)
Healthy growth of gross value added in fiscal 2025 in line with GDP growth
As of FY25 GVA has reached to INR 171.9 trillion, up from INR 161.5 trillion in FY24, registering a y-o-y growth of ~6.4%.
Financial, Real Estate & Professional Services had the highest contribution to GVA at ~23.8%, whereas construction GVA had
the registered the annual growth at ~9.4%.
GVA at constant prices
INR trillion FY12 FY19 FY20 FY21 FY22 FY23FE FY24FRE FY25PE Share in Annual
GVA growth in
FY25 FY25
Agriculture, forestry 15.0 18.8 19.9 20.7 21.7 23.1 23.7 24.8 14.4% 4.6%
and fishing
Mining and 2.6 3.3 3.2 2.9 3.1 3.2 3.3 3.4 2.0% 2.7%
quarrying
Manufacturing 14.1 23.3 22.6 23.3 25.6 25.2 28.3 29.5 17.2% 4.5%
Electricity, gas, 1.9 2.9 3.0 2.9 3.2 3.5 3.8 4.1 2.4% 5.9%
water supply &
other utility services
Construction 7.8 10.3 10.4 10.0 11.9 13.0 14.4 15.7 9.1% 9.4%
Trade, Hotels, 14.1 25.4 26.9 21.5 24.8 27.9 29.9 31.8 18.5% 6.1%
Transport,
Communication &
Services related to
Broadcasting
Financial, Real 15.3 27.1 29.0 29.5 31.2 34.6 38.1 40.9 23.8% 7.2%
Estate &
Professional
Services
Public 10.3 16.3 17.3 16.0 17.2 18.4 20.0 21.8 12.7% 8.9%
Administration,
Defence & Other
Services
Total GVA at 81.1 127.3 132.4 126.9 138.8 148.8 161.5 171.9 100% 6.4%
constant prices
RE – revised estimate, PE- provisional estimates, FE- Final Estimates, FRE- First Revised Estimates
152Source: MoSPI, Crisil Intelligence
Construction sector’s share in overall GVA estimated to have risen further in fiscal 2025
Construction GVA is a critical indicator of economic activity since it represents the value generated by the construction sector,
which includes activities related to building infrastructure, real estate and other construction projects.
In India, construction GVA increased to Rs 15.7 trillion in fiscal 2025PE from Rs 7.8 trillion in fiscal 2012, which was 5.6%
CAGR. Several factors contributed to the growth, including economic expansion, the government's commitment to
infrastructure development, particularly roads, railways and energy projects, and increase in foreign direct investment, which
boosted private sector investment. Furthermore, increasing demand for affordable housing, driven by rising urbanisation and
an expanding middle-class population, has also played a significant role in elevating construction GVA. However, in fiscal
2021, the country’s GVA was under pressure amid challenges heaped by the pandemic. In fiscal 2022, though, the share of
construction GVA in the overall GVA rebounded to 8.6%, increasing further to 8.8% in fiscal 2023. As per the revised estimates
for fiscal 2024, construction GVA was Rs 14.4 trillion, thereby contributing to 8.9% in overall GVA.
Construction GVA
Rs trillion
CAGR (FY12-25) 5.6%
18.0 12.0%
16.0 9.6%
9.1% 8.8% 8.6% 8.6% 8.8% 8.9% 9.1% 10.0%
14.0 8.2% 8.1% 8.0% 8.1% 7.9% 7.8%
12.0 8.0%
10.0
6.0%
8.0
6.0 4.0%
4.0
2.0%
2.0
7.8 7.8 8.0 8.4 8.7 9.2 9.6 10.3 10.4 10.0 11.9 13.0 14.4 15.7
0.0 0.0%
FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
RE PE
Construction GVA (Rs trillion) Share of construction in total GVA
RE – revised estimate, PE – provisional estimates
Source: MoSPI, Crisil Intelligence
Manufacturing IIP increased to 152.5 in FY25
The manufacturing sector is a significant contributor to the country’s overall industrial growth, with 78% weightage in the
overall IIP as of FY25.
The Index of Industrial Production (IIP) for manufacturing rose to 152.5 in FY25 from 104.8 in FY13 driven by an acceleration
in output growth in manufacturing especially in manufacturing of base metals and manufacturing of pharmaceuticals, medicinal
chemicals and botanical products.
153Manufacturing IIP (FY13 to FY25) Weight of manufacturing in IIP (FY25)
8.0%
14.4%
8 6 7 9 0 6 5 6 2 0 1 7 5
.4 .8 .2 .5 .1 .6 .1 .9 .7 .1 .7 .4 .2
0 0 1 1 2 2 3 2 1 3 3 4 5 77.6%
1 1 1 1 1 1 1 1 1 1 1 1 1
3 4 5 6 7 8 9 0 1 2 3 4 5
1 1 1 1 1 1 1 2 2 2 2 2 2
-2 -3 -4 -5 -6 -7 -8 -9 -0 -1 -2 -3 -4
1 1 1 1 1 1 1 1 2 2 2 2 2 Mining Manufacturing Electricity
0 0 0 0 0 0 0 0 0 0 0 0 0
2 2 2 2 2 2 2 2 2 2 2 2 2
Source: MoSPI, Crisil Intelligence
India’s manufacturing value added as a % of GDP has potential to increase further
In calendar year 2023, India's manufacturing value added, expressed as a percentage of the country's GDP, stood at 12.8%.
India flared better than countries UK (8.4%). However, India’s manufacturing value as percentage of GDP was lower than the
world average of 15.3%, suggesting scope for further improvement in expanding manufacturing industries in India.
Manufacturing value added as a percentage of GDP
Country CY2018 CY2019 CY2020 CY2021 CY2022 CY2023
Bangladesh 20.8 21.2 20.6 21.2 21.8 22.3
Brazil 10.5 10.3 10.7 11.9 13.1 13.3
China 27.8 26.8 26.3 27.5 27.1 26.2
India 14.9 13.5 14.1 14.4 13.1 12.8
Malaysia 21.5 21.4 22.2 23.4 23.4 23.0
South Asia 14.9 14.1 14.5 14.8 14.1 13.8
United Kingdom 9.0 8.8 9.0 8.7 8.4 8.5
United States 11.3 11.0 10.5 10.6 N.A. N.A.
World 16.4 16.0 16.0 16.5 15.8 15.3
Source: World Bank, Crisil Intelligence
Increased infrastructure spending by the government, coupled with increase in the industrial capex driven by sectors like metal,
pharmaceutical, oil and gas, emerging sectors, etc. is expected to have favourable effect on the manufacturing sector in India.
This boost in manufacturing sector in India, will also indirectly increase the demand the pre-engineered buildings in the country.
India’s GFCF as percentage of GDP remains robust in fiscal 2023
Gross fixed capital formation (GFCF) measures the level of investment in creating physical assets and infrastructure, which is
crucial to fostering economic growth and development. As of CY2023, India’s GFCF as a percentage of GDP was 33.51%,
higher than the global average of 25.95%.
154GFCF as a percentage of GDP (CY23)
(in %)
50.0%
41.3%
40.0%
33.5%
30.4% 29.3%
30.0% 26.0%
21.4%
20.0% 17.6% 16.5%
10.0%
0.0%
China India Vietnam Indonesia World United United Brazil
States Kingdom
Note: *India’s GFCF as a percentage of GDP for fiscal 2024, according to provisional estimates of the MoSPI, has been considered for the above chart.
According to the World Bank, India’s GFCF as a percentage of GDP stood at 30.8% in fiscal 2024. GFCF includes land improvements (fences, ditches, drains,
and so on), plant, machinery equipment purchases, along with construction of roads and railways. It also includes the construction of schools, offices, hospitals,
private residential dwellings and commercial and industrial buildings.
Source: World Bank, Crisil Intelligence
This is a sharp reversal from fiscals 2020 and 2021, when the GFCF had fallen to 31.6% and 31.2% of GDP, respectively, as
investments in physical assets were impacted by disruptions in supply chains and business operations owing to the pandemic.
It, however, recovered to 33.4% of GDP in fiscal 2022 and 33.6% of GDP in fiscal 2023, attributed to factors such as easing of
pandemic-related restrictions, the government's focus on infrastructure development, economic reforms and increase in
urbanisation, which boosted demand for affordable housing. As per the provisional estimates for fiscal 2025, GFCF as % of
India’s GDP to remain at 33.7%.
GFCF as % of India’s GDP (fiscal 2012 to 2025)
35.0% 34.3% 34.1%
33.4% 33.6% 33.5% 33.7%
34.0%
32.6% 32.4%
33.0%
31.6%
32.0% 31.1% 31.1% 31.2%
30.7% 30.8%
31.0%
30.0%
29.0%
28.0%
FY12 FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
FE FRE PE
Note: FE: Final Estimates; FRE: First Revised Estimates; PE: Private Estimates;
Source: Provisional Estimates of Annual GDP for 2024-25, MoSPI, Crisil Intelligence
The rise in fiscal 2022 was largely because of dwellings, other buildings and structures, which had a significant ~55% weightage
in GFCF. Key factors contributing to the vertical’s dominant share were economic growth, government's commitment to
infrastructure development, particularly roads, railways, energy projects and increase in FDI, which boosted private sector
investment. Further, a growing middle class and increasing urbanisation boosted the demand for housing and commercial
properties, thereby stimulating investment in the construction sector, also aided GFCF.
According to provisional estimates for fiscal 2025, GFCF further increased to Rs 63.3 trillion, on-year growth of 5.9%.
155GFCF trend in India
(Rs Trillion)
70 63.3
59.2
60 54.4
50.1 11%
50 45.4 45.9 11%
42.7
40.8 11%
40 31.5 32.0 32.8 34.9 37.9 11% 11% 11% 12% 34% 35%
30.0 13% 37%
30 7% 9% 11% 9% 11% 40% 40% 38% 38%
37%
35% 35% 33% 34% 36%
20
55% 55%
10 58% 55% 55% 57% 53% 51% 50% 49% 51% 50% 52%
0
Dwellings, other buildings & structures
Machinery and equipment
Cultivated biological resources & IP Products
FE: Final estimates, FRE: First revised estimates, PE: Provisional estimates
Source: MoSPI, Crisil Intelligence
India steel consumption is expected to rise on investments in infrastructure
Finished steel consumption grew from 91 million tonne (MT) in fiscal 2018 to 152 MT in fiscal 2025 owing to robust demand
from allied sectors and the government's capital spending drive. However, demand had declined in fiscal 2021 to 95 MT from
100 MT in fiscal 2020 following the onset of the pandemic.
The government's initiatives, such as Make in India, Smart Cities Mission, Production Linked Incentive (PLI) and Pradhan
Mantri Awas Yojana, have supported steel demand during the period.
Finished steel (alloy/stainless + non-alloy) consumption in India
(mn tonne)
160 152
136
120
120
106
99 100
95
91
80
40
0
FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25*
Note :P Provisional*
Source: Ministry of Steel annual report, Joint Plant Committee (JPC), Crisil Intelligence
156However, India has considerable scope to enhance steel usage across various sectors. As of 2024, the country’s annual per
capita apparent steel consumption was 102.6 kg per annum vs. the world’s average of 214.7 kg.
Apparent steel use (kg) per capita in 2024
(kg per capita)
700
601.1
600
500
419
388.5
400
312.7
283.2
300 260.4
214.7
177.1
200
118.4 119.3 102.6
100
0
China Japan Italy Germany Asia United World France United Brazil India
States Kingdom
Source: World Steel Association, Crisil Intelligence
Construction occupies dominant position in steel
Steel demand from building and infrastructure
World average India
50-60%
60-70%
Note: World average is for calendar year 2024 and includes demand from other transport, corresponding number for India is of fiscal year 2024
Source: World Steel Association, Ministry of Steel Annual report FY25, Crisil Intelligence
In India, steel demand from the building, construction and infrastructure sectors constituted 60-70% of the total domestic steel
demand in fiscal 2025. This is ahead of with the overall global consumption patterns, where building and construction (including
other transport) accounted for 50-60% of the total steel demand in CY2024.
Steel inflation cooled down further in fiscal 2025
Factors like muted global demand, geopolitical issues, cheaper imports and better realisations in the domestic market helped in
further price correction in Financial Years 2025. This price correction in steel had been a favourable development for suppliers
in the pre-engineered building (PEB) sector, given that steel constitutes a significant input cost for PEB construction.
157Trend in mild steel prices –long and flat products
160.0 147.5 152.4 154.8 160.0
142.4
140.0 150.0
152.5 151.4 137.3
139.4
114.9 114.6
120.0 140.0
107.1
103.7 101.9 101.7 100.3
100.0 87.8 87.4 123.4 130.0
121.8
119.8
80.0 113.9 114.9 120.0
112.5 111.6
109.7
106.9
60.0 110.0
40.0 100.0
FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
Mild steel WPI Inflation
Source: Office of Economic Advisor, Crisil Intelligence
2.4 Major government initiatives to boost infrastructure in India
Growth driver Description
National Infrastructure The National Infrastructure pipeline (NIP) aims to improve project preparation and attract investments in
Pipeline (NIP) infrastructure. It has positively impacted the construction industry through a projected infrastructure investment
of around Rs 111 trillion over FY20-25, to build robust infrastructure and boost the economy by increasing
employment opportunities and enhancing living standards. The sectors like energy, roads, urban infrastructure,
railways have a major share in the NIP.
NIP was launched with 6,835 projects and has expanded to capture over 9,288 projects in calendar year 2023
with a total project outlay of Rs 108.9 trillion between 2020-2025. Transport (42%), energy (25%), water &
sanitation (15%) and social infrastructure (3%) sectors amount to around 85% of the projected infrastructure
investments under NIP.
National Monetisation Union Minister for Finance and Corporate Affairs launched the asset monetisation pipeline of Central ministries
Pipeline (NMP) and public sector entities: 'National Monetisation Pipeline (NMP Volumes 1 & 2)'. NITI Aayog has developed
the pipeline, in consultation with infrastructure line ministries, based on the mandate for 'Asset Monetisation'
under Union Budget 2021-22. NMP estimates aggregate monetisation potential of Rs 6.0 trillion through core
assets of the Central Government, over a four-year period, from FY22-25. The estimated value corresponds to
~14% of the proposed outlay for Centre under NIP (Rs 43 trillion). The top 5 sectors (by estimated value) capture
~83% of the aggregate pipeline value. These top 5 sectors include: Roads (27%) followed by Railways (25%),
Power (15%), oil & gas pipelines (8%) and Telecom (6%).
PM Gati Shakti PM Gati Shakti is essentially a digital platform that has brought together 16 ministries, including railways and
roadways, for integrated planning and coordinated implementation of infrastructure connectivity projects. The
multi-modal connectivity will provide integrated and seamless connectivity for movement of people, goods and
services from one mode of transport to another. It will facilitate last mile connectivity of infrastructure as well as
reduce travel time. PM Gati Shakti incorporates the infrastructure schemes of various ministries and state
governments, such as Bharatmala, Sagarmala, inland waterways, dry/land ports, UDAN, etc. Economic zones
such as textile clusters, pharmaceutical clusters, defence corridors, electronic parks, industrial corridors, fishing
clusters and agri zones are covered as well to make Indian businesses more competitive.
PLI scheme The PLI scheme was introduced by the Indian government to boost domestic manufacturing, attract investments,
and enhance exports by offering incentives. With an outlay of Rs 1.97 trillion (over US$24 billion), the PLI
Schemes focus on 14 critical sectors to enhance the country’s manufacturing prowess, foster technological
advancements, and elevate India’s position in global markets. These sectors are aligned with the government's
goal of strengthening domestic production and expanding exports, contributing to the broader vision of
Atmanirbhar Bharat.
The purpose of the PLI Schemes is to attract investments in key sectors and cutting-edge technology; ensure
efficiency and bring economies of size and scale in the manufacturing sector and make Indian companies and
manufacturers globally competitive. These schemes have the potential of significantly boosting production,
increase manufacturing activities and contribute to economic growth over the next five years or so. As of August
2024, actual investments totalling Rs 1.5 trillion have been realized. These investments have already led to a
158Growth driver Description
boost in production and sales, amounting to Rs 12.5 trillion, while directly and indirectly generating
approximately 9.5 lakh jobs.
Bharatmala Pariyojana Bharatmala Pariyojana is an umbrella project of the central government since 2015, that aims to improve
efficiency in the roads sector. It is expected to supersede the National Highways Development Project (NHDP)
and envisages the construction of 65,000 km of highways under the following categories: national corridor (north-
south, east-west, and golden quadrilateral), economic corridor, inter-corridor roads, and feeder roads. As per the
ministry, Bharatmala, along with the schemes currently undertaken, could require a total outlay of Rs 6.9 trillion.
Phase-I of the scheme envisages development of about 24,800 km length of national highways/roads, plus
residual 10,000 km of NHDP between FY18-22. Awarding under Bharatmala has begun from FY18 and Crisil
expects it will stretch till FY25 for Phase 1
Source: Budget documents, Crisil Intelligence
Government’s infra push to boost manufacturing sector
The trade war between the US and China since 2018 and the disruption in global supply chains during the pandemic, due to
supply concentration in few countries such as China, forced the West to look for other manufacturing destinations such as India,
Vietnam, Malaysia and Mexico. Vietnam, Taiwan and Malaysia have benefitted by this more than India due to their integration
with global supply chains.
Nonetheless, India is also a suitable option for manufacturing as it offers several advantages such as a large local market, young
working population group, expanding middle class and cheaper labour.
To integrate further with global supply chains (mainly the US), India has to improve on two parameters: trade cost reduction
and investment facilitation. On the cost front, India has ramped up its logistical efficiency over the past decade. The country
has risen the ranks from no. 54 in a list of 139 countries in 2014 to 38 in 2023, thanks to the government’s investments in trade-
related soft and hard infrastructure.
Investment facilitation includes measures to increase and stabilise foreign investments in the country. In this context, schemes
such as the PLI, increase in FDI limit under Atmanirbhar Bharat Abhiyan, etc facilitate high quality foreign investments by
creating a market-linked incentive structure for firms.
In the medium term, India’s value chain integration with the West would target areas such as renewables and high-end
technology such as artificial intelligence, semiconductors and next-generation telecommunications. These areas have been
included in agreements such as the Australia-India free trade agreement (FTA) and US-India Clean Energy Partnership. Trade
contours in these areas have already begun to take shape. For instance, looking at the harmonised system (HS) codes for green
technology (such as solar water heaters, waste recycling machines and wind turbines), India’s exports to the US have risen by
$1 billion since 2018. Major US and European renewables manufacturers such as First Solar, Vesta and Scatec have begun
operations in India to seize the green transition opportunity.
India’s Ease of Doing Business ranking improves
Systematic and targeted efforts to reduce the number of processes and rationalise costs have improved India’s rank to 63 in
Doing Business Report 2020 (published in October 2019) from 142 in Doing Business Report 2015 (published in October
2014). The key facilitators were decrease in the number of procedures and time taken for obtaining construction permits in
India (184 in 2014 to 27 in 2019) and shorter duration to get electricity connection (137 in 2014 to 22 in 2019).
Consequently, India improved its rank by 79 positions over 2014-2019, and it continues to be first among South Asian countries
compared with 6th position in 2014.
159India’s ranking in World Bank’s Ease of Doing Business
(Rank)
160
142
130 130
140
120
100
100
77
80 63
60
40
20
0
2014 2015 2016 2017 2018 2019
Source: World Bank, PIB, Crisil Intelligence
2.5 Construction sector
Construction among top 10 sectors to attract Foreign Direct Investment
The construction sector is a vital component of the Indian economy, with a significant multiplier effect on the country's growth.
The government's efforts to promote ease of doing business have led to an increase in Foreign Direct Investment (FDI) inflows
in the sector. As a result, FDI has played a crucial role in the development of the construction industry in India, with the sector
attracting significant investments from foreign investors.
The Indian government's decision to allow 100% FDI in the construction development sector under the automatic route in 2005
has been a key factor in attracting foreign investment. The sector has seen significant FDI inflows, with total FDI in the
construction segment reaching a peak of INR 582 billion in FY21. Notably, the total FDI in the construction segment has
accounted for around 5-10% of the total FDI inflow into the country.
FDI inflow in construction (infrastructure) sector of India
Rs billions
13.2%
700.0 14.0%
600.0 12.0%
9.5%
500.0 10.0%
400.0 8.0%
6.1%
5.5%
5.1%
300.0 4.5% 6.0%
4.1%
3.7%
200.0 4.0%
100.0 2.0%
175.7 159.3 145.1 582.4 241.8 135.9 350.8 189.6
0.0 0.0%
FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
Construction FDI inflow Share of construction sector in total FDI inflow
Source: DPIIT, Crisil Intelligence
Budgetary capex for infrastructure ministries is Rs 10.7 trillion, up 11.6% from fiscal 2025
The budgetary capex for infrastructure ministries is Rs 10.7 trillion, up 11.6% from fiscal 2025RE. This increase aligns with
the government’s emphasis on infrastructure development, as seen in the rising budget allocations aimed at achieving the goals
outlined in the National Infrastructure Pipeline (NIP).
160The key announcements for infrastructure section in the Budget for fiscal 2026 are as follows:
The budgetary capex for infrastructure ministries is Rs 10.7 trillion, up 11.6% from 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 trillion is proposed for 50-year interest-free loans as capex
and incentives for reforms
In the second phase of the asset monetisation plan, the government aims to generate Rs 10 trillion with a pipeline of assets to
be monetised between fiscals 2025 and 2030
Budget allocation for infrastructure sector
Rs trillion FY24 FY25RE FY26BE
Budgetary allocation for infrastructure ministries 8.5 9.5 10.7
Note: RE- Revised estimates, BE-Budgeted estimates
Source: Budget documents, Crisil Intelligence
The construction sector can be broadly classified into building, industrial/manufacturing and infrastructure construction.
Overview of construction sector
Construction industry
Industrial/ Infrastructure
manufacturing construction Building construction
construction
Source: Crisil Intelligence
Investments in construction sector
Capital expenditure in construction rose 7% on-year to Rs 12.7 trillion in fiscal 2025, led by the infrastructure segment. This
rise is in keeping with the government’s focus on infrastructure, which led to higher capex allocations in the central and state
budgets to create the infrastructure outlined in the NIP.
The construction sector is projected to grow at 6-8% in fiscal 2026 and the infrastructure segment is set to have a major
contribution to this rise, given the increase in investments by central and state governments, and the pace of roll-out of initiatives
such as the NIP, NMP and Gati Shakti. This push from the infrastructure segment is likely to be stay over the medium to long
term. Private investments are expected to play a crucial role in sustaining the growth trajectory.
Overall, Crisil estimates cumulative construction investments of ~Rs 51 trillion over fiscals 2021-25 and this is expected to
increase to Rs ~75-80 trillion over fiscals 2026-30.
Share of infrastructure segment is estimated to increase further
Infrastructure investments are seen growing faster than the other two sectors
due to the government’s push through the NIP, NMP and the Gati Shakti
initiatives. Construction investments in this sector are expected to be ~Rs 50-
55 trillion between fiscals 2026 and 2030, up from Rs 34 trillion between
fiscals 2021 and 2025.
Infrastructure
The share of infrastructure projects is expected to stabilise in the ~67-70%
range in five years (fiscals 2025-30). The central government’s focus on
FY21-25: Rs 34 trillion roads, urban infrastructure and railways will boost infrastructure investments.
Projected growth: 1.5x-1.7x Roads, railways, irrigation and power sectors will continue to drive the bulk
FY26-30P: 50-55 trillion of these investments.
161Crisil Intelligence estimates the building and construction sector to grow at
4-6% in fiscal 2025. The real estate segment is likely to see a demand
slowdown, along with a rise in inventory in key cities. The increase in
execution of deferred projects and government schemes such as the PMAY
Building
is expected to provide strong support to the sector.
Over fiscals 2026-30, the sector is expected to rise to Rs 18-19 trillion from
FY21-25: Rs 13 trillion
Rs 13 trillion in the period between fiscals 2021 and 2025.
Projected growth: 1.4x-1.5x
FY26-30P: 18-19 trillion
Construction spends in fiscal 2026 likely to rise 3-4% with help from oil and
gas, and metals. Fiscal 2025 had a high base anyway because of deferred
investments from fiscals 2021 and 2022, and a rise in capex investments from
the PLI scheme.
Based on an analysis of eight key sectors, Crisil Intelligence estimates
Industrial
construction investment in the industrial sector at Rs 4-5 trillion over fiscals
2026-30, compared with Rs 4 trillion spends in fiscals 2021-25. The rise in
FY21-25: Rs 4 trillion investment is projected due to the inclusion of the PLI scheme in the capex
Projected growth: 1.0x-1.2x investments of the industrial sector. Crisil have only considered 3 capex-
FY26-30P: 4.0-5.0 trillion
intensive sectors in case of PLI scheme, viz., auto and auto components,
textiles and specialty steel for inclusion in our estimates.
Note: A - Actual, P – Projected
Infrastructure vertical includes warehouse
Building construction includes residential, commercial and non-commercial verticals
Source: Crisil Intelligence
Warehouses
Warehouses refer to storage facilities where the goods are stored until they are dispatched to the customers/end-user. The time
lag between production and consumption of goods necessitates to have warehouses for temporary storage of goods. For
instance, certain goods are produced only during a particular season but consumed throughout the year. Similarly, certain goods
are produced throughout the year but demanded only during a particular season. Thus, warehouses play an important role in
maintaining the quality of the product and minimize wide fluctuations in the price of goods.
Additionally, value-added activities such as packaging, sorting, grading, kitting, bar coding, reverse logistics etc. can be carried
out at the warehouse. Modern warehouses equipped with latest IT systems can also track inventory, order management,
product data management, storage management etc.
Furthermore, CRISIL’s analysis indicates that the implementation of the Goods and Services Tax (GST) led to consolidation
of the warehousing sector largely driven by the consumer durables and fast-moving consumer goods (FMCG) industries. Post
GST, companies were realigning their supply chains for market efficiencies and not tax efficiencies anymore. Large format,
technology enabled warehouses are preferred by corporates leading to multi-user spaces with cost and scale efficiencies for
Third Party Logistics (3PL) players who also provide value-added services.
GST triggered consolidation of fragmented warehousing operations into fewer and larger warehouses. Advancements in
technology, particularly automation are pushing up need for end-to-end logistics services. As a result, the Indian warehousing
segment is witnessing a favourable structural shift with a rise in demand for modern warehousing. 3PL and e-commerce players
have gained significant share in occupied stock over the past 5 years, and they are expected to drive future growth in the
organised warehousing sector, which would contribute to the demand of pre-engineered steel structures.
Construction spends in warehouse segment to increase between FY25-29
Crisil projects construction investments in the warehousing (agricultural and industrial) and cold-storage (single- and multi-
commodity) sectors to rise to Rs 460-500 billion over the FY25-29 on expectations of increased demand. Industrial warehousing
is likely to account for 85-90% of total investments. Investments in the sector of multipurpose cold storages are expected to
rise due to their faster return on investment compared to single-commodity storages. The multipurpose facilities offer the
advantage of accommodating various types of perishable goods simultaneously, ensuring a better capacity utilization, thereby
making it a more economically viable option.
Over the long term, the annual demand for Grade A and B warehouses in top eight Indian cities is expected to log 11-16%
CAGR between FY25-29. The annual supply is also expected to rise at the same rate.
162Construction investments warehousing and cold storage
600
Rs 460-500 billion
500 ~1.6-
400
Rs 270-310 billion
300
200
100
0
FY20-24 FY25-29P
Note: The numbers in the above chart represents cumulative investments for the specific period
Source: Crisil Intelligence
Overall, pursuant to the change of the indirect tax regime, there is a huge demand for warehouses. Additionally, the entry of
several retail giants in India and increased penetration of e-commerce players is expected to lead the demand for Grade A
warehousing infrastructure and upgradation of old-style warehousing into Grade A modern warehousing in India, which would
contribute to the demand of pre-engineered steel structures.
Furthermore, Crisil Intelligence also expects the warehousing industry to evolve structurally over the long term – led by
automation and investment in technology and reduced dependence on labour. Most end-user industries are also expected to
automate their supply chains and warehouse management services.
Warehousing project cost
Warehouse cost breakup
The warehousing project cost comprises of land, construction, and
storage solution costs. Land cost, which comprises the share of 27%
Land cost
in the overall cost, differs significantly from one location to another
20%
on account of the demand-supply scenario, infrastructure quality and
connectivity via different modes of transport in a particular location.
Whereas, construction cost, which accounts for the highest share of
more than 50%, is relatively similar across locations.
Construction Storage solutions
cost, 53% cost, 27%
Source: Industry interaction, Crisil Intelligence
Within construction costs, the cost of setting up a warehouse depends largely on the type of warehouse, i.e., pre-engineered
building (PEB) or reinforced cement concrete (RCC) structure. The primary difference is the construction of roof which
includes roofing and top frame cost. In RCC, cement as well as steel rods are used in conventional buildings, whereas steel
structures are used in PEB, which gives them higher clear height, larger clear span and faster construction timelines. Considering
the complete life cycle of a warehouse, PEB is more economical than an RCC building largely on account of extensive usage
of steel which requires less maintenance and has scrap value. Also, the longevity of steel roofs is high, and they are not prone
to leakages, while RCC roofs require significant labour and time for execution.
163Construction cost components breakup
PEB cost breakup RCC cost breakup
4%4% 4%4%
4% 23% 5% 26%
7%
10%
9%
11%
12% 19% 15%
11%
18% 14%
Foundation BBM/Side sheeting Top frame Roofing
Purlin Plinth beam Foundation BBM/Side sheeting
Column Flooring Column Purlin
Top frame Roofing Plastering Plinth beam
Plastering Flooring
Source: Industry interaction, Crisil Intelligence
3PL segment estimated to be the largest driver of industrial warehousing demand in FY25
Robust demand is anticipated from third-party logistics (3PL) providers, particularly in sectors such as electronics, white goods,
retail, and fast-moving consumer goods (FMCG). These sectors are leveraging 3PL services to optimise inventory management
and reduce costs. Overall, the annual demand in warehousing, driven by e-commerce, Q-commerce and 3PL end-use sectors,
is expected to contribute significantly, accounting for 55-60% of the overall demand.
PEB warehouses along with hub and spoke model gained prominence post GST implementation
The warehousing industry in India is fragmented with unorganised players occupying a majority share in volume terms. They
have smaller reinforced cement concrete (RCC) warehouses with small shelves, build small warehouses and have an asset heavy
strategy. Typically, they do not provide value-added services such as packaging, labelling, inventory management, etc.
In the pre-GST scenario, players used to prefer setting up warehouses in every state to save on inter-state taxes.
But in the past 4-5 years, the industry has started gaining traction due to implementation of GST; many large players have
started investing in huge, modernised warehouses which are PEB structures. This was on account of end-user industries moving
towards a hub-and-spoke model as the need to establish warehouses in each states diminished. Larger PEB warehouses of
1,00,000-2,00,000 sq. ft are being set up as hub warehouses and smaller warehouses of 20,000-30,000 sq. ft. which would serve
as the key ‘spoke’ warehouses.
Realignment towards the hub-and-spoke model is expected to result in major business opportunities for organised 3PL players
operating large-sized warehouses in key geographies. These players not only provide huge modernised PEB storage but also
warehouses equipped with racking and storage solutions, forklifts and reach trucks, and value-added services. The 3PL players
also have an asset light model. They take warehouses on lease from warehousing developers which, in turn, acquire the land
and construct.
164Other smaller hubs are emerging largely due to e-commerce led demand
Ambala-Rajpura
Jaipur, Vadodara and
Indore
Guwahati, Lucknow,
Siliguri, Bhubaneshwar
Coimbatore, Vizag and
Kochi
Source: Crisil Intelligence
Multiple smaller hubs are emerging largely due to increased demand from end use segments like ecommerce. Additionally,
increased consumption from non-metro cities, demand for same day delivery, as well as lower land and operational costs in
non-metro cities are serving as major growth drivers for the smaller hubs.
3. Assessment of structural steel industry
3.1 Overview of structural steel industry
Structural steel is a high-grade variety of the metal with applications in various end-use industries, including power and
construction. In construction, use of structural steel not only helps in speeding up the construction, but it also helps in increasing
the durability and structural stability of the building. Steel’s high strength to weight ratio allows for lighter, more efficient
structures, thereby increasing the load bearing capacity of buildings in cost efficient manner due to reduced material costs.
Additionally, structural steel can also be fabricated into various forms and shapes which offers flexibility in construction.
Structural steel can be broadly classified into rolled and fabricated. Rolled steel, which dominates the structural steel space, is
cast in continuous moulds without any joints/ breakages. It can be further classified into channels, beams and angels depending
on the mould and end usage. Fabricated steel includes components that are created through cutting or bending of continuous
steel to achieve tailored shapes and sizes; it can be bifurcated into channels and beams. Compared with rolled steel, the
fabricated variety offers more flexibility in shapes and sizes. However, it is to be noted that the fabricated process is more time
consuming and expensive than rolled due to additional labour involved for customisation.
Breakdown of structural steel
Angles
Rolled Channels
Beams
Structural Steel
Channels
Fabricated
Beams
Source: Crisil Intelligence
165Additionally, based on project requirement, channels and beams can be segregated based on their shapes, like I-beams, C-
beams, etc. Depending on the requirements of the project, structural steel can either form the main component of the building
or can be used only as a reinforcement agent in the form of beans, frames, bars, etc.
The use of structural steel in the construction industry is popular due to the inherent benefits such as strength, good ductility,
sustainability, etc. Using structural steel in conjunction with reinforced concrete (RCC) or on a standalone basis strengthens the
building without increasing the cost much. Furthermore, use of steel in construction is more environmentally friendly than RCC
because of recyclability. However, steel can also make the structure susceptible to corrosion/rust. Hence, structural steel is
usually coated/treated with certain chemicals through processes such as galvanisation to make it corrosion resistant.
Rolled steel is preferred in the residential segment because of higher strength, while commercial set-ups use hollow section
pipes because of aesthetics and better strength. Fabricated steel is also finding more acceptability, owing to higher design
flexibility with customised sizes in the infrastructure segment. Hence, increased government investments in infrastructure
segments (roads, railways, etc) also positively contributed to the demand for structural steel.
3.2 Market size of structural steel industry
Global demand for finished steel products expected to recover in 2025
Demand for finished steel products was 1,767 million tonne in 2023 vs 1,783 million tonne in 2022. The decline in the demand
was because of weakening investment and offtake of steel in most sectors and regions amid a weakening economic environment
globally. The situation continued into 2023, particularly in the EU and the US.
In 2024, global demand of finished steel products was estimated at ~1,750 million tonne as the manufacturing sector continued
to grapple with headwinds such as declining household purchasing power, aggressive monetary tightening in key economies
and escalating geopolitical uncertainties. The ongoing weakness in housing construction, owing to tight financing conditions
and high raw material costs, further contributed to the sluggish demand for steel.
However, in 2025, a broad-based global recovery, excluding China, is projected, which will see global steel demand reach
1,745-1,795 million tonne. Demand in China is expected to remain under strain, owing to ongoing weakness in the property
sector; but sustained investment in other infrastructure sectors and support from allied industries is filling the gap. In other key
steel markets such as the US, demand is also being closely monitored due to uncertainty with regard to key infrastructure
investments. The MENA and ASEAN regions, though, are expected to maintain the growth momentum, as was the case in
2024.
Global demand for finished steel products
(million tonne)
1,900
1,850
1,800 1,783
1,767 1,745-1,795
1,750
1,750
1,700
1,650
1,600
2022 2023 2024E 2025P
E – estimated; P – projected
Source: World Steel Association, Crisil Intelligence
South Korea, Taiwan, China among the countries with highest per capita apparent steel use
South Korea, Taiwan and China were top three countries in terms of per capita apparent steel use in 2024 with 924 kg, 746 kg
and 601 kg respectively. However, in terms of per capita apparent steel use CAGR, Venezuela, India and Türkiye were among
the high growth countries with CAGR (2020-24) of 28.8%, 12.5% and 6.1% respectively.
166Apparent steel use per capita (kg/ capita)
Country/ Region 2020 2021 2022 2023 2024 CAGR (2020-24)
Africa 27 28 25 25 25 -1.5%
Argentina 80 111 112 109 73 -2.1%
Asia 311 305 297 294 283 -2.3%
Brazil 101 123 109 111 119 4.4%
Canada 363 399 347 332 329 -2.4%
China 708 669 650 635 601 -4.0%
France 189 214 183 174 177 -1.7%
Germany 376 426 390 340 313 -4.5%
India 64 76 82 93 103 12.5%
Italy 341 447 423 399 389 3.3%
Japan 420 461 444 433 419 -0.1%
Middle East 177 188 187 193 197 2.7%
Netherlands 238 270 279 250 255 1.8%
North America 201 239 228 227 221 2.4%
South America 82 106 94 94 96 3.9%
South Korea 949 1081 990 1013 924 -0.7%
Spain 247 274 263 266 284 3.6%
Taiwan, China 789 886 741 727 746 -1.4%
Türkiye 350 394 381 443 444 6.1%
United Kingdom 125 143 123 114 118 -1.3%
United States 238 288 279 266 261 2.3%
World 228 233 223 221 215 -1.5%
Source: World Steel Association, Crisil Intelligence
Domestic structural steel market clocked ~12% CAGR over fiscals 2019-2025
The domestic structural steel market is estimated to have expanded to Rs 1,009 billion in fiscal 2025 from Rs 504 billion in
fiscal 2019, at a CAGR of 12%.
Growth drivers include robust infrastructure projects by the government, increasing manufacturing/industrialising construction
capex and a developing construction sector. Additionally, the disparity between the growth rates of structural steel market on
the basis of value and volume suggests that the market has been more influenced by the increase in prices.
Between fiscals 2025 and 2030, the market is projected to grow at a CAGR of 11-12%. Demand for structural steel will be
driven by sustained construction activities (residential, commercial and industrial) along with healthy demand from the
automotive and power segments. In the residential building segment, investments will be driven mainly by affordable housing,
PMAY, smart cities, rising disposable incomes, nuclearisation of families and urbanisation. Additionally, pent-up demand from
the automotive industry, which prefers fabricated structural steel due to its customisable nature, is also expected to contribute
to the overall demand of structural steel in India.
Furthermore, structural steel has multiple applications in the power segment in transmission towers and substations because of
durability and low thermal conductivity. It is also being used in the renewable sector (equipment manufacturing). Hence,
increasing capacity additions in the power segment will augment overall industry growth.
167Estimated market size of domestic structural steel market
(Rs billion)
2,000
CAGR 11-12%
1,700-1,750
FY25 to FY30
1,600 CAGR 12%
FY19 to FY25
1,200
1,009
916
821
800 638
504
460 439
400
0
FY19 FY20 FY21 FY22 FY23 FY24 FY25E FY30P
Note: E - estimated, P - projected
Source: Crisil Intelligence
India’s share in global finished steel products consumption increased between 2014-24
India’s consumption of finished steel products accounted for 8.5% of global consumption in 2024, up from 4.4% in 2014. On
the other hand, the share of the European Union, Japan and North America in global finished steel product consumption
decreased in 2024 over 2014. However, India still trails China, which accounted for 49.2% of finished steel product
consumption in 2024 vs 45.8% in 2014, suggesting scope for improvement.
Apparent steel use (finished steel products) by geography
2014 2024
North America,
North America, 7.7%
China,
Russia*, 3.7% China,
45.8% Russia*, 3.4%
49.2%
Other Europe,
Other Europe,
EU (27), EU (27),
8.9% 7.5%
Others,
Others,
Other Asia,
Other Asia,
Japan, India, India,
Japan,
4.4% 4.9% 8.5%
2.9%
Note: *Russia and other CIS+ Ukraine
Others comprise Africa, Middle east, South America, and Australia and New Zealand
Source: World Steel Association, Crisil Intelligence
3.3 Key growth drivers of structural steel
Key growth drivers Description
Growing acceptance in As mentioned above, due to its inherent benefits, structural steel is finding growing acceptance in construction.
construction In 2024, building and infrastructure (including other infrastructure) accounted for 50-60% of the total steel
consumption in the world. The demand of steel in construction is further fuelled by increasing urbanisation and
a growing preference for eco-friendly options
168Key growth drivers Description
Increasing penetration of PEBs are gaining more prominence in the construction industry due to benefits including reduced project
PEB timelines and limited potential revenue loss due to shortened project times. This trend will directly provide an
impetus to the demand for structural steel, which is a major component of PEB
Faster construction Structural steel allows for faster construction timelines due to faster assembly and installation of steel
timelines components. Additionally, steel components are usually fabricated in factory under controlled environment,
which also allows for simultaneous work at construction site. This in turn allows for optimized construction
schedules
Growing infrastructure Structural steel demand is driven primarily by infrastructure and industrial segments, which are major end use
investments sectors of structural steel. Within infrastructure, roads, bridges, power, etc are witnessing increasing investments
from both public and private sources. Hence, increased investments are expected to boost the overall demand
of structural steel
Increasing use in Industrial segment is one of the primary end use segments of structural steel, which wide range of applications
industrial segments including towers, industrial rooftops, and within oil and gas sector. Based on an analysis of eight key sectors,
Crisil Intelligence estimates construction investment in the industrial sector at INR 4-5 trillion over fiscals 2026-
30, compared with INR 4 trillion spends in fiscals in fiscals 2021-25. The rise in investment is projected due to
inclusion of the PLI scheme in the capex investments of the industrial sector. Crisil have only considered 3
capex-intensive sectors in case of PLI scheme, viz., auto and auto components, textiles and specialty steel for
inclusion in our estimates. This rise in industrial construction investments is estimated to provide boost to
structural steel segment as well.
Availability of advanced The advancement of technological tools is also catalysing adoption of structural steel in construction through
technological tools precise modelling and visualisation. Use of technologies such as augmented reality (AR)/virtual reality (VR)
has also streamlined design, coordination, and optimisation processes, ensuring precise and efficient steel
structures. Furthermore, automation in fabrication, including computer numerical control (CNC) machinery also
enhances production speed, quality, and cost-effectiveness
Increasing demand from Structural steel plays an important role in the renewable energy space and is used in equipment like solar panels,
the power segment wind turbines, geothermal pipes etc. Hence, ongoing shift to more sustainable sources of energy due to
increasing awareness of adverse environmental effects of energy generation through fossil fuels will also
contribute to higher demand for structural steel, which is a convenient option for equipment manufacturing.
India's installed generation capacity, which stood at 356 GW at the end of fiscal 2019 reached 475 GW in fiscal
2025 on the back of healthy renewable capacity additions (including solar, wind, hybrid, and other renewable
sources). In fiscal 2026, renewables are expected to account for 35-40% of the installed capacity, up from 22%
in fiscal 2019, whereas coal-based capacity is expected to have tapered to 40-45% over the same period from
55% in fiscal 2019. Moving forward, renewable capacity is expected to surpass the 360 GW mark in fiscal 2030
on the back of strong renewable capacity additions over fiscals 2026-30. By fiscal 2030, RE capacity is expected
to account for 45-50% of the installed capacity of 745-755 GW. These capacity additions will require substantial
capex in development of needed infrastructure
Source: Crisil Intelligence
3.4 Key challenges in the structural steel market
Challenges Description
Shortage of skilled Structural steel fabrication industry highly depends on the skill sets of welders, fabricators and engineers and
labour supply shortage of skilled labours possess significant challenges in the operations of steel fabrication.
Fluctuations in input Raw material prices directly impact the profitability of structural steel suppliers. While price trends of coking
prices coal and iron ore, two of the main raw materials for steel, have been diverging since July 2021 (balancing each
other to an extent), they remain key risks for the industry
Source: Crisil Intelligence
4. Assessment of the pre-engineered building industry
As discussed, the construction sector can be classified into building construction, industrial/manufacturing, and infrastructure
construction. Furthermore, the construction industry can be further categorised into conventional and non-conventional methods
based on the type of construction method/structure. Non-conventional structure can be further divided into:
• Pre-cast: These structures are manufactured/produced in factories out of concrete components. Once cast, these
components are transported to the construction site and assembled, creating the final building
• Prefabricated: In this case, entire structures or modules are manufactured in the factory, including all necessary
components and finishes and then transported to the site as completely built units or in semi-knocked-down form,
where it is directly installed without the need for further onsite assembly (e.g., guard rooms).
• Pre-engineered buildings: These steel structures are fabricated in the factories in a controlled environment and
transported to the construction site where the final assembly takes place
169Overview of the construction industry
Source: Crisil Intelligence
4.1 Overview of pre-engineered products and their applications
Pre-engineered construction has emerged as an innovative building method due to rapid growth of automation in the
construction industry. Furthermore, shortage of skilled labour, combined with the inherent advantages of these structures in
terms of speed, cost-effectiveness, and environmental impact, is significantly propelling their popularity in the construction
sector.
Pre-engineered structures/units are more eco-friendly than traditionally constructed ones and provide common benefits such as
reduced material wastage, enhanced quality control, and improved onsite safety. The controlled manufacturing process
minimises material wastage, promoting sustainable building practices, while rigorous quality control ensures consistent and
durable structures.
Overview of Pre-engineered steel building
Source: Crisil Intelligence
Key components/sub-structures of pre-engineered buildings:
• Main frame or primary structure: This frame is the main load-carrying and support structure of a pre-engineered
building made of rigid steel frames. The primary structure consists of columns, rafters, and other supporting structures.
170
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bolting the end plates of connecting sections together
• Secondary structure: It consists of purlins, grits, and eave struts used to support the wall and roof panels. Purlins are
employed on the roof, grits on walls, and eave struts at the intersection of the sidewall and roof
• Roof, wall panels, and insulation: These components are used for sheeting and generally made of ribbed steel sheets.
They are used as roof and wall sheeting, roof and wall liners, partition, and soft sheeting. Steel sheets are generally
produced from steel coils
Pre-engineered buildings industry segmentation by end user
Source: Crisil Intelligence
Pre-engineered construction is gaining popularity in the commercial, infrastructure, and industrial landscape, such as in the
automobile, cement, paper sectors, offices, aircraft hangers, warehouses and logistics, and data centres. Use of pre-engineered
constructed units enables companies to accelerate the construction process in a cost-effective manner without compromising
on quality. In fact, the absence of external uncontrollable factors such as adverse weather in pre-engineered construction ensures
better quality control through standardised operations and streamlined processes.
Pre-engineering is reshaping the realm of building construction by decreasing the overall construction duration for commercial
complexes, hospitals, office buildings, high-rise buildings, and so on, without compromising on construction quality. Pre-
engineered structures are also used extensively in the institutional and recreational field to construct schools, exhibition halls,
hospitals, theatres, auditoriums, gymnasiums, and indoor sports facilities.
Difference between RCC and pre-engineered construction
Parameter Traditional RCC construction Pre-engineered construction
Major component Concrete and reinforced steel bars Steel and metal accessories
Raw materials used Cement, steel, sand, bricks, etc Steel, anchors, channels, etc
The primary structure of PEBs consists of columns, rafters, and
other supporting structures, whereas the secondary structure
consists of purlins, grits, eave struts, etc. Additionally, wall
panels, roofs, etc are also used for sheeting and insulation
purpose.
Construction Completely onsite The entire structure is manufactured in controlled environments
location such as factories, only assembling of structures happens onsite.
171Parameter Traditional RCC construction Pre-engineered construction
The foundation in pre-engineered buildings is similar to RCC
construction but its requirements may vary depending on the
weight of pre-engineered structures
Construction time It depends largely on the type (industrial, In pre-engineered building construction, a majority of
residential, etc), height and area of construction. components are manufactured in a controlled environment and
However, RCC construction usually takes a only assembling of parts takes place onsite.
longer time than pre-engineered building According to industry sources, construction of pre-engineered
construction buildings takes 40-50% less time than RCC construction
Manpower Demands a substantial workforce since the entire Requires less manpower as only assembling of the final structure
construction process, including moulding and happens onsite.
shaping concrete, occurs onsite According to industry sources, manpower required for
construction of pre-engineered buildings is approximately 25%
lower than the conventional method
Applications Residential as well as industrial; even Largely industrial and warehouse or shed requirements at
infrastructural infrastructure setup
Effect on RCC construction has a more adverse Owing to the streamlined nature of construction in a controlled
environment environmental impact owing to the generation of environment, the environmental footprint is reduced by
significant waste and landfill mass during onsite minimising wastage. Additionally, pre-engineered building
construction activities components can be recycled, which optimises the use of raw
materials and minimises construction waste
Modifications Once concrete hardens, making alterations Pre-engineered offers superior flexibility as modifications involve
becomes complex and costly in RCC structures changing the assembly of prefabricated components, adjusting to
make it more manageable and cost-effective
Cost efficiency Construction of RCC structures is highly labour- Pre-engineered structures are lighter and require less material, a
intensive in an uncontrolled environment, shorter construction time, and comparatively less labour onsite,
making them more costly than pre-engineered leading to lower costs compared with RCC structures.
building structures. But the cost depends on the size and type of the structure, the span,
But the cost depends on the size and type of the etc, and varies from project to project
structure, the span, etc, and varies from project to
project
Source: Crisil Intelligence
Construction plan for pre-engineered buildings
Similar to the construction plan for RCC structures, the pre-engineered building construction plan is also structured into three
primary phases, though the activities scheduled in each of the three phases—design, fabrication, and installation—differ. The
initial design phase encompasses critical tasks such as site preparation, finalising the design specifications, and obtaining the
requisite approvals.
The design phase is the first phase of overall PEB construction and is extremely critical to the overall outcome of the PEB
building. It is followed by the fabrication phase, which focuses on manufacturing of pre-engineered structures as well as
construction of substructures that not only enhance cost efficiency but also accelerate project timelines significantly. Hence,
this simultaneous approach contributes to substantial savings in terms of both time and resources. Finally, the concluding phase
of pre-engineered building construction involves the transport of individual building components to the designated construction
site, where the final structure is installed with precision.
Design plan of pre-engineered construction
Phase I Phase II Phase III
Design phase Fabrication phase Installation phase
Conceptualization & design phase
Manufacturing/ Fabrication
Substructure construction
Installation
Source: Crisil Intelligence
1724.2 Advantages of PEBs over traditional construction
1. Better quality control
Traditional construction methods rely heavily on skilled workers for onsite assembly and intricate tasks, the current shortage
of such labour poses challenges to timely and efficient project completion.
Hence, pre-engineered construction offers a viable solution as a majority of the construction is done in controlled factory
environments, reducing the need for onsite labour. Moreover, companies can achieve economies of scale through improved
manufacturing processes, further boosting growth of the pre-engineered construction industry, enabling faster component
production, and ensuring greater accuracy and consistency in final structures.
2. More sustainable
As considerable parts of the structures are built offsite in the case of pre-engineered construction, it causes less disturbance to
the construction site’s surroundings. Furthermore, factories and manufacturing plants enable standardisation of processes and
streamlining of procedures, which help reduce wastage and the carbon footprint that directly impact the environment.
Additionally, as discussed, pre-engineered building components can be recycled, as steel is the major raw material of PEB. This
allows optimized use of raw materials and minimises construction waste.
This optimized use of raw materials helps in decreasing the overall carbon footprint of compared to traditional conventional
construction methods. Additionally, energy optimizing solutions like HVAC (Heating, ventilation, and air conditioning),
insultation, etc. which can further reduce the overall carbon footprint of the building.
3. Faster construction timelines
Pre-engineered construction accelerates project timelines without compromising on deliverable quality. As it involves
components being first manufactured in factories/manufacturing plants, this method enables simultaneous preparation of the
foundation at the construction site, which helps in accelerating project timelines. According to industry sources, construction
of pre-engineered buildings takes 40-50% less time than RCC construction.
Construction schedule: RCC vs pre-engineered buildings
Source: Crisil Intelligence
4. Cost optimisation
Use of PEBs in construction enables cost optimisation by decreasing overhead site costs, including labour costs. Furthermore,
as pre-engineered structures are manufactured within factories/manufacturing plants, they enable standardisation of processes,
which ensures good quality of structures. Additionally, they also prevent project delays stemming from external factors such as
adverse weather.
As per primary research, the cost of a pre-engineered steel building is estimated to be at times 15-35% lower than conventional
structures for sheds, warehouses, and depots or at times 20-25% more expensive than a traditionally constructed building
depending on the building’s design and usage requirements.
173
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C onstruction of pre-engineered
buildings takes 40 -50% less tim e
than R C C construction.4.3 Key selection criteria for pre-engineered building suppliers
Brand Design Prior Pricing Manufacturing Project management Pan India
capability experience capacity expertise presence
Source: Crisil Intelligence
Brand
Having a reputed brand name is a key success factor for pre-engineered building suppliers as companies prefer brands for
ensuring reliability and quality of raw materials. Furthermore, established brands are also known to adhere to industry standards
and codes, ensuring that product quality remains consistent.
Additionally, choosing a reputed brand instils confidence in the project's key stakeholders and reduces the risks associated with
dealing with lesser-known suppliers in the unorganised sector. Furthermore, established players invest in research and
development and modern technology, resulting in better product quality due to more efficient processes. This, in turn,
guarantees that clients receive a high level of quality in their pre-engineered projects. Therefore, opting for a well-known brand
name is not just a preference but a practical necessity to ensure the success and quality of pre-engineered projects.
Design capability
Companies prefer pre-engineered building suppliers who have established design/architecture teams and design capabilities as
these factors directly influence the functionality and the aesthetics of the building. Suppliers with expertise in architectural and
structural design can optimise the building's layout, ensuring efficient space utilisation and seamless integration of various
components.
Additionally, the importance of an experienced design team becomes more pronounced in pre-engineered building projects
compared with traditional construction projects such as RCC as these projects demand greater coordination among various
stakeholders and precise planning and execution from the start to ensure seamless integration of pre-engineered components.
Hence, the emphasis on design capability remains a crucial factor in the decision-making process for companies engaged in
pre-engineered projects.
Prior experience
Even though adoption of pre-engineered buildings is increasing due to inherent benefits such as cost savings and a lower
environmental impact, the market is still in a nascent stage in India. Hence, companies prefer pre-engineered building suppliers
with a proven track record to ensure their projects are completed on time. Furthermore, having prior experience also helps in
gaining confidence of key project stakeholders as more experience translates into better knowledge of building codes, industry
regulations and terrain requirements. Additionally, experienced suppliers often have well-established networks with other
stakeholders such as erectors to ensure smooth coordination during the project lifecycle.
Pricing
The fragmented structure of the pre-engineered building industry grants customers significant bargaining power. Hence,
competitive pricing is imperative for success. However, pre-engineered building suppliers must ensure a balance between
affordability and quality, along with a transparent cost structure.
Manufacturing capacity
A robust manufacturing capability ensures timely production and delivery of building components, as the construction industry
is frequently dogged by missed project deadlines and cost overruns.
Furthermore, it also enables pre-engineered building suppliers to streamline their processes, optimise their operations and
handle multiple projects simultaneously. Additionally, the ability to handle larger volumes of pre-engineered buildings provides
them more bargaining power with suppliers of raw materials, thereby optimising costs.
Project management expertise
It is a pivotal factor in the evaluation of pre-engineered building suppliers as the construction industry is usually riddled by long
project timelines. Hence, project management expertise becomes extremely important to ensure timely completion and avoid
costs overrun as it helps in the adherence to timelines, managing budget constraints, and maintaining high-quality standards.
174For key players, the selection criteria for a PEB supplier is a stringent process, meticulously designed to ensure adherence to
safety standards and ultimate quality of the structure and ensure project timelines. The stringent criteria for selecting a PEB
supplier is further compounded by the significant switching costs and technical difficulties that prospective clients face, which
makes it difficult for customers to contemplate transitioning to an alternative supplier.
Pan India presence
A pan India presence helps in enhancing credibility for PEB suppliers. PEB suppliers with pan India presence usually have
extensive logistics network which contributes to efficiently reducing transport costs and time. Moreover, the presence of
regional offices allows for prompt, on-site support, ensuring the swift resolution of any issues or bottlenecks. Thereby,
facilitating successful completion of projects
4.4 Critical factors in the pre-engineered building industry
Success factor Description
The use of quality raw materials ensures structural integrity, compliance with relevant codes and
standards, proper safety of pre-engineered buildings and a higher life span of buildings
Furthermore, it positively influences reputation and helps gain the confidence of potential clients
Quality material
Specialised design expertise plays a pivotal role in ensuring both functionality and aesthetics of pre-
engineered buildings.
Investing in research and development enables pre-engineered building suppliers to provide better
quality products to their clients and gain competitive advantage. Furthermore, suppliers could ensure
Research and development
pre-engineered structures are customised according to the terrain, enabling them to expand their
product portfolio and gain potential clientele.
Establishing standardised processes and specifications is a critical factor for the industry as they ensure
consistency and quality across pre-engineered building structures. Having standardised products also
decreases the chances of structural failures and collapse of these structures during erection
Overall, standardisation streamlines the manufacturing process, reduces the chances of mishaps during
Standardisation
the erection process, thereby enabling suppliers to deliver reliable, cost-effective and high-quality
solutions consistently
Pre-engineered building suppliers can leverage technology through use of proper design software and
new construction technologies such as 3D printing to optimise their design process as well as accelerate
their manufacturing process. Utilising the latest technological innovations related to construction not
only helps pre-engineered building players in saving costs and time, but also helps them gain
Technology
competitive advantage
As technology continues to advance, access and knowledge of the latest technologies/software will
emerge as a key differentiator in the PEB industry, companies equipped with cutting-edge technologies
such as advanced robotics, artificial intelligence, and digital fabrication techniques will gain a
competitive edge in terms of efficiency, quality, and time
For example, integration of technologies such as CNC machines, robotic welding, and 3D modelling
software could increase the precision and pace of the fabrication process without compromising on
quality. Consequently, investment in training and development to enhance technological capabilities
will be crucial for firms seeking to maintain their market leadership and meet the growing demands
for sophisticated PEB solutions
As individual components of PEBs are manufactured in factories and then transported to the
construction site, location of manufacturing plants plays an important role in ensuring optimised
transportation costs.
Additionally, presence of manufacturing plants at diverse strategic locations also enables economic and
Location of Manufacturing
efficient delivery of PEB components to the construction sites.
plants
Prior experience of handing complex projects is paramount for success in the pre-engineered building
industry as it provides invaluable insights on streamlining operations and optimising resource
allocation, thereby facilitating smooth project execution. Additionally, having prior experience of
handling complex projects for high ticket clients also provides credibility to pre-engineered building
players
Experience of handling
complex projects
Efficient project management, along with compliance to safety measures, is a prerequisite for success
of the pre-engineered building industry. While effective project management ensures efficient planning,
budget control, and quality assurance, adherence to safety measures includes strict compliance to codes,
training programmes for workers, provision of safety equipment, regular audit of work practices at
Project management and
sites as well as promoting awareness on security norms among all key stakeholders
global safety practices
Hence, the synergy between efficient project management and stringent safety compliance is a critical
factor for the pre-engineered building industry
175Success factor Description
Qualified sales and marketing team is essential for success in the PEB industry due to the technical
nature of the industry. Deep technical knowledge and industry experience of sales and marketing team
ensures effective communication of PEB benefits and its alignment with the clients’ overall construction
requirement.
Qualified sales and Additionally, effective marketing strategies and brand positioning also helps companies in educating
marketing team potential clients and capturing market share.
Source: Crisil Intelligence
4.5 Overview of global pre-engineered buildings industry
Global PEB market to reach $32-35 billion by 2029
The global pre-engineered buildings market was valued at $20-22 billion in CY2024, compared with $15-17 billion in 2019,
thereby registering a CAGR of ~7%.
The market is expected to clock a CAGR of 9-10% over the medium term and is projected to be valued at $32-35 billion by
CY2029. This growth could be attributed to rising construction spends, increasing awareness about modern off-site construction
techniques, as well as rising demand for green buildings globally.
Global pre-engineered buildings market
($ billion)
40
CAGR 9-10%
32-35
2024-2029
30
CAGR ~ 7.0%
2019-2024
20-22
20
15-17
10
0
CY2019 CY2024E CY2029P
Note:
E: Estimated, P: Projected
Source: Allied Market Research, Crisil Intelligence
Infrastructure segment to continue to hold prominent share
In 2024, the infrastructure segment accounted for the largest share of the global pre-engineered buildings market (40%),
followed by buildings (37%) and industrial (23%). Increasing investments in public infrastructure, growing urbanisation and
rising awareness of benefits of pre-engineered construction vis-à-vis the traditional onsite model have contributed to this high
share of the infrastructure segment.
The infrastructure segment — mainstay of the global pre-engineered buildings market — is expected to drive demand for pre-
engineered buildings. Within the segment, railways and warehouses form a major share, whereas in the industrial segment,
manufacturing plants drive the majority of spend. The growing adoption of PEBs in these sectors is driven by their advantages,
such as larger clean span spaces, the durable nature of PEBs, faster construction timelines and cost optimisation.
In the buildings segment, institutional buildings such as hospitals, schools and college campuses drive the major demand. PEB
penetration in this sector is driven by faster construction timelines, the durable nature of PEBs and optimised cost savings.
Going forward, the infrastructure segment is expected to continue holding the major share of the overall PEB industry (39-
41%), followed by buildings (36.5-38.5%) and industrial (21.5-23.5%) in 2029. Overall, increasing awareness of the benefits
of PEB construction, combined with the growing emphasis on infrastructure development, is expected to drive demand for
PEBs going forward.
176PEB market by end-use industry
CY2024E CY2029P
Buildings, Infrastructure, 36.5-38.5%, 39-41%,
37% 40% Buildings Infrastructure
Industrial, 21.5-23.5%,
23% Industrial
Notes:
1. Infrastructure segment includes warehouses, railways and other related infrastructure
2. Buildings segment includes institutional infrastructure, and residential and commercial buildings, including sports and recreation
3. Industrial segment includes manufacturing plants and other related structures
E: Estimated, P: Projected
Source: Allied Market Research, Crisil Intelligence
Southeast Asia held largest market share in 2024 in global PEB industry
In 2024, Southeast Asia accounted for the largest share of the pre-engineered buildings market (29.5-31.5%), closely followed
by North America (28.5-30.5%) and Europe (15.5-17.5%). Key factors contributing to the growth of PEBs in Southeast Asia
are rapid industrialisation and urbanisation and increasing adoption of advanced construction practices. Additionally, the
tourism and e-commerce sectors are expected to boost demand for commercial and industrial structures such as warehouses,
restaurants and hotels, which will facilitate the growth of pre-engineered buildings in the region. Major factors contributing to
the growth of the pre-engineered buildings market in North America and Europe are the booming e-commerce and construction
sectors and increasing awareness of non-conventional construction methods such as PEB.
Furthermore, growing demand from the infrastructure and industrial sectors, coupled with the rising adoption of construction
technologies such as PEB, is expected to facilitate the growth of the pre-engineered buildings market in the Middle East and
Africa (MEA) and South America. The share of MEA and South America in the overall PEB industry is estimated to increase
to 4.5-6.5% and 3.5-5.5%, respectively, by 2029.
Share of key geographies in global PEB market
CY2024E CY2029P
3-5%, South America
4-6%, MEA 4.5-6.5%, 3.5-5.5%, South America
13.5-15.5%,
MEA
Others 14-16%, Others
15.5-17.5%,
Europe
15.5-
17.5%,… 27.5-29.5%, South
29.5-31.5%, South
east Asia
east Asia
28.5-30.5%, North 27.5-29.5%, North
America America
Notes:
E: Estimated, P: Projected
Source: Allied Market Research, Crisil Intelligence
177Overall, growing investments in infrastructure construction by governments, coupled with increasing awareness of PEB and its
benefits in construction, are expected to positively impact the global PEB market.
For instance, the Indian government has launched initiatives such as Smart Cities and PM Gati Shakti to develop urban
infrastructure. Similarly, the Vietnamese government has launched policies aimed at enhancing infrastructure development to
improve overall logistics. These government initiatives are expected to boost demand for PEB structures, facilitating further
market growth.
Key government schemes
Region Country/Region Schemes Description
Asia ASEAN ASEAN Infrastructure Fund The ASEAN Infrastructure Fund is a dedicated fund established
by the ASEAN member nations and ADB to address the ASEAN
region's infrastructure development needs.
The fund provides loans to finance infrastructure investment
projects in the transport, energy, water and sanitation,
environment and rural development, and social infrastructure
sectors. Examples include renewable energy plants, roads or
highways, and transmission and power grid development.
Central and Southeast Sustainable Infrastructure SIPA aims to support countries in Central and Southeast Asia
Asia Programme in Asia (SIPA) transition towards energy, transport and industry systems
aligned with the Paris Agreement and Sustainable Development
Goals.
SIPA provides countries with capacity development and policy
advice at different stages of the infrastructure investment cycle
including long-term strategic planning, project-level evaluation,
aligning national policy frameworks for energy, transport and
industry, green finance and investment, etc.
India NIP, PLI, PM Gati Shakti, The Government of India has launched multiple schemes, such
Smart Cities as NIP, PLI and PM Gati Shakti, to improve the overall
infrastructure landscape in India.
Vietnam Information and Under this plan, the Government of Vietnam aims to develop the
Communication (IC) overall information infrastructure of the country, including high-
Infrastructure Plan (2021-30) speed internet, green data centres and specialised IT parks.
Additionally, the government has launched multiple
infrastructure schemes, such as Road Network Plan, to ensure
focused investments and focus on the overall infrastructure of
the country.
MEA Kingdom of Saudi National Infrastructure Fund The fund focuses on encouraging partnership with the private
Arabia (KSA) sector through a package of valuable products and innovative
solutions that will have an impact on deepening the
infrastructure financing markets in KSA.
It targets to inject more than SAR 570 billion to boost GDP
growth, triple the share of non-oil GDP to SAR 605 billion, and
create job opportunities in KSA by 2030.
United Arab Emirates Dubai Industrial Strategy 2030, Government of UAE has launched multiple schemes like Dubai
Abu Dhabi Economic Vision Industrial Strategy 2030 to improve the overall infrastructure
2030, Plan Abu Dabi 2030 landscape and economic prospects of the company, including
reducing reliance on oil economy.
Additionally, Abu Dhabi Centre for Projects and Infrastructure
announces launch of projects worth AED 66bn across emirate in
2024. These projects will span various sectors, including
housing and quality of life, education and human capital,
tourism, and natural resources.
North US Consolidated Rail The purpose of the CRISI Program is to invest in a wide range
America Infrastructure and Safety of projects within the US to improve railroad safety, efficiency
Improvements (CRISI) Grant and reliability. This program invests in railroad infrastructure
Program projects that improve safety, support economic vitality
(including through small businesses), increase capacity and
supply-chain resilience, etc.
Canada Canada Infrastructure Program Through the Investing in Canada Infrastructure Program, the
federal government is investing more than $33 billion in public
infrastructure projects across the country.
Investments in infrastructure are being made through targeted
four funding streams of Public Transit stream, Green
Infrastructure stream, Community, Culture and Recreation
Infrastructure stream, Rural and Northern Communities
Infrastructure stream
178Region Country/Region Schemes Description
Europe Europe Trans-European transport The CEF Transport programme is the key EU funding
network (TEN-T), Connecting instrument for the development of high performing, sustainable
Europe Facilty (CEF) and interconnected Trans-European transport networks, with a
focus on the nine Core Network Corridors. It also co-finances
projects that enhance multimodality, improve infrastructure and
advance innovation and new technologies.
Under the CEF programme, EUR 25.6 billion is available for
grants from the EU’s 2021-2027 budget to co-fund Trans-
European Transport Network (TEN-T) projects in the EU
Member States.
Germany The 2030 Federal Transport Federal Government of Germany launched FTIP with the aim of
Infrastructure Plan (FTIP) achieving structural maintenance of the existing networks and
removal of bottlenecks on the major transport arteries and at
important transport hubs.
Of the plan’s total level of funding of about € 269.6 billion, about
€ 141.6 billion will be invested in the structural maintenance of
the existing networks in the period until 2030 alone. Around €
98.3 billion are earmarked for upgrading and new construction
projects.
South South America Routes for Integration Routes for Integration” initiative aims to reduce distances,
America improve logistics, facilitate connections, and increase
productivity. Constructions will include infoways, hydroways,
roadways, railways, ports, airports, and electricity transmission
lines.
The program will benefit from around R$ 50 billion (US$ 10
billion) from development banks to build a network of routes for
South American integration and development.
Columbia Intermodal Transportation In 2015, an infrastructure initiative to connect Colombia through
Master Plan (PMTI) multimodal transportation projects, commonly called the
Intermodal Transportation Master Plan (PMTI) was launched.
The initiative encompassed 100 road projects, 52 highway
projects, five railway projects, eight fluvial projects, 31 airport
projects, and various dredging projects.
Argentina - In the short term, Argentina’s administration is reportedly
focused on small-scale infrastructure projects –featuring
opportunities for local companies.
Public works priority areas include social housing, ports, roads,
rail, and waterworks. Top government priority projects include
the construction of pipelines for hydrocarbon transport, railway
modernization, and expansion of existing power transmission
lines, as well as mining sector-related logistics infrastructure.
Note: The above list is only indicative and not exhaustive
Source: Government websites, Crisil Intelligence
PEB market in USA
PEBs are being utilized in the construction sector across USA, a key region within North America that held a significant share
of 28.5-30.5% as of CY2024 in global PEB market. In the USA, PEBs are being employed in variety of construction, including
shopping malls, warehouses, factories, airport hangers, commercial buildings, hospitals, etc. This widespread use of PEB across
multiple end use segments underscores the growing importance of PEBs in the overall construction landscape of the USA.
PEB market in USA is expected to grow due to increasing acceptance of non-conventional construction methods like PEBs,
growing infrastructure spends by the government and expansion of end use industries like warehouses and storage.
Furthermore, there has been an uptick in overall construction spends of USA as well, which has been a major growth driver of
PEB. As per United States (US) Census Bureau, total construction spends stood at $ 2,156 billion in 2024 compared to $ 1,391
billion in 2019, thereby registering a CAGR of ~9%. Within overall construction spends, share of non-residential segment stood
at 57%, while the reminder was with residential segment at 43%.
Additionally, as per US Census Bureau, the spends in the manufacturing sector has grown from $ 81 billion in 2019 to $233
billion in 2024, thereby registering an impressive CAGR of ~24% and outperforming the overall construction spends.
Consequently, share of manufacturing sector in non- residential construction spends has increased from ~10% in 2019 to ~19%
in 2024. This surge highlights significant construction investments in the industrial segment, which is a prominent end use
segment within overall construction sector of PEB.
Overall, PEB segment in USA is expected to grow on account of growing demand from manufacturing and residential segment,
increasing government spends on infrastructure segments, and surging acceptance of PEBs by the key stakeholders.
179Construction spends- USA ($ Billion) Manufacturing construction spends- USA ($ Billion)
($ Billion)
($ Billion)
250 25%
2,156 19.0%
2,024 200 20%
1,903
1,653
1,391 1,500 150 12.9% 16.9% 15%
% % 7 % 1 5 % 1 5 % 7 5 % 7 5 100 9.7% 8.8% 9.7% 194 233 10%
0 6 5 125
% 0 4 % 3 4 % 9 4 % 9 4 % 3 4 % 3 4 50 81 75 82 05 %%
2019 2020 2021 2022 2023 2024
2019 2020 2021 2022 2023 2024
Manufacturing construction spends ($ Billion)
Residential Non-residential
Share of manufacturing in non-residential construction
Source: US Census Bureau, Crisil Intelligence
4.6 Overview of pre-engineered buildings market in India
Evolution of pre-engineered structure market in India
Pre-engineered buildings were introduced in India during the late-1990s/2000s with the onset of India’s economic growth post
liberalisation in 1991. However, the acceptance among consumer verticals began in early-2000 with good growth during 2005-
2010. Pre-engineered buildings started gaining prominence following a strong fixed capital formation in India and increased
adoption by customers. This period of high growth saw new players enter the fray. With the slowdown of India’s economic
growth, the Indian pre-engineered buildings industry stagnated between 2010 and 2015. Post that, the industry saw good
adoption but suffered some slowdown as capex declined during the pandemic, leading to a drop in revenue in fiscal 2021.
Evolution of PEB in India
Source: Crisil Intelligence
Overview of construction costs of pre-engineered structures
As per primary research, the cost of a pre-engineered building is estimated to be at times 15-35% lower than conventional
structures for sheds, warehouses and depots, or at times 20-25% higher than a traditionally constructed building, depending on
the building’s design and usage requirements. However, the higher upfront cost of pre-engineered buildings is offset by faster
construction times, flexibility to expand these buildings, lower maintenance costs, better durability and higher salvage value,
among others, which ultimately results in cost savings over the entire lifespan of the building. Further, pre-engineered buildings
not only accelerate the overall construction process but also save labour costs and enable quicker occupancy/commencement
of operations, leading to potential revenue generation at an earlier stage.
Additionally, due to the flexibility to shift these structures to other locations, pre-engineered structures help reduce potential
capex costs, enabling organisations to adapt to changing operational needs without the financial burden of constructing new
buildings.
180
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tu rePEB market in India to log 9.5-10.5% CAGR between fiscals 2025 and 2030
The industry expanded at a CAGR of ~8.3% over fiscals 2019 and 2025, growing from Rs 130 billion in 2019 to Rs 210 billion
in fiscal 2025, driven by increased construction investments and growing awareness of PEB and its advantages.
The medium-term outlook is optimistic, with the industry expected to clock a CAGR of 9.5-10.5% between fiscals 2025 and
2030 to Rs 330-345 billion, supported by investments in the industrial and infrastructure sectors, such as warehouses and
logistics as well as expressways (wayside amenities and toll plazas).
Pre-engineered steel buildings market in India
(Rs billion)
CAGR ~9.5-10.5%
400 FY25-30
CAGR ~8.3%
330-345
350
FY19-25
300
Decline owing to capex cycle
slowdown during Covid-19 pandemic
250
210
195
200 180
140 140
150 130
110
100
50
0
FY19 FY20 FY21 FY22 FY23 FY24 FY25E FY30P
E: Estimated; P: Projected
Source: Crisil Intelligence
Large, organised players grow at faster clip than overall pre-engineered steel building industry
Within the overall industry, top seven players have grown at a faster growth rate as compared to the rest of the industry. This
higher growth of the top players can be attributed to higher reliability and capability, high quality raw materials used, good
track record for execution and capability to provide innovative and effective solutions to customers.
Industry players Estimated revenue FY20 (Rs billion) Estimated revenue FY24 (Rs billion) CAGR FY20-FY24 (%)
Top seven players 70 100 9.3%
Note: Top seven players considered for the above table are as follows (not in any particular sequence): Kirby Building Systems & Structures India Pvt Ltd,
Interarch Building Products Ltd, M&B Engineering Ltd, EPack Prefab Technologies Limited, Everest Industries Ltd, Pennar Industries Ltd, and Zamil Steel
Buildings India Pvt Ltd
For estimated CAGR calculation of top players, Kirby Building Systems & Structures India Pvt Ltd CY2019 revenue is considered for revenue calculations of
FY20, and Kirby Building Systems & Structures India Pvt Ltd CY2023 revenue is considered for revenue calculations of FY24
Kindly note that overall revenue from operations of these players is considered which may include revenue from non-PEB segments as well
Source: Annual reports, Crisil Intelligence
PEB exports registered a CAGR of ~17% between fiscals 2019-2025
Exports of PEB increased to INR 90.5 billion in fiscal 2025 from INR 35.8 billion in fiscal 2019, implying a CAGR of ~17%
between fiscals 2019-25. Compared to exports, imports registered a CAGR of ~1% during the period. This growing difference
between the imports and exports of PEB from India indicates increasing domestic manufacturing/production of PEBs and global
demand for PEBs from India, thereby leading to a positive trade balance.
181PEB imports and exports — India
(INR Billion)
100.0
90.5
85.8
80.0
70.0
58.9
60.0
39.6
40.0 35.8 36.6
30.7
24.3 26.1
22.2 21.8
19.2 18.9
20.0
0.0
FY19 FY20 FY21 FY22 FY23 FY24 FY25
Exports Imports
Notes: Following HSN codes are considered for the purpose of the chart above: 94069090, 73089090 and 73089010
Source: Ministry of Commerce and Industry, Crisil Intelligence
USA, UAE, and Saudi Arab were the major export location of PEB in fiscal 2025
In fiscal 2025, USA was the top export location of PEB from India with export value of INR 50.4 billion, making it the largest
export market of PEB from India. USA was followed by UAE and Saudi Arab, with the export value of INR 3.5 billion and
INR 2.5 billion respectively. Collectively, these countries (top three) contributed to ~62% of the total PEB exports from India
in fiscal 2025.
Major export destination of PEB products from India- top 10 countries (fiscal 2025- in INR billion)
Region Export value (INR billion)
USA 50.4
UAE 3.5
Saudi Arab 2.5
U.K. 2.4
Australia 1.7
Tanzania Rep 1.5
Nepal 1.4
Bhutan 1.3
Qatar 1.2
Spain 1.0
Notes: Following HSN codes are considered for the purpose of the chart above: 94069090, 73089090 and 73089010. The above chart only represents top 10
countries where PEB products from India are exported, share of other countries stood at ~26% (~INR 24 billion)
Source: Ministry of Commerce and Industry, Crisil Intelligence
Increasing trend of orders of PEBs to Indian players
Increasing exports of PEB from India between fiscals 2019-2025, highlights an increasing trend of outsourcing to Indian players
due to competitive pricing, manufacturing capabilities and adherence to quality standards. This trend of increasing exports
highlights rising prominence of Indian PEB players in global markets, especially in countries like USA, thereby providing
Indian players more opportunities in international markets.
Pre-engineered buildings market remains competitive with large unorganised vertical; organised sector remains
superior to unorganised one
As of fiscal 2025, the organised industry held a 42-47% revenue share in the overall industry. The remainder is the fragmented
unorganised industry, which accounts for 53-58% of the overall market, as high capital investment is not required for entering
the market. However, the organised sector has an edge over the unorganised sector in terms of a reliable track record, maximised
supply chain capabilities, and quality engineering services and products, due to which there has been a growing shift towards
the organised sector. This shift is also expected to augment the revenue of players in the organised market. Hence, moving
182forward, the share of the organised industry is expected to improve to 47-52%, with the unorganised industry forming the
remainder 48-53%.
Share of organised and unorganised sectors in PEB
FY25E FY30P
Organised industry, Organised industry,
42-47% 47-52%
Unorganised
Unorganised industry,
53-58% industry, 48-53%
Notes:
E: Estimated, P: Projected
Source: Crisil Intelligence
Share of infrastructure in the pre-engineered steel building market to increase
The pre-engineered steel building market in India can be divided into three broad end-use sectors: industrial/ manufacturing,
infrastructure, and building (residential, commercial and non-commercial). The industrial sector, which is estimated to hold the
largest market share of 53-55% in FY25, is expected to account for 50-52% of the market by FY30. The high industrial sector’s
share in the pre-engineered steel buildings market is led by higher penetration in the automobile, cement, and oil and gas
markets, among others.
The infrastructure sector is estimated to increase its share to 39-41% by FY30 from an estimated 37-39% in FY25. Pre-
engineered steel buildings in the sector include warehouses, cold storage facilities, data centres, power plants, aircraft hangers
and railway yards. PEB warehouses are also gaining prominence post GST implementation.
The buildings sector share in the pre-engineered steel buildings market, which was low at 7.5-8.5% in FY30 is estimated to
remain range-bound at 8-9% in FY30.
183Market segmentation by end-use sectors
Note:
E: Estimated; P: Projected
Source: Crisil Intelligence
SWOT (Strengths, Weaknesses, Opportunities, Threats) Analysis
Strengths Weaknesses
• Growing acceptance of PEBs in the construction sector due to • As Steel is the major raw material for PEB construction and a
faster construction times and reduced dependence on onsite good conductor of heat, it reduces the thermal comfort of the
labour building and the overall fire resistance of the building
• Availability of improved and advanced machinery and • Steel being one of the major raw materials for PEB
technologies construction, can make entire PEB structure susceptible to
• Increasing access to international markets as substantiated by corrosion if not properly maintained
rising exports of PEBs from India • High presence of unorganized segment combined with lack of
• Rise in government-led innovative construction projects like differentiated offering may result in price pressure.
Light house projects under the ambit of PMAY-U • Limited suppliers of high-grade steel, makes the industry
Lauch of policies like Domestically Manufactured Iron & Steel susceptible to supply chain issues
Products (DMI&SP) and PLI scheme for specialty steel, which is Future expansions of PEB become difficult if such expansions are not
expected to positively impact the availability and quality of steel as a properly thought out from the start of the project
raw material, supporting the PEB industry
Opportunities Threats
• As of fiscal 2025, the share of PEB in the building, industrial • Traditional RCC construction holds the dominant market share
and infrastructure sector was estimated at 0-1%, 13-15% and at (95-97%), posing strong competition
6-8% respectively. Overall share of PEB in construction was • Failure to gain widespread acceptance due to limited
only around 3-5% as of fiscal 2025. This low share of pre- awareness, knowledge gap, and misconceptions can limit the
engineered construction in overall construction indicates high growth
growth potential • Lack of skilled labours including fabricators and designers
• Growing popularity of sustainable buildings may help the may results in knowledge and experience gap, which may lead
sector- PEB is a more sustainable alternative to conventional to operational inefficiencies
RCC buildings • Increasing geopolitical uncertainties may adversely affect steel
• Shift from RCC to PEB construction combined with low share prices, which is the prominent raw material of PEB
of PEB in overall construction • Standardisation of PEB components often results in modular
• Rising construction spends, especially in infrastructure sizes and shapes, limiting the freedom to create highly unique
segment, to boast the demand of PEBs or unconventional designs
• Low penetration of PEBs in building segments combined with • Some parts of PEB structures may require significant
increasing urbanisation to improve demand of PEBs in replacement or maintenance from time to time, especially
building segments during the end of the lifespan of PEB structures
184Strengths Weaknesses
• Increased industrial capex and planned capacity expansion by
the companies to boost demand of PEBs
• Growing demand from warehouses and cold storage due to
increase in the penetration of ecommerce in India expected to
help the domestic PEB industry
Source: Crisil Intelligence
Porter’s five forces analysis
Porter’s five forces Description
The threat of new entrants in the pre-engineered construction industry is high due to its moderate
capital-intensive nature, as it does not require substantial investments in terms of manufacturing
facilities/factories, specialised equipment and skilled labour.
However, high-value clients prefer credible manufacturers of pre-engineered structures with a proven
Threat of new entrants: track record, which further makes it difficult for new entrants to capture the market. That said, lack of
High stringent regulatory policies and a high-capacity utilisation ratio make the industry more attractive to
new entrants.
The industry's fragmented nature, coupled with lack of undifferentiated products and services, provides
high bargaining power to customers. In the case of large projects, the presence of a limited number of
big-ticket suppliers, such as contractors and construction developers, reduces the bargaining power of
buyers as vendor choice becomes limited. Tier 1 service providers compete on quality and pricing.
Power of customers: High Overall, the highly fragmentated nature of the pre-engineered structure industry, coupled with inability
to provide product differentiation, provides high negotiation power to customers, thereby negatively
impacting revenue of players in the pre-engineered buildings market.
Supplier power is high as there are few large and credible suppliers of raw materials and components,
allowing them to influence the industry. SAIL, Tata Steel and JSW hold 40-45% of the steel production
market. Large pre-engineering companies that have established long-term relationships with these
suppliers have an advantage in negotiations, leading to a more balanced power dynamic.
Power of suppliers: High
The industry exhibits high competitiveness, driven by fragmentation (55-60% share held by unorganised
players) and a limited number of big-ticket clients. Furthermore, due to the increasing demand for
standardised pre-engineered structures, the scope of product differentiation becomes limited, which puts
additional price pressure.
Competitive rivalry: High
The threat of substitutes is low. One of its major alternatives is traditional on-site built construction.
However, the advantages of pre-fabrication, such as cost savings, faster construction times and more eco-
friendly nature, are positively impacting its demand. Traditional construction still holds a major share
in overall construction.
Threat of substitutes: Low
Source: Crisil Intelligence
Policy and regulatory framework
There is no existing regulatory or policy framework particularly for pre-engineered buildings in India. However, there are
various codes, which are discussed below, for the use of steel in construction. The pre-engineered construction industry in India
adheres to guidelines and quality standards set by authorities such as the International Organization for Standardization (ISO),
Bureau of Indian Standards (BIS), Building Materials and Technology Promotion Council (BMTPC), and Ministry of Housing
and Urban Affairs (MoHUA).
The National Building Code (NBC) is designed by BIS, which is responsible for setting guidelines for construction activities,
including the use of prefabricated/ pre-engineered components. Civil Engineering Division (CED) Committee number 2 to
CED Committee number 59 of BIS are related to construction. Furthermore, CEDs such as CED 32, CED 51 and CED 46 are
related to prefabricated/ pre-engineered construction. Other standards include IS-800 (Indian Standard - General Construction
in Steel - Code of Practice), IS-875-PART- I to V (Loads and Combinations), and IS-1893 Criteria for Earthquake Resistant
Design of Structure (R-5). Model Building Bye-Laws, 2016, published by Town and Country Planning Organisation, MoHUA,
plays a vital role in formulating policies and regulations for the construction industry, offering guidance and support for
adopting new technologies. For instance, Sections 6.1.1 and 6.4 of the provisions for structural safety provide specific details
for pre-engineered systems. Moreover, depending on the nature of the project, specialised agencies may be involved in
regulating specific aspects of pre-engineered construction for infrastructure projects. For instance, during the pandemic, the
Ministry of Health and Family Welfare consulted experts from institutions such as IITs of Delhi, Roorkee and Madras, as well
as MIT Pune, regarding suitable options available for pre-engineered structures (panels) in the case of healthcare infrastructure.
ISO 9001:2015, ISO 14001:2015, OHSAS 18001:2017, ISO 14001:2004 and OHSAS 18001:2007 (Southeast Asia) are a few
quality standards and guidelines adhered to by the PEB industry in India. These standards cover the design, fabrication and
supply of pre-engineered buildings and structural steel works. Other international standards include the Metal Building
Manufacturers Association (MBMA), American Institute of Steel Construction (AISC) and American Welding Society (AWS).
185Some applicable codes and standards as per Indian standards for PEBs/ steel construction/ prefabricated structures
Code Description
IS:875-I Code of practice for design dead loads for buildings and structures
IS:875-II Code of practice for design imposed loads for buildings and structures
IS:875-III Code of practice for design loads (other than earthquake) for buildings and structures
IS:1893 Criteria for earthquake resistant design of structures
IS:4326 Code of practice for earthquake resistant design and construction of buildings
IS:800 Code of practice for use of structural steel in general building construction
IS:801 Code of practice for use of cold-formed light gauge steel structure members
IS:811 Specification for cold-formed light gauge structural steel sections
IS:4923-III Hollow steel sections for structural use – specification
IS:8629 Code of practice for protection of iron and steel structures from atmospheric corrosion
IS:4000 High strength bolts in steel structures
IS:14142 Code of practice for design and construction of floors and roofs with prefabricated brick panel
IS:11447 Code of practice for construction with large panel prefabricates
IS:15917 Building design and erection using mixed / composite construction – code of practice
IS:15916 Building design and erection using prefabricated concrete
IS:14213 Code of practice for construction of walls using precast concrete stone masonry blocks
Note: The above list is an indicative and not exhaustive representation of quality standards for PEBs in India
Source: Crisil Intelligence
Key growth drivers
Low penetration of PEB in the building sector
In fiscal 2025, the share of PEB in the building sector was estimated at 0-1%, considerably lower than the penetration of PEB
in the industrial sector (13-15%) and infrastructure sector (5-7%). However, growing awareness of benefits of PEB over
traditional construction methods, combined with low penetration of PEB in the building sector, provides room for further growth
in this sector. Furthermore, growing urbanisation coupled with space and time constraints have fuelled the shift towards vertical
construction from horizontal construction. This shift is also expected to increase the demand of PEB in buildings segment,
especially in high-rise buildings.
Share of pre-engineered construction in various sectors
Notes:
Infrastructure includes warehouse. Building includes residential, commercial and non-commercial verticals
E: Estimated; P: Projected
Source: Crisil Intelligence
Shift from RCC to PEB
Growing awareness of PEB structures along with their benefits over traditional RCC construction has led to an increase in PEB
projects. Use of PEB not only helps in expediting the project timelines but also is more sustainable due to less wastage. As a
result, pre-engineered construction structures are garnering greater acceptance over traditional onsite construction practices of
erecting entire structures onsite. This positioning is expected to serve as a catalyst for growth of pre-engineered structures in
the construction industry.
186Increasing popularity of green and sustainable buildings
The increasing popularity of green and sustainable buildings among large corporations as well as logistics players is also driving
growth of pre-engineered buildings, as streamlined processes minimise material waste and make these buildings more
sustainable than traditional buildings. Additionally, steel, which is highly recyclable, is a major component in pre-engineered
building construction.
Moreover, use of pre-engineered building structures supports deconstruction and reconstruction, enabling the building
components to be reused or recycled at the end of their life cycle. This approach significantly reduces the amount of
construction-related waste sent to landfills, leading to a more sustainable construction industry. Overall, the growing shift of
logistics players towards green logistics is expected to support the pre-engineered building sector.
Low percentage share of pre-engineered construction in overall construction indicates high growth potential
The pre-engineered construction industry in India, even though gaining acceptance, is still in its infancy. As of FY25,
penetration of pre-engineered construction in the overall construction sector is estimated to be around 3-5%. This low share of
pre-engineered buildings in India combined with the increasing of awareness of benefits of pre-engineered buildings over RCC,
provides a substantial growth potential of pre-engineered buildings in India. This will help in increasing the share of pre-
engineered construction in overall construction to 5-7% by FY30.
Share of pre-engineered construction in overall construction
FY25E FY30P
5-7%
3-5%
Pre-engineered construction
Pre-engineered construction
Conventional contruction
Conventional contruction
P: Projected; E: Estimated
Source: Crisil Intelligence
Low steel consumption in India
As of calendar year 2024, the country’s annual per capita steel consumption stood at 103 kg per annum, compared with the
global average of 215 kg. Favourable government policies such as the National Steel Policy aim to increase India’s per capita
steel consumption and create a technologically advanced and globally competitive steel industry in the country to promote self-
sufficiency in steel production as well as economic growth. The National Steel Policy focuses on the following three main
aspects:
• Increase consumption of steel through major sectors (segments) of infrastructure, automobile and housing
• Achieve 300 MT of steelmaking capacity by 2030
• Increase per capita steel consumption from around 60 kg in 2017 to 160 kg by 2030
This is expected to aid the pre-engineered building industry by positively impacting the quality of steel available, which is the
dominant raw material required for pre-engineered buildings. Additionally, increasing penetration of pre-engineered buildings
in infrastructure projects, coupled with the National Steel Policy’s aim to boost steel consumption in the infrastructure sector,
is expected to positively impact pre-engineered buildings.
Furthermore, the government has implemented the Domestically Manufactured Iron & Steel Products (DMI&SP) policy for
promoting ‘Made in India’ steel for government procurement. Additionally, in 2021, the government approved the Production
Linked Incentive (PLI) scheme for specialty steel. The duration of the scheme is five years, from fiscal 2024 to fiscal 2028.
187With a budgetary outlay of INR 63.2 billion, the scheme is expected to bring in investment of approximately INR 400.0 billion
and capacity addition of 25 MT for speciality steel. These steps will positively impact the availability and quality of steel as a
raw material, supporting the PEB industry.
Increased industrial capex and planned capacity expansion to boost PEB sector
Industrial capex averaged INR 4.3 trillion per annum in fiscal 2021-2025E. Investment are expected to reach – INR 7.1 trillion
by fiscal 2030, marking an average annual increase of 1.6x, driven by higher capacity utilisation, string corporate balance sheets
and the PLI scheme targeting multiple sectors. Over fiscals 2026-2030, the PLI scheme and emerging sector are set to account
for a quarter of the country's capex from 12% in fiscal 2021-2025, emphasising the growing importance of these sectors in
India’s industrial landscape.
Increased capex in these industries is anticipated to indirectly boost demand for pre-engineered steel structures, especially in
large and complex industrial construction projects. Pre-engineered steel construction may be preferred for large and complex
industrial projects, depending on the size, structure and construction span of the building, due to its shorter construction spans,
engineering efficiency, sustainability and quality advantages.
Increased focus on renewable energy capacity addition
India's installed generation capacity, which stood at 356 GW at the end of fiscal 2019 reached 475 GW in fiscal 2025 on the
back of healthy renewable capacity additions (including solar, wind, hybrid, and other renewable sources). In fiscal 2026,
renewables are expected to account for 35-40% of the installed capacity, up from 22% in fiscal 2019, whereas coal-based
capacity is expected to have tapered to 40-45% over the same period from 55% in fiscal 2019. Moving forward, renewable
capacity is expected to surpass the 360 GW mark in fiscal 2030 on the back of strong renewable capacity additions over fiscals
2026-30. By fiscal 2030, RE capacity is expected to account for 45-50% of the installed capacity of 745-755 GW. These
capacity additions will require substantial capex in development of needed infrastructure.
Additionally, the launch of National Green Hydrogen Mission on 4th January 2023 with an outlay of Rs. 197 billion up to FY
2029-30 will also positively impact the sector. This mission aims to accelerate the deployment of Green Hydrogen as a clean
energy source, will support the development of supply chains that can efficiently transport and distribute hydrogen. This
includes the use of pipelines, tankers, intermediate storage facilities, and last leg distribution networks for export as well as
domestic consumption. It aims to contribute to India’s goal to become self-reliant through clean energy.
Infrastructure development and investments to support demand for PEB
Infrastructure investments are seen growing faster than the other two sectors due to the government’s push through the NIP,
NMP and the Gati Shakti initiatives. Construction investments in this sector are expected to be ~Rs 50-55 trillion between
fiscals 2026 and 2030, up from Rs 34 trillion between fiscals 2021 and 2025.
This increased government spending on infrastructure, along with growing awareness of benefits of pre-engineered steel
buildings over traditional construction, is expected to boost demand for pre-engineered steel buildings in India.
Increasing construction investments in Indian Railways
The Indian Railways is the fourth largest rail network globally. The Railways envisions capturing a substantial 40% global rail
activity share by 2050. The National Rail Plan (NRP) 2030 expects to bolster capacity to meet future demand, targeting a 45%
modal share in freight traffic by 2050.Vision 2024, an NRP initiative, accelerates critical projects, such as electrification, multi-
tracking and speed enhancements on key routes.
The government is increasingly focusing on moderation of the Indian Railways through various programmes, including rolling
out of Vande Bharat trains, station redevelopment, electrification and dedicated flight corridor projects, boosting investment in
this sector.
The Indian railway sector, which is primarily funded by the central government, will receive the same budget allocation in
fiscal year 2026 as in fiscal year 2025. However, the funding remains strong at INR 2.7 trillion, as the government continues
to focus on modernization and improving safety standards.
Over the fiscals 2026-2030, construction opportunities worth INR 6.5-7.5 trillion are expected in the sector, with several major
projects in the pipeline. These include the development of new railway corridors for energy, minerals, cement, port connectivity,
and high-traffic routes, with an estimated investment of INR 5 trillion.
188Construction spend in railways
INR 6.5-7.5 Trillion
INR 5.6 Trillion
FY21-25 FY26-30P
P: Projected
Source: Crisil Intelligence
This sustained construction spends on Railways is expected to boast demand of PEBs as PEBs/ prefabricated buildings are
finding increasing applications in the railways sector through portable cabins, row housing, storage houses and platform
shelters, owing to multiple benefits, including increased strength and shortened project timelines. Furthermore, use of PEB
structures can considerably reduce the construction time and post construction maintenance requirements. Additionally, for
bigger steel structures, such as workshop sheds and platform shelters, PEB structures are customised based on the site condition
and are lighter, compared with conventionally designed steel structures. This reduces the requirement for steel, which saves
cost. The post-construction maintenance requirement of PEB structures is lower, compared with the conventional steel
structures, decreasing post-construction expenses as well.
Privatisation and greenfield airports to propel airport capex to Rs 600-650 billion in five years
Airport infrastructure in India has been in focus in recent years, as is evident from the increased capital expenditure in greenfield
and brownfield projects. The expansion of airports, including the upgradation of infrastructure/ facilities at airports, is a
continuous process, which is undertaken by the Airports Authority of India (AAI) or the airport operators concerned, depending
on the operational requirements, traffic, demand and commercial feasibility.
In the past few years, the government had supported the capex in airport infrastructure by developing greenfield and brownfield
airports. The government had formulated a Greenfield Airports (GFA) Policy, 2008. Under this policy, the government
accorded approval for setting up of 21 new greenfield airports. Of these, 12 have been operationalised.
Crisil Intelligence expects investments of Rs 600-650 billion in airport infrastructure between fiscals 2025 and 2029, compared
with Rs 790 billion between fiscals 2020 and 2024. The projected investments are almost evenly split between greenfield
projects, such as the Jewar airport, Navi Mumbai airport and Bhogapuram airport, as well as brownfield expansions in
Bengaluru, Hyderabad, Guwahati and Chennai.
Increasing focus on indigenous manufacturing of aerospace components
Aerospace and Defence industry deals with the manufacturing and supply of aircraft, helicopters, Missiles, Satellites or
components for this equipment. The key driving factor for growth in the industry is the Defence Procurement policy (DPP) and
increase in budget allocation for capital acquisition of aircraft related equipment.
Indian government aims at increasing the indigenous production by opening the sector for foreign participation and through
schemes like Defense procurement policy of 2016, Make in India, etc.
Subsequently, Defence PSUs such as HAL, have been taking initiatives to increase domestic sourcing across various
components. Hindustan Aeronautics Limited (HAL) Helicopter Factory, India’s largest helicopter manufacturing facility, has
been inaugurated in 2023 and produce Light Utility Helicopters (LUHs) initially. The factory will begin with producing around
30 helicopters per year and can be enhanced to 60 and then 90 per year in a phased manner.
189Additionally, due to the push towards indigenization through DPP- 2016, several foreign players and Indian manufacturers have
announced partnerships like Adani group with Swedish aircraft manufacturer Saab, Tata Advanced Systems (TASL) with
Lockheed Martin, Mahindra Defence Systems (MDS) and HAL with Boeing, etc.
Warehouse and cold storage expansion to be major contributors to PEB demand
Due to increasing e-commerce penetration and changing customer preferences, companies are also investing in warehousing
and cold storage facilities. Additionally, due to rapid urbanisation and economic growth in developing countries, various
companies are seeking faster and more cost-effective ways to construct their warehouses. Pre-engineered buildings are preferred
for their cost-effectiveness and speedy construction compared with RCC buildings. They require less manpower and
construction time, leading to cost savings. Increased adoption of pre-engineered buildings in warehouse construction will boost
overall pre-engineered market growth. Overall, Crisil projects construction investments in the warehousing (agricultural and
industrial) and cold storage (single- and multi-commodity) sectors to rise to reach Rs 460-500 billion over the next five years
on expectations of increased demand. This increasing construction spends in warehouse segment coupled with growing
penetration of PEB in warehousing, is expected to provide a fillip to the overall pre-engineered steel building industry.
Increasing demand of data centres in India
From fiscal 2019 to fiscal 2024, the Indian data centre industry has seen a growth at CAGR of ~20% in terms of capacity. This
growth can be attributed to factors such as growth in internet accessibility, surge in e-commerce adoption, rise in digital
adoption, remote working, rise in OTT (over-the-top) consumption, etc.
Additionally, as per the draft Data Centre Policy 2020, data centres to be declared as an Essential Service under The Essential
Services Maintenance Act, 1968 (as amended). Furthermore, Data Centre Economic Zones will also be set up for the long-term
growth of data centres in India.
These policies combined with the RBI mandate advising all payment system providers to store entire data related to payment
systems operated by them in a system only in India is expected to provide impetus to data centre in India, which in turn is
expected to boast the demand of pre-engineered steel buildings.
Data centre industry in India (installed capacity)
(Capacity in MW)
2,500
FY24-27: ~30% CAGR
2000-2300
2,000
1,500 FY19 -24: ~20%
CAGR
900-950
1,000
500 350
0
FY19 FY24 FY27P
Note: P: Projected,
"Capacity" refers to the data centre load that is consumed or is dedicated to IT equipment such as servers, storage equipment, communications switches,
routers. Power for lighting or cooling the data centre is excluded from IT power. Further, the capacity mentioned in the above chart pertains to third party
data centre only.
Source: Industry, company reports, Crisil Intelligence
Rise in government-led innovative construction projects
Policy and regulatory factors play a crucial role in shaping demand, growth and adoption of prefabrication and pre-engineering
in the construction sector. For example, government schemes such as PMAY have been instrumental in driving demand and
growth of the prefabrication and pre-engineering industry, especially in the housing sector. Light house projects under the ambit
of Pradhan Mantri Awas Yojana-Urban (PMAY-U) use distinct technologies to offer affordable and quality housing in an
accelerated timeframe.
190The increased focus of both central and state governments on providing low-cost housing in the country is expected to boost
demand for cold form structures in the future. Additionally, government initiatives such as the light house project are expected
to encourage wider adoption of such technologies across India, thereby driving demand for prefabricated and pre-engineered
construction structures.
Summary of growth drivers
Sector Growth drivers
Overall Low per capita steel consumption in India along with government schemes like National Steel Policy, which aims
to boast domestic steel production is expected to the help the PEB industry which is highly dependent on few steel
suppliers.
Approval of specialty steel under Production Linked Incentive (PLI) Scheme with a budgetary outlay of Rs 63.2
billion and capacity addition of 25 MT will positively impact the availability as well as quality of steel as a raw
material.
Industrial/ Industrial capex averaged INR 4.3 trillion per annum in fiscal 2021-2025E. Investment are expected to reach –
Manufacturing INR 7.1 trillion by fiscal 2030, marking an average annual increase of 1.6x, driven by higher capacity utilisation,
string corporate balance sheets and the PLI scheme targeting multiple sectors.
Over fiscals 2026-2030, the PLI scheme and emerging sector are set to account for a quarter of the country's capex
from 12% in fiscal 2021-2025, emphasising the growing importance of these sectors in India’s industrial
landscape.
Based on an analysis of eight key sectors, Crisil Intelligence estimates construction investment in the industrial
sector at INR 4-5 trillion over fiscals 2026-30, compared with INR 4 trillion spends in fiscals 2021-25.
Construction spends across industrial investments in fiscal 2026 are seen rising 3-4% driven by expansion in oil
and gas and metals segment. This growth is on a high base of FY25 where the sector grew due to deferred
investments from FY21 and FY22 and capex investments from PLI scheme picking up
Increasing popularity of green and sustainable buildings, along with the benefits of faster construction time and
reduced material wastage is expected to increase adoption of PEB.
Growing penetration of EV vehicles in India led by favourable government initiatives like FAME, reduction of
GST will require robust EV infrastructure.
Infrastructure Growing demand from warehouses and cold storage due to increase in the penetration of ecommerce in India.
Additionally, post implementation of GST as well as shift to hub and spoke models, large PLI players have started
investing in PEB warehouses.
Construction investments in this sector are expected to be ~INR 50-55 trillion between fiscals 2026 and 2030, up
from INR 34 trillion between fiscals 2021 and 2025.
Increase in the demand of data centres India along with RBI mandate to store payment data locally in India, will
boast the demand of pre-engineered steel buildings in India owning to increasing penetration of PEBs in data
centres.
Growing focus on renewable energy capacity additions will require substantial capex in this field.
Building Low share of pre-engineered steel construction in building construction (~0-1% as of FY25), along with increasing
awareness of PEB in India will positively impact the demand of PEB.
Over fiscals 2026-30, the construction spends in this sector is expected to rise to Rs 18-19 trillion from Rs 13
trillion in the period between fiscals 2021 and 2025.
Rise in government-led innovative construction projects like Light house project under the ambit of PMAY- U
will provide more awareness of non-conventional construction methods like PEB in India.
Source: Crisil Intelligence
Key challenges
Vulnerability to fluctuations in raw material prices
Prices of raw materials, mainly steel, could affect project costs, profitability and project timelines. According to industry
sources, the pre-engineered steel building industry relies heavily on a limited number of high-quality steel suppliers, including
Tata Steel, Nippon Steel, ArcelorMittal Nippon Steel India, Steel Authority of India Ltd, Jindal Steel & Power Ltd, etc, for raw
materials such as hot-rolled (HR) coils and high-grade S345 MP. The limited base gives these suppliers significant negotiating
power, and the dependence on a small pool of suppliers makes the industry susceptible to supply-chain issues.
Due to high dependence on steel, the ability of players to tackle challenges related to input costs and working capital becomes
crucial for the industry’s success. Additionally, steel prices are also susceptible to global geopolitical events, which further
emphasises the need for strategic resource planning.
191Trend in mild steel prices –long and flat products
160.0 147.5 152.4
142.4
140.0
137.3
114.9 114.6
120.0
107.1
103.7 101.9 101.7 100.3
100.0
87.8 87.4
80.0
60.0
40.0
FY13 FY14 FY15 FY16 FY17 FY18 FY19 FY20 FY21 FY22 FY23 FY24 FY25
Source: Office of Economic Advisor, Crisil Intelligence
Transportation challenges
As pre-engineered structures are manufactured offsite, transportation of these structures to the construction site involves
logistics expenses, which are a function of the distance and the complexity of the transportation process and can significantly
impact the overall project cost. Furthermore, these components are susceptible to damage during transportation and handling
and may require rework or replacement, which, in turn, could lead to additional costs and project delays.
Hence, increasing distance between the installation site and the manufacturing plant may impact price competitiveness.
Additional safeguards to withstand natural disasters
Construction projects, including pre-engineered structures, must adhere to building standards to ensure they can withstand
earthquakes and other seismic events. However, the intensity and frequency of seismic events such as earthquakes depend on
the geological setting and may vary based on the location. Hence, pre-engineered structures should be designed after due
consideration and study of the seismic classification and history of the construction site. However, this can complicate their
design and manufacturing process and may involve incorporating additional engineering measures and special materials to
enhance the structural durability of such prefabricated structures.
Furthermore, even in the event of a fire, certain components of pre-engineered buildings, such as flange braces, sag rods and
cross bracing rods, are susceptible to damage. Flange braces and sag rods are particularly prone to snapping, while cross bracing
rods may lose their tensile strength, thereby compromising the overall stability of the building. The use of fire-retardant
intumescent paint, while highly effective, is often limited due to its prohibitive cost. Consequently, its application is reserved
for specialised cases, highlighting the need for alternative methods and materials to safeguard pre-engineered structures against
fire-related risks.
Medium capital outlay and fragmented industry
The pre-engineering industry does not require significant upfront capital investments in terms of manufacturing facilities and
suitable technology, leading to fragmentation with multiple manufacturers, suppliers and contractors operating independently.
Hence, intense competition is impacting margins of players.
Moreover, players in the unorganised industry may compromise on quality standards to ensure price competitiveness, which
may weaken the structural security of the building. For instance, a metal building collapsed in 2014 near Nagpur due to structural
instability and the intervention of multiple stakeholders — there was a different design engineer, supplier of plates, fabricator
of primary frame, and supplier of cold formed sections and sheeting. Multiple erectors tried to erect the pre-engineered structure,
but it eventually collapsed. Additionally, according to a study published in International Research Journal of Engineering and
Technology (IRJET), most of the pre-engineered structures collapse due to neglect of cross bracing and most of the structures,
categorised as impending and deemed failures, are often executed by unorganised fabricators.
192Design limitations
Standardisation of pre-engineered components often results in modular sizes and shapes, limiting the freedom to create highly
unique or unconventional designs that require non-standard dimensions. Structural constraints must be carefully considered in
manufacturing pre-engineered structures to ensure the stability and safety of the structure. This imposes limitations on
architects/designers in terms of design that can be structurally feasible. Furthermore, the integration of pre-engineered structures
with traditional onsite construction can introduce additional challenges, which can exacerbate in difficult terrains.
Limited knowledge and lack of skilled manpower
The pre-engineered construction industry in India is in its infancy, because of which there is a shortage of skilled personnel
with adequate technical knowledge of these structures. Designers play a crucial role in creating designs for the successful
implementation and integration of pre-engineered buildings, but not all designers may possess adequate knowledge and
experience in modular construction techniques. Despite the growing awareness about pre-engineered structures, traditional
construction methods often dominate architectural education and practice. This results in a knowledge gap in understanding the
specific requirements of pre-engineering.
5. Assessment of the self-supported roofing industry
5.1 Overview of self-supported roofing
The roof of a building serves as its topmost structural covering forming an enclosed space to shelter its habitants and protect
the enclosed space from rain, heat and wind. A roof also comprises structural elements that support the roof coverings, which
are chosen based on several factors, including cost effectiveness, availability, durability and aesthetic appeal, among others.
The roofing industry can be broadly divided into metal and non-metal. Non-metal roofing includes roofing made of materials
such as ceramic tiles, Teflon fabric, shingles and wood, among others. The metal roofing comprises roofing made of aluminium,
galvalume steel and copper, among others. Metal roofing can be further bifurcated into structural/ self-supported and non-
structural.
Classification of the roofing industry
Source: Crisil Intelligence
A self-supported steel roofing system can cover wide spans eliminating supports such as purlins or beams. The span distance
that can be achieved depends on various factors including the type of roofing panel utilised, and the safe loads that can be taken
by the requirements of the roof. This capability to achieve large spans without any structural and continuous support not only
provides additional space, but also reduces the need for extensive support structures, thus offering cost and material saving
advantages in construction projects.
On the other hand, conventional metal roofing requires continuous structural support or closely spaced secondary support
elements, such as purlins, channels or trusses, which provide crucial reinforcement and stability to the roofing system. By
mandating consistent support, conventional metal roofing systems may require more material and labour during installation,
compared with their self-supported roofing counterparts.
By mandating structural consistent support on which roofing sheets are resting and fixed, the conventional metal roofing
systems may require more materials and labour during installation compared to their self-supported steel roofing counter parts.
Self-supported steel roofing majorly finds its usage in many of industrial and commercial constructions in industries, such as
warehousing, railways, cement plants, manufacturing units, food processing units, factories, convention centres, sports
complexes, worldwide.
193
R o o fin g in d u s tr y
N o n
M
-m e ta
e ta l r
l r
o o
o o
fin
fin
g
g
S tru c tu ra l/ s e lf-s u p p o rte d ro o fin(n
o n -c o n v e n tio n a l m e ta l ro o fin g
N o n -stru c tu ra l ro o fin g
(c o n v e n tio n a l m e ta l ro o fin g )
g
)5.2 Key advantages of self-supported roofing
Advantages Description
Structural stability In a self-supported roofing system, stability is guaranteed through an arch design principle eliminating the need
through arch design for truss, purlins or intermediate supports, thus providing larger internal space.
Versatile clear span A self-supported roofing system can offer unobstructed clear spans ranging from nine to ~34 metre.
options
Maintenance-free roofing In a self-supported roofing system, roofing panels are mechanically seamed (interlocked) and are free from
panels holes, nuts, bolts overlaps and sealants, which ensures minimal maintenance requirements.
Leak-proof roofing A self-supported roofing system incorporates mechanical sealing techniques for 100% leak-proof roofs,
solutions ensuring protection against water ingress and damage. Reliable sealing mechanisms maintain the roofing
system’s integrity under diverse weather conditions, safeguarding interior spaces effectively.
Efficient execution and A self-supported roofing system focuses on rapid installation and erection of structure, covering areas, such as
installation 1,500 sq m within 12 hours of timeline. This would aid in minimising construction time and labour costs while
optimising the overall project timelines for customers.
Aids in enhancing Eliminates bird nuisance, contributing to cleaner, more hygienic building environment, in addition to enhancing
building environment occupant comfort and well-being.
Extended lifespan Given the structural integrity, usage of high-quality material, such as pre-painted galvalume aids in avoiding
corrosion and leaks, increasing the longevity of the roofing system, with a typical lifespan ranging from 35 to
40 years.
Source: Crisil Intelligence
5.3 Overview of self-supported roofing industry
The global self-supported roofing market is expected to log a CAGR of 3-4% between 2023 and 2028
The global self-supported roofing market clocked a CAGR of 1.3% between 2019 and 2024 to reach $ 750 million. This growth
can be attributed to increased penetration of non-conventional construction, such as PEBs and awareness of the benefits of self-
supported roofing over conventional arrangements. Self-supported roofings are generally made with pre-painted galvalume
(PPGL), which provides superior corrosion/ rust-resistance and creates larger enclosed volume, adding thermal comfort of
people working under such roofs. These properties make self-supported steel roofing a suitable choice for both infrastructure
and industrial structures such as warehouses, factories and railways that are substantially exposed to tough weather conditions,
including excessive humidity and high temperatures.
The global self-supported roofing industry is estimated to grow ~3-4% between 2024 and 2029 to reach ~$ 870-915 million by
2029, on the back of increased investments in infrastructure and industrial segments and awareness of the benefits of self-
supported roofing over conventional covering.
Global self-supported roofing market
(In $ million)
CAGR ~3-4%
1,000
CAGR ~1.3% 2024-2029 870-915
900
2019-2024
800 736 750
702 707
674
700 649
600
500
400
300
200
100
0
CY2019 CY2020 CY2021 CY2022 CY2023CY2024E CY2029P
Notes:
E: Estimated, P: Projected
194Source: Allied Market Research, Crisil Intelligence
Self-supported roofing also known as trussless roofing, steel arch roof, and steel dome roof is a highly diversified market with;
North America, South America, and Europe being the prominent markets for self-supported roofing with the market share of
23-25%, 15-17%, and 4.5-6.5% respectively in 2024. The high market share of advanced economies like USA, etc in this market
can be attributed to availability of advanced construction technologies, and acceptability of non-conventional roofing systems
like self-supported roofing systems. Additionally, burgeoning ecommerce sector in USA is also expected to increase the demand
of industrial warehouses. As per US Census Bureau, retail ecommerce segment in USA has increased its share in total retail
from 11% ($ 560 billion) in 2019 to 16% ($ 1,167 billion) in 2024, thereby registering a notable CAGR of ~16% between 2019-
2024. This expansion of retail and ecommerce trade in USA is fuelling demand for sophisticated logistics and storage
infrastructure, which in term is expected to boast the demand of self-supported roof as these roofs provide clear span which
maximize the storage capacity and operational efficiency.
Moving forward, the market share of regions like North America, South America and Europe are estimated to be range bound
only at 22.5-24.5%, 14.5-16.5% and 4.5-6.5% respectively by CY2029.
Share of key geographies in global self-supported roofing market
CY2024E CY2029P
23-25%, 22.5-24.5%,
North North
America America
44-47%,
Rest of the
45-48%, Rest of
World
15-17%, the World 14.5-16.5%,
South South America
America
4.5-6.5%,
3-5%, Southeast 4.5-6.5%,
Asia 4.5-6.5%, Europe 3-5%, 4.5-6.5%, Europe
MEA Southeast Asia MEA
Notes:
E: Estimated, P: Projected
Source: Allied Market Research, Crisil Intelligence
The self-supported roofing market in India grew at a CAGR of 6% between FY19-25
The self-supported steel roofing market in India logged a CAGR of 6.1% between FY19-25 to reach INR 3.0 billion in FY25.
This increase in demand can be attributed to growth in infrastructure and industrial segments, which are the major end use
segment of self-supported roofing in India, witnessing construction spends of INR 24 trillion and INR 4 trillion, respectively,
between FY21-25. Increased investments in the Railways also contributed to the growth as self-supported steel roofing is
finding applications at railways stations and sheds, owing to their durability.
Moving forward, the self-supported roofing market in India is projected to moderately grow at a CAGR 5-7% between FY25-
30 to reach INR 3.8-4.2 billion by FY30. This growth will be supported by sustained investments in the infrastructure and
industrial sectors along with rising awareness of the benefits of self-supported roofing. However, volatility in steel prices and
domestic demand will remain key monitorable, given their potential impact on the overall market growth and profitability.
195Self-supported steel roofing market in India
(Rs billion)
CAGR ~5-7%
5.0
CAGR~6.1%
FY25-30 3.8-4.2
4.0 FY19-25
3.2
3.0
2.9
3.0
2.5
2.1
1.8 1.9
2.0
1.0
-
FY19 FY20 FY21 FY22 FY23 FY24 FY25 FY30
Source: Crisil Intelligence
Growth drivers for self-supported roofing industry in India
Growth in industrial warehousing demand
Warehousing plays an active role in various industries, acting as a backbone for storage, logistics and distribution. One of key
drivers of the self-supported steel roofing industry in warehousing is the need for large open spaces without internal columns
or support. This allows for flexible storage arrangements and seamless movement of goods within the warehouse, optimising
utilisation and improving operational efficiency. Furthermore, the expansion of e-commerce and quick commerce has mandated
the need for strategically located distribution centres. The COVID-19 pandemic-induced lockdowns provided a thrust to the e-
commerce industry in India. The industry witnessed an addition of several first-time buyers, and it is expected many of them
would continue their transactions on e-commerce platforms even post-COVID given the convenience these e-commerce
platforms provide. In order to improve the convenience offered to their buyers, the e-commerce companies are aiming for
quicker deliveries with even services like same-day delivery on offer. In order to possess and enhance their fast delivery
capabilities, the e-commerce companies require operational points closer to the city limits. Therefore, it is expected that the e-
commerce companies will have an increased need for warehouses near city limits in order to carry out their operations.
A self-supported roof would be advantageous for e-commerce players in the construction of warehouses in prime locations,
owing to its low-cost maintenance and faster installation. Thereby resulting in shorter construction timelines. This facilitates
efficient last-mile logistics, contributing to the overall efficiency of supply chain operations.
Crisil estimates the growth in demand was around 5-10% with net absorption of 40-45 msf in fiscal 2024, owing to the high
base and sharp moderation in the e-commerce segment even though demand from the 3PL segment was robust. However, in
fiscal 2025, industrial warehousing demand is estimated to have grown by 19-24%, attributable to the ongoing growth of the
3Pl segment as well as the recent pace of advancement in the manufacturing segment.
Over the long term, the annual demand for Grade A & Grade B warehouses in top 8 Indian cities is expected to grow at a CAGR
of 11-16% between fiscals 2025 and 2029. The annual supply is also expected to grow at a similar CAGR of 11-16% in the
said period.
This demand will be fuelled by robust 3PL demand from different sectors, such as electronics and white goods, retail and fast-
moving consumer goods to optimise the logistics and supply chain of the companies, which makes it a lucrative option for
companies in the aforementioned sectors. Additionally, the retail industry also witnessed a marked shift in India since the
Covid-19 pandemic. A significantly high proportion of retailers are resorting to omni-channel sales wherein they are pursuing
selling of their products on online platforms. Additionally, the retailers are also maintaining higher inventories near city limits
to increase the speed of servicing the demand for products and because they have witnessed a reduction in the replenishment
cycles. Owing to the trends outlined above, the e-retail industry is expected to continue seeing expansion of fulfilment centres
and dark stores. The fulfilment centres will expand near the supply and demand centres, owing to the typical characteristics of
the e-retail industry of dynamic order size and low turnaround time.
Government focus on agriculture warehousing
In order to address the shortage of food grain storage capacity in the country, the Government in May 2023, has approved the
“World’s Largest Grain Storage Plan in Cooperative Sector”, which is being rolled out as a Pilot Project in different states/UTs
of the country.
196The Plan entails creation of various agri infrastructure at Primary Agricultural Credit Societies (PACS) level, including setting
up decentralized godowns, custom hiring center, processing units, Fair Price Shops, etc. through convergence of various existing
schemes of the Government of India (GoI), such as, Agriculture Infrastructure Fund (AIF), Agricultural Marketing
Infrastructure Scheme (AMI), Sub Mission on Agricultural Mechanization (SMAM) Pradhan Mantri Formalization of Micro
Food Processing Enterprises Scheme (PMFME), etc. Under these schemes, PACS can avail subsidies and interest subvention
benefits for construction of godowns/storage facilities and setting up of other agri infrastructure.
Further, NABARD is also extending financial support to PACS by refinancing them at highly subsidized rates of around 1
percent, after incorporating the benefits of 3% interest subvention under AIF scheme for projects up to Rs. 20 million. Therefore,
the plan aims to strengthen the economic condition of PACS by diversifying their business activities and giving them additional
sources of revenue thus improving their financial sustainability.
States/ UTs and National level Cooperative Federations, like National Cooperative Consumers Federation (NCCF) and National
Agricultural Cooperative Marketing Federation of India Ltd. (NAFED), have identified 1,711 PACS for creation of storage
capacity under the Pilot Project. As of December 2023, construction of godown is going in 13 PACS of 13 States/ UTs under
the Pilot Project.
This growth in agricultural warehousing further amplifies the need for self-supported roofing solutions. These roofs, free from
leaks and bird nuisance, enable to preserve the food quality and reduce the agricultural spoilage. In FY24, the production of
key crops was below optimal levels due to poor monsoon caused by the El Nino weather phenomenon, resulting in a YoY
demand growth of only 2-3% in agricultural warehousing. However, in FY25, the production of key crops are likely to increase
materially due to the low base of the previous year and other factors such as greater acreage and high prices. Furthermore,
restrictions on exports are also likely to bode well for domestic agri-warehousing demand. Consequently, the agri-warehousing
demand is likely to grow by 3-5% on-year.
Over FY25-29, Crisil expect agricultural warehousing demand to clock 2-4% compound annual growth rate (CAGR), reaching
around 0.8 billion sq ft, backed by expectations of normal monsoons and sufficient reservoir levels.
Growth in railway investments
Crisil estimates construction investment in railways to have increased to INR 1.2 trillion in FY25. The rise is post an expected
rise of 15% CAGR in construction investments of Railways between FY21-24.
Over the fiscals 2026-2030, construction opportunities worth INR 6.5-7.5 trillion are expected in the sector, with several major
projects in the pipeline. These include the development of new railway corridors for energy, minerals, cement, port connectivity,
and high-traffic routes, with an estimated investment of INR 5 trillion. In the freight sector, the Eastern Dedicated Freight
Corridor (DFC) is fully operational, while only 100 km of the Western DFC remains under construction, expected to be
completed by the end of this fiscal year. Additionally, work will soon begin on three new freight corridors – East Coast, East-
West, and North-South, covering 4,358 km at an estimated cost of INR 0.8-0.9 trillion.
The government is also focusing on railway safety and station redevelopment. The KAVACH safety system is being installed
to reduce accidents, while the Amrit Bharat Station Scheme aims to modernize and upgrade railway stations, creating an
additional INR 0.8 trillion investment opportunity. These initiatives highlight the government’s commitment to transforming
the railway sector, making it safer, more efficient, and better connected.
These initiatives and investment growth is expected to contribute positively to self-supported roofing demand. Infrastructure
projects in railways, including stations, Limited Height Subway (LHS), washing lines, workshops, car sheds, and maintenance
facilities, require roofing solutions that are durable, leak-proof and time efficient. As self-supported roofing systems provide
multiple benefits including these, these become the preferred choice in multiple investment projects. Hence, the demand for
self-supported roofing is estimated to grow further.
Growing demand for new-age roofing systems
As construction practices and technology evolve, acceptance of and demand for new roofing systems, such as self-supported
roofing, metal sheets, etc, has been growing.
Self-Supported steel roofing provides structural integrity and durability to the building. Its flexible design optimizes space
utilization and architectural design. Furthermore, it also streamlines project timeline by reducing delays, allowing for quicker
completions and potential long term cost savings.
As technology advances further, companies will have access to more sophisticated engineering software for better
understanding of roof dimensions. This will help ease the technical requirements of non-conventional roofing systems, which
will further provide impetus to self-supported roofing systems.
197Growing revenue of MSME segment
Micro, small and medium enterprises (MSMEs) segment forms an integral part of economy in terms of its contribution in GDP,
employment, exports and lending. Despite hiccups created by pandemic over the last several quarters, recovery across most
SME sectors is evident in recent months. In long term, the segment will continue to offer attractive business opportunities for
financiers.
The MSME sector’s revenue is estimated to have grown by ~5% in fiscal 2025 and is projected to grow by 6-7% on-year in
fiscal 2026 led by consumption and healthcare led sectors. Demand for chronic therapies in domestic market coupled with
improved exports in regulated and semi-regulated market will benefit the healthcare sector. In the consumption services vertical,
increasing enrolments and fee hikes will support growth of coaching classes. While in the consumption industrial vertical,
demand from the OEM segment followed by replacement and export markets will aid auto component sector revenue growth.
This growth of MSME sector is anticipated to drive the demand of new infrastructure like warehouses, manufacturing units,
commercial spaces, etc. This, in turn is expected to boast the demand for self-supported roofing.
Key challenges of the self-supported roofing industry
Growth drivers Description
Shortage of qualified workforce Self-supported roofs are usually made on site. They are custom-made as per building measurements.
Hence, planning, designing and installation requires specialised skills. Shortage of skilled labour can
lead to potential delays in project timelines and higher labour cost.
Fluctuating raw material cost The cost of primary raw materials such as steel and PPGL can be an issue due to geopolitical concerns
and global supply chain disruptions. This would not only delay the project but also lead to cost overruns.
Lower awareness compared to Due to low awareness of self-supported roofing in India, traditional roofing methods are often preferred
traditional roofing systems due to familiarity, availability of the labour and established practices. Lack of awareness about the
benefits of self-supported roofing also leads to reluctance in adoption, limiting the growth of the self-
supported roofing industry.
Large unorganized market The self-supported roofing industry is fairly unorganized with multiple small players operating in the
market. This leads to varied pricing as inconsistent quality, creating difficulties in identifying reliable
suppliers with good quality products.
Additionally, the substantial presence of unorganized sector also intensifies competition and exerts
pricing pressure.
High entry barriers Entry in self-supported roofing market involves significant barriers, including moderate capital
requirements, access to advance equipment and specialized technical expertise.
Additionally, large corporates usually prefer players with a strong market presence and proven past
performance, creating additional challenges for new entrants to gain foothold in the market.
Source: Crisil Intelligence
6. Assessment of competitive landscape of pre-engineered buildings industry in India
In this section, Crisil has analysed some key players operating in the integrated PEB industry in India. Integrated players provide
end-to-end PEB solutions, including design, engineering, fabrication and onsite delivery and installation.
Major steel players such as Steel Authority of India Limited (SAIL), Rashtriya Ispat Nigam (RINL), Tata Steel Limited Group
(TSL), ArcelorMittal and Nippon Steel (AM/NS), Jindal South West Group (JSWL) & Jindal Steel & Power Limited (JSPL)
are not considered since major business of these steel players comes from manufacturing steel and steel products, including
structural steel products. These steel players supply to integrated PEB players.
Moreover, the list of competitive peers considered in this section is not exhaustive but indicative. Only players providing
integrated pre-engineered steel building offerings within a comparable revenue range have been considered in this section.
Data has been obtained from publicly available sources, including annual reports available in the public domain/ filed with the
Registrar of Companies (RoC), investor presentations of listed players, regulatory filings, rating rationales, and/or company
websites and social media pages. Financials in the competitive section have been re-classified by Crisil, based on annual reports
available in the public domain/ filed with the RoC and financial filings by the relevant players. Financial ratios used in this
report may not match with the reported financial ratios by the players on account of Crisil’s standardisation and re-classification.
6.1 Overview of key players
Company name Year of Listed/ Unlisted Business overview1
incorporation entity$$
Bansal Roofing Products 2008 Listed Bansal Roofing Products Limited was founded in 2008 and is into
Limited manufacturing of PEBs, decking sheets, roofing Sheets and
Roofing Accessories such as Colour Coated Roof Sheets, FRP
Roof Sheets, and Polycarbonate Sheets, etc.
198Company name Year of Listed/ Unlisted Business overview1
incorporation entity$$
Everest Industries 1934 Listed Everest Industries Ltd is a pre-engineered steel building
Limited manufacturer in India and has ~90 years of experience in
supporting industrial projects, warehousing infrastructure, multi-
storey process buildings, composite structures and pipe racks,
among others.
Epack Prefab 1999 Unlisted2 Epack Prefab Technologies Limited is a group company of EPack
Technologies Limited and has over 24 years of experience. The company offers multiple
products/ services including pre-engineered buildings,
prefabricated modular buildings, sandwich insulated panels, light
gauge steel frames, roofing and cladding solutions, porta cabins
and its accessories, etc.
BirlaNu Ltd (formerly 1955 Listed BirlaNu Ltd (formerly HIL Limited) is a CK Birla Group
HIL Limited) company. The company has multiple offerings in building
material solutions including fiber cement humid cure roofing
sheets, autoclaved aerated concrete blocks (fly ash blocks), fiber
cement board and panels, plumbing solutions, wall care putty, etc.
Interarch Building 1983 Listed Interarch Building Products Ltd has 40+ years of experience in
Products Limited pre-engineered steel construction related to design, manufacture,
logistics, supply and project execution. It has worked with
industry players in project development and construction,
providing support to industrial, commercial and infrastructure
projects.
Kirby Building Systems 2005 Unlisted Kirby Building Systems & Structures India Pvt Ltd is engaged in
& Structures India the business of manufacture and construction of Pre-Engineered
Private Limited* Buildings/ Steel Structurals / Industrial Racking and components
of iron and steel. It executes projects across multiple industries,
including industrial, commercial, agriculture and infrastructure.
Kirby is a 100% subsidiary of Kuwait-based Alghanim Industries,
which has experience of more than 40 years in PEB industry.
M & B Engineering 1981 Unlisted M&B Engineering Ltd is an engineering solutions provider for
Limited construction of steel structures in India, engaged in the
manufacturing of pre-engineered buildings (PEBs), self-supported
steel roofing solutions and structural steel components.
The group provides turnkey solutions for engineering and
infrastructure projects. The company deals in pre-engineered
buildings, structure steels, steel roofing and components thereof.
Pennar Industries 1975 Listed Pennar Industries Ltd has experience of over 48 years in offering
Limited multiple products/ services, including PEBs and structural steel
buildings across sectors such as commercial and high rises,
industrial and distribution facilities, health and education
buildings, and stadium and leisure centres, etc.
Zamil Steel Buildings 2003 Unlisted Zamil Steel Buildings India Private Limited was incorporated in
India Private Limited 2003. The company is engaged in the business of designing,
manufacturing, supply of Steel Structural materials, PEBs and
parts thereof. Its corporate office is located in Pune. Overall, Zamil
Steel has over 45 years of experience in this segment (Zamil Steel
Pre-Engineered Buildings Co. Ltd. was established in 1977 in
Dammam, Saudi Arabia.)
Notes:
*Data from international website
$$ Status as of 5th Feb 2025
1 Details about sector presence of the companies are taken from respective company websites and are not exhaustive.
2 EPack Prefab Technologies Ltd have filed DRHP on 21st January 2025
Note: This list is indicative and non-exhaustive.
Source: Company websites, annual reports available in the public domain/ filed with the RoC, Crisil Intelligence
PEB related Manufacturing plants and capacity
Company name Manufacturing plants* Installed capacity (MT/ annum) *
Bansal Roofing Products Ltd1 1 24,000
Everest Industries Ltd2 2 72,000
EPack Prefab Technologies Ltd3 3 133,924
BirlaNu Limited (formerly HIL Limited)4 N.A. N.A.
Interarch Building Products Ltd5 5 161,000
Kirby Building Systems & Structures India Pvt Ltd6 3 300,000
M & B Engineering Ltd7 2 103,800
Pennar Industries Ltd8 2 90,000
199Company name Manufacturing plants* Installed capacity (MT/ annum) *
Zamil Steel Buildings India Pvt Ltd9 1 100,000
N.A.: Not available
The values in the above table are on as reported basis, in line with the notes below and reflects the latest available information
* Related to PEB/structural steel
1 As per Bansal Roofing Product Limited annual report 2024, it has a manufacturing plant in Savli Taluka of Vadodara district. Additionally, the company
has capacity to produce up to 1,500 MT per month of roll forming products and 500 MT per month of pre-engineered buildings (PEB). The above capacity
is derived based on 2 shifts of 8 hours each.
2 According to Annual report of Everest Industries Ltd for FY24, it has capacity of 72,000 MT related to PEB. Everest has two manufacturing facilities
related to PEB as per its website accessed in June 2025.
3 As per EPack Prefab Technologies Ltd DRHP filings, the companys’ pre-engineered steel building capacity comprises of three manufacturing facilities
having an aggregate installed capacity of 133,924 MTPA as on 31st December 2024
4 As per BirlaNu Limited (formerly HIL Limited) fiscal 2024 annual report, company has 32 manufacturing facilities (including in Germany and Austria)
5 As per Interarch Building Products Ltd Q4FY25 investor presentation, it had aggregate installed capacity of 161,000 MTPA and 5 manufacturing
facilities in Uttarakhand, Andhra Pradesh & Tamil Nadu
6 Kirby Building Systems network produces ~515,000+ MT per annum across 7+ plants globally and 300,000 MT per annum in India as per its website
accessed in June 2025
7 M&B Engineering Ltd has two manufacturing facilities at Sanand, Gujarat and Cheyyar, Tamil Nadu for the manufacturing of PEBs and complex
structural steel components with a combined installed capacity of 103,800 MTPA as of March 31, 2025 for manufacturing PEBs.
8 Pennar Industries has 13 manufacturing plants as per its Q4 FY25 investor presentation. The company has 2 manufacturing plants related to PEBs in
India as per its Q4 FY25 investor presentation. Pennar Industries has manufacturing facility near Hyderabad with a production capacity of 90,000 MT
per annum for steel buildings as per its website accessed in June 2025.
9 Zamil Steel operates 12 manufacturing facilities around the world as per its website accessed in June 2025. Zamil Steel manufactures a total 500,000
MT of fabricated steel per annum as per its website accessed in June 2025.
Figure in the table represents capacity of the Ranjangaon, Pune manufacturing plant of the company (Pre-engineered buildings capacity of 80,000 MT per
annum + Structural Steel fabrication capacity of 20,000 MT per annum)
Source: Company filings, annual reports available in the public domain/ filed with the RoC, company websites, Crisil Intelligence
• M&B Engineering Ltd is one of India’s leading Pre-Engineered Buildings (PEB) players (installed capacity being
greater than 100,000 MTPA - M&B Engineering has installed capacity of 103,800 MTPA for PEB structures and
1,800,000 square metres per annum for self-supported roofing solutions as of March 31, 2025)
• M&B Engineering Ltd.’s Sanand Facility is the only PEB manufacturing facility in India with a certification from the
American Institute of Steel Construction (AISC), as per AISC website
6.2 Overview of key financial parameters
Vertical overview
Company Vertical Information Revenue
contribution**
Bansal Roofing Products Manufacture of Pre-Engineered Building and Roofing Products. 100%
Ltd*
Everest Industries Ltd1 Building Products (includes manufacturing and trading of roofing products, boards and 65%^^
panels, other building products and accessories
Steel Buildings (consist of manufacture and erection of pre– engineered and smart steel 35%^^
buildings and its accessories)
EPack Prefab Pre-engineered and Prefabricated Building Solutions 82%
Technologies Ltd^
EPS (Expanded Polystyrene) Packaging 18%
BirlaNu Limited (formerly Roofing solutions- Manufacturing and distributing Fibre Cement Sheets, Non-asbestos 31%^^
HIL Limited))1 Cement Sheets, Block joining mortars
Building Solutions- Manufacturing and distributing Fly Ash Blocks, Boards, Aerocon 15%^^
Panels and Dry-mix
Polymer Solutions- Manufacturing and distributing Pipes & Fittings, Wall Putty and 20%^^
Construction Chemicals
Flooring Solutions- Manufacturing and distributing Laminate, Engineered and Resilient 34%^^
Flooring, Skirtings and Wall Panel products
Others- Wind Power, Material Handling and Processing Plant and Equipments 0%2^^
Interarch Building Manufacturing, supply, erection and installation of pre- engineered buildings, metal 100%
Products Ltd* roofing & cladding system and metal false ceilings
Kirby Building Systems & Manufacture and construction of Pre-Engineered Buildings/ Steel Structurals / 100%
Structures India Pvt Ltd# Industrial Racking and components of iron and steel. It also provides designing,
drafting, and engineering services for construction of Pre-Engineered Buildings/ Steel
Structurals/ Industrial Racking and components of iron and steel.
M & B Engineering Phenix division (product portfolio for the Phenix Division consists of pre-engineered 77%
Limited@ buildings and structural steel. Offerings under PEBs includes main frames, secondary
structural components, accessories, etc. Structural steel offerings including H-Type
Beams, I-Type Beams, etc.
Proflex division (manufacture and install self-supported steel roofings) 23%
200Company Vertical Information Revenue
contribution**
Pennar Industries Ltd 1 4 Diversified Engineering (railways-wagons, steel, solar module mounting solutions, 52%^^
industrial boilers & heaters, chemicals & fuel additives, solar panels, precission tubes,
BIW, hydraulics and auto components.)
Custom designed building solutions & auxiliaries (Pre-engineered Buildings, 48%^^
construction equipments and Engineering Services)3
Zamil Steel Buildings The Company’s activities involve predominantly manufacturing of steel structures and 100%
India Pvt Ltd* parts thereof, which are considered to be within a single business segment since these
are subject to similar risks and returns. Accordingly, steel structures comprise the
primary basis of segmental information as set out in these financial statements.
Note:
* These financials are standalone as these companies do not have subsidiaries
** Revenue contribution is considered as disclosed in the respective company’s annual report and have not been reclassified by Crisil
# Financials for Kirby Building Systems & Structures India are on a calendar year basis (e.g., in the above table, Financial Year 2024 is calendar year
2023, etc)
^^ The numbers are as of FY25 basis Q4FY25 quarterly numbers reported by the companies
^ These are 2024 financial years numbers only
@ Segmental split as of FY25
1 Following formula has been used for calculating revenue contribution: Revenue of the respective segment / Total revenue
2 Revenue contribution of Others- Wind Power, Material Handling and Processing Plant and Equipments for BirlaNu Ltd (formerly HIL Limited) stood at
~0.2% in fiscal 2025
3 Pennar industries’ custom designed building solutions & auxiliaries vertical includes revenue from pre-engineered buildings, construction equipments
and engineering services.
Source: Company annual reports available in the public domain/ filed with the RoC, Crisil Intelligence
Revenue from operations (fiscal 2022-2025)
Company Name (Rs million) FY22 FY23 FY24 FY25 CAGR
(FY22-24)
Bansal Roofing Products Ltd* 725.9 932.5 1,057.0 966.3 20.7%
Everest Industries Ltd^ 13,647.1 16,476.3 15,754.5 17,228.2 7.4%
EPack Prefab Technologies Ltd^ 4,501.1 6,567.6 9,049.0 N.A 41.8%
BirlaNu Limited (formerly HIL Limited)^ 35,202.4 34,789.6 33,749.7 36,152.3 -2.1%
Interarch Building Products Ltd* 8,349.4 11,239.3 12,933.0 14,538.3 24.5%
Kirby Building Systems & Structures India Pvt Ltd# 17,248.1 23,123.8 23,957.0 N.A 17.9%
M & B Engineering Ltd^ 6,882.3 8,804.7 7,950.6 9,885.5 7.5%
Pennar Industries Ltd^ 22,657.5 28,946.2 31,305.7 32,265.8 17.5%
Zamil Steel Buildings India Pvt Ltd* 5,307.3 6,227.9 7,617.5 N.A 19.8%
Note:
FY25 numbers are as per Q4FY25 quarterly reports
*on standalone basis
# Financials for Kirby Building Systems & Structures India Pvt Ltd are on a calendar year basis (e.g., in the above table, Financial Year 2024 is calendar
year 2023, etc)
^Financial numbers of these companies include verticals other than PEB related and are reported at company level, which may not be completely and directly
comparable with the financial numbers of other PEB-focused players
Source: Company annual reports available in the public domain/ filed with the RoC, Crisil Intelligence
Operating Profit Before Depn. Interest and Taxes (OPBDIT) (fiscal 2022-2025)
Company Name (Rs million) FY22 FY23 FY24 FY25 CAGR (FY22-24)
Bansal Roofing Products Ltd* 57.4 69.1 65.7 91.8 6.9%
Everest Industries Ltd^ 689.5 675.2 409.6 299.0 -22.9%
EPack Prefab Technologies Ltd^ 355.4 515.3 869.9 N.A 56.5%
BirlaNu Limited (formerly HIL Limited)^ 3,914.0 2,229.2 1,244.5 585.8 -43.6%
Interarch Building Products Ltd* 328.9 1,063.8 1,130.2 1,362.4 85.4%
Kirby Building Systems & Structures India Pvt Ltd# 1,727.2 2,086.5 2,594.2 N.A 22.6%
M & B Engineering Ltd^ 418.3 664.3 796.2 1,263.8 38.0%
Pennar Industries Ltd^ 1,713.6 2,211.9 2,729.7 3,107.5 26.2%
Zamil Steel Buildings India Pvt Ltd*@ (96.6) 82.2 262.1 N.A n.m.
Note:
n.m.: not meaningful
FY25 numbers are as per Q4FY25 quarterly reports
*on standalone basis
OPBDIT=Profit/ (loss) for the year - Exceptional items, Share of profit/(loss) of equity accounted investees (net of tax), Share of profit/(loss) from joint venture
and Other income + (Finance costs, Depreciation and amortisation, and Total income tax expenses)
# Financials for Kirby Building Systems & Structures India Pvt Ltd are on a calendar year basis (e.g., in the above table, Financial Year 2024 is calendar
year 2023, etc)
^Financial numbers of these companies include verticals other than PEB related and are reported at company level, which may not be completely and directly
comparable with the financial numbers of other PEB-focused players
Source: Company annual reports available in the public domain/ filed with the RoC, Crisil Intelligence
201Profit after tax (PAT) (fiscal 2022-2025)
Company Name (Rs million) FY22 FY23 FY24 FY25 CAGR (FY22-24)
Bansal Roofing Products Ltd* 39.4 41.7 35.5 55.4 -5.1%
Everest Industries Ltd^ 440.9 423.6 180.0 -36.0 -36.1%
EPack Prefab Technologies Ltd^ 195.2 239.7 429.6 N.A 48.3%
BirlaNu Limited (formerly HIL Limited)^ 2,104.4 971.0 347.9 -329.0 -59.3%
Interarch Building Products Ltd* 171.3 814.6 862.6 1,078.3 124.4%
Kirby Building Systems & Structures India Pvt Ltd# 1,069.1 1,334.9 1,649.9 N.A 24.2%
M & B Engineering Ltd^ 163.1 328.9 456.3 770.5 67.3%
Pennar Industries Ltd^ 419.1 754.3 983.5 1,194.5 53.2%
Zamil Steel Buildings India Pvt Ltd* (204.4) (66.2) 98.9 N.A n.m.
Note:
n.m.: not meaningful
*on standalone basis
FY25 numbers are as per Q4FY25 quarterly reports
# Financials for Kirby Building Systems & Structures India Pvt Ltd are on a calendar year basis (e.g., in the above table, Financial Year 2024 is calendar
year 2023, etc)
^Financial numbers of these companies include verticals other than PEB related and are reported at company level, which may not be completely and directly
comparable with the financial numbers of other PEB-focused players
Source: Company annual reports available in the public domain/ filed with the RoC, Crisil Intelligence
Key ratios (fiscal 2024)
Company name OPBDIT% PAT% RoCE%$ RoE%$ RoCE% RoE% Net Fixed Assets
(inc. total net (inc. total Turnover Ratio
worth) net worth)
Bansal Roofing Products 6.2% 3.4% 16.8% 13.7% 16.8% 12.8% 3.6
Ltd*
Everest Industries Ltd^ 2.6% 1.1% 4.0% 3.1% 4.1% 3.0% 3.3
EPack Prefab Technologies 9.6% 4.7% 27.5% 29.9% 24.1% 25.4% 3.8
Ltd^
BirlaNu Limited (formerly 3.7% 1.0% 2.2% 3.5% 1.9% 2.8% 2.3
HIL Limited)^
Interarch Building 8.7% 6.6% 26.9% 20.4% 26.0% 19.4% 7.4
Products Ltd*
Kirby Building Systems & 10.8% 6.8% 70.2% 46.5% 54.0% 37.8% 11.0
Structures India Pvt Ltd#
M & B Engineering Ltd^ 10.0% 5.6% 21.8% 22.4% 19.2% 19.7% 5.5
Pennar Industries Ltd^ 8.7% 3.1% 16.5% 12.0% 15.3% 11.2% 3.4
Zamil Steel Buildings India 3.4% 1.3% 13.6% 9.5% 10.8% 9.0% 10.2
Pvt Ltd*
Note:
N.A.- Not Available
*on standalone basis
# Financials for Kirby Building Systems & Structures India Pvt Ltd are on a calendar year basis (e.g., in the above table, Financial Year 2024 is calendar
year 2023, etc)
^Financial numbers of these companies include verticals other than PEB related and are reported at company level, which may not be completely and directly
comparable with the financial numbers of other PEB-focused players
Formulae used in the above table are as follows:
OPBDIT % = OPBDIT / revenue from operations
PAT % = PAT / total income
RoCE$ (basis tangible equity) = Profit before interest and tax (PBIT) / average of capital employed
Capital employed: Total debt+ Total Deferred Tax Liability+ Total tangible equity
Return on Equity (RoE)$ (basis tangible equity) = PAT / average tangible net worth
RoE (including total net worth) = Profit/ (loss) for the year (Excluding share of minority in profits)/ Total equity (Excluding non-controlling interest)
Return on Capital Employed (including total net worth)=EBIT/ Capital employed.
Capital employed is calculated as the sum of Total equity (including non-controlling interest), Non-current borrowings and Current borrowings while EBIT is
calculated as OPBDIT add Other income, share of profit/(loss) of equity accounted investees (net of tax) and share of profit/(loss) from joint venture less
depreciation and amortization
Net Fixed Assets Turnover Ratio = Revenue from operations for the year/ Net Property, plant and equipment, Capital work-in-progress, Goodwill, Intangible
assets, Intangible assets under development and Right-to-use assets
Source: Company annual reports available in the public domain/ filed with the RoC, Crisil Intelligence
Key ratios (fiscal 2025)
Company name OPBDIT% PAT% RoCE%$ RoE%$ RoCE% RoE% Net Fixed Assets
(inc. total net (inc. total Turnover Ratio
worth) net worth)
Bansal Roofing Products 9.5% 5.7% 21.7% 18.2% 20.6% 16.7% 3.3
Ltd*
202Company name OPBDIT% PAT% RoCE%$ RoE%$ RoCE% RoE% Net Fixed Assets
(inc. total net (inc. total Turnover Ratio
worth) net worth)
Everest Industries Ltd^ 1.7% -0.2% 0.8% -0.6% 0.7% -0.6% 3.0
EPack Prefab N.A. N.A. N.A. N.A. N.A. N.A. N.A.
Technologies Ltd^
BirlaNu Limited (formerly 1.6% -0.9% -3.4% -3.5% -3.0% -2.7% 2.1
HIL Limited)^
Interarch Building 9.4% 7.3% 23.5% 18.0% 18.9% 14.4% 6.4
Products Ltd*
Kirby Building Systems & N.A. N.A. N.A. N.A. N.A. N.A. N.A.
Structures India Pvt Ltd
M & B Engineering Ltd^ 12.8% 7.7% 26.1% 28.7% 24.8% 25.1% 5.6
Pennar Industries Ltd^ 9.6% 3.7% 16.4% 12.8% 15.7% 11.9% 3.3
Zamil Steel Buildings N.A. N.A. N.A. N.A. N.A. N.A. N.A.
India Pvt Ltd*
Note:
N.A.- Not Available
*on standalone basis
FY25 numbers are as per Q4FY25 quarterly reports
^Financial numbers of these companies include verticals other than PEB related and are reported at company level, which may not be completely and directly
comparable with the financial numbers of other PEB-focused players
Formulae used in the above table are as follows:
OPBDIT % = OPBDIT / revenue from operations
PAT % = PAT / total income
RoCE$ (basis tangible equity) = Profit before interest and tax (PBIT) / average of capital employed
Capital employed: Total debt+ Total Deferred Tax Liability+ Total tangible equity
Return on Equity (RoE)$ (basis tangible equity) = PAT / average tangible net worth
RoE (including total net worth) = Profit/ (loss) for the year (Excluding share of minority in profits)/ Total equity (Excluding non-controlling interest)
Return on Capital Employed (including total net worth)=EBIT/ Capital employed.
Capital employed is calculated as the sum of Total equity (including non-controlling interest), Non-current borrowings and Current borrowings while EBIT is
calculated as OPBDIT add Other income, share of profit/(loss) of equity accounted investees (net of tax) and share of profit/(loss) from joint venture less
depreciation and amortization
Net Fixed Assets Turnover Ratio = Revenue from operations for the year/ Net Property, plant and equipment, Capital work-in-progress, Goodwill, Intangible
assets, Intangible assets under development and Right-to-use assets
Source: Company annual reports available in the public domain/ filed with the RoC, Crisil Intelligence
203OUR 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 and uncertainties. Prospective investors should read “Forward-Looking
Statements” beginning on page 17 for a discussion of the risks and uncertainties related to those statements along with “Risk
Factors”, “Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results of
Operations” beginning on pages 28, 300 and 363, 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.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references
to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the
context otherwise requires, the financial information for Fiscal 2025, Fiscal 2024, and Fiscal 2023, included herein is based
on or derived from our Restated Consolidated Financial Statements included in this Prospectus. For further information, see
“Restated Consolidated Financial Statements” beginning on page 300. Please also refer to “Definitions and Abbreviations”
on page 1 for certain terms used in this section. The Restated Consolidated Financial Statements is based on our audited
financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations. Our audited
financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material respects
with IFRS and U.S. GAAP. For details, see “Risk Factors – Certain differences exist between Ind AS used to prepare our
financial information and other accounting principles, such as US GAAP and IFRS which may affect investors’ assessments of
our Company’s financial condition” on page 72.
Unless the context otherwise requires, in this section, references to “we”, “us”, “our” “our Company” or “the Company”
refers to M&B Engineering Limited and its Subsidiaries on a consolidated basis.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled
“Assessment of Pre-engineered buildings, structural steel and self-supported roofing industries” dated July, 2025 (the
“CRISIL Report”) which is exclusively prepared for the purpose of the Offer and issued by CRISIL Intelligence, a division of
CRISIL Limited (“CRISIL”) and is exclusively commissioned for an agreed fee and paid for by the Company in connection
with the Offer. CRISIL was appointed pursuant to the engagement letter entered into with our Company dated June 17, 2025.
CRISIL is not related in any other manner to our Company. The data included herein includes excerpts from the CRISIL Report
and may have been re-ordered by us for the purposes of presentation. Further, the CRISIL Report was prepared on the basis
of information as of specific dates and opinions in the CRISIL Report may be based on estimates, projections, forecasts and
assumptions that may be as of such dates. CRISIL has prepared this study in an independent and objective manner, and it has
taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing
the CRISIL Report based on the information obtained by it from sources which it considers reliable. 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 calendar year. A copy of the CRISIL Report was made
available on the website of our Company at www.mbel.in from the date of the Red Herring Prospectus until the Bid/ Offer
Closing Date. Further, the CRISIL Report is not a recommendation to invest or disinvest in any company covered in the report.
Prospective investors are advised not to unduly rely on the CRISIL Report. The views expressed in the CRISIL Report are that
of CRISIL. For more information and risks in relation to commissioned reports, see “Risk Factors - Certain sections of this
Prospectus contain information from the CRISIL Report which we commissioned and purchased and any reliance on such
information for making an investment decision in the Offer is subject to inherent risks” on page 67. Also see, “Certain
Conventions, Presentation of Financial, Industry and Market Data – Industry and Market Data” on page 15.
Overview
We are one of India’s leading Pre-Engineered Buildings (“PEBs”) players (installed capacity being greater than 100,000
MTPA). Our Company has installed capacity of 103,800 MTPA related to PEB structures and 1,800,000 square metres per
annum for Self-Supported Roofing solutions as on March 31, 2025. (Source: CRISIL Report). For details, see “Industry
Overview- Assessment of Competitive Landscape of Pre-Engineered Buildings Industry in India - Overview of key players” on
page 198. Our business is structured into (a) Phenix division which provides comprehensive solutions for PEBs and complex
structural steel components; and (b) Proflex division which provides self-supported steel roofing solutions. We offer our
customers comprehensive turn-key solutions which includes project design, engineering, manufacturing and erection in
accordance with customer requirements across industrial and infrastructure segments. We have delivered solutions for our
customers engaged in diverse sectors including general engineering and manufacturing, food and beverages, warehousing and
logistics, power, textiles, and railways. We have undertaken execution of over 9,500 projects until the end of March 2025 under
our Phenix and Proflex Divisions.
The Indian PEB industry expanded at a CAGR of ~8.3% over Fiscals 2019-2025 growing from INR 130 billion in Fiscal 2019
to INR 210 billion in Fiscal 2025 (Source: CRISIL Report). The self-supported roofing market in India logged a CAGR of 6.1%
between Fiscals 2019 and 2025 to reach INR 3.0 billion in Fiscal 2025 (Source: CRISIL Report). As per the CRISIL Report,
204brand, design capabilities, prior experience, pricing, manufacturing capability, project management expertise and pan-India
presence are key selection criteria for PEB suppliers. We believe that our extensive track record, domain experience, established
brand presence and market position, paired with our in-house design and engineering, manufacturing, supply, and on-site project
management capabilities for the installation and erection of PEBs and self-supported steel roofings supplied by us, positions us
to benefit from this growth.
Our Phenix Division (i) provides comprehensive solutions for PEBs which includes estimation, designing, engineering and
manufacturing of PEBs and their components within the controlled environment of our Manufacturing Facilities, which are
then supplied, installed and erected under our team’s supervision at our customers’ manufacturing sites; and (ii) manufactures
complex structural steel components for our customers across a variety of end-user industries for projects including the
construction of bridges, flyovers, power plant structures and other industrial applications. We have a dedicated design and
engineering in-house team of 98 employees as on March 31, 2025 who create 3D models of PEBs and structural steel using
software including STAAD PRO, STAAD PRO ADVANCED, MBS, TEKLA/ TRIMBLE, ZWCAD and BricsCAD. For
business process efficiency, our operations are run on SAP-H4 Hana. The integrated Manufacturing Facilities of our Phenix
Division have an annual installed capacity of 103,800 MT as on March 31, 2025 which enable us to provide comprehensive
solutions to our customers. Over 15 years of operating our Phenix Division, we have been involved in the execution of over
1,600 projects involving the supply of around 640,000 MT of PEBs and structural steel across a diverse set of customers across
end-user industries in 22 countries.
Through the Proflex Division, we manufacture and install self-supported steel roofings for projects across India. During the 23-
year operational history of our Proflex Division we have installed over 18.5 million square metres of roofing by being involved
in the execution of over 7,900 projects across India and catering to our customers operating in diverse set of end-user industries.
Set out below is a breakdown of our consolidated revenue from operations from our Phenix Division and Proflex Division in
Fiscal 2025, Fiscal 2024, and Fiscal 2023 together with such revenue contribution as a percentage of revenue from operations:
Divisions Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue As a percentage Revenue As a percentage Revenue As a percentage
contribution (in ₹ of our contribution (in ₹ of our contribution (in ₹ of our
million) consolidated million) consolidated million) consolidated
revenue from revenue from revenue from
operations (%) operations (%) operations (%)
Phenix Division 7,646.90 77.35% 5,802.28 72.98% 6,287.92 71.42%
Proflex Division 2,238.64 22.65% 2,145.00 26.98% 2,424.35 27.53%
Others* - - 3.32 0.04% 92.43 1.05%
Total 9,885.54 100.00% 7,950.60 100.00% 8,804.70 100.00%
* Others includes revenue contribution from Modtech Machines Private Limited. Modtech Machines Private Limited is engaged in the business of
manufacturing investment casting machines, automation equipment and systems and other related products.
Over 23 years of our operations, we have undertaken execution of over 9,500 projects. In Fiscal 2025, Fiscal 2024, and Fiscal
2023, we have served more than 2,000 customer groups from across diverse industries including from general engineering and
manufacturing, food and beverages, warehousing and logistics, power, textiles and railways. Some of our notable customers
include Adani Green Energy Limited, Adani Ports and Special Economic Zone Limited, Adani Logistics Limited, AIA
Engineering Limited, Alembic Pharmaceuticals Limited, Tata Advanced Systems Limited, Balaji Wafers Private Limited,
Elecon Engineering Co Limited, Gujarat Tea Processors and Packers Limited, Intas Pharmaceuticals Limited, Lubi Industries
LLP, PSP Projects Limited, Everest Food Products Private Limited, Arvind Limited, Inductotherm (India) Private Limited,
Haldiram Foods International Private Limited, SMC Power Generation Limited, Oriental Rubber Industries Limited, Shree
Ram Industries, Satyam Plastfab Private Limited and Laxmi Hydraulics Private Limited. We have had a relationship with of
more than 15 years with some of our customers. Based on our execution track record we have developed strong relationships
with our customers which is reflected in repeat orders from our customers. Our number of customer and/or customer groups,
number of repeat customer and/or customer groups and revenues from repeat orders from customers for Fiscal 2025, Fiscal
2024, and Fiscal 2023 is as set out below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of customer and/or customer groups 787 826 741
Number of repeat customer and/or customer groups 246 297 254
Revenues from repeat customers* (in ₹ millions) 5,666.87 5,824.51 5,776.98
Revenues from repeat customers as % of our consolidated 57.32% 73.26% 65.61%
revenues from operations
* Revenues from repeat customers is revenues from customers and/ or customer groups where our Company would have recognized revenues from such
customer and/ or customer groups in at least one fiscal during the last three fiscals preceding the fiscal for which the data is being disclosed.
Some of our marquee projects include (a) over 62,000 square metres PEB installation for the automobile manufacturing plant
of a global automobile manufacturer located at Ahmedabad, Gujarat; (b) over 285,000 square metres PEB installation for a
textile plant for a major textile company at Hoshangabad, Madhya Pradesh; (c) over 125,000 square metres PEB installation
205for a multinational home appliance manufacturer based out of Noida; (d) over 57,000 square metres PEB installation for a
warehouse for a multinational e-commerce company at Ahmedabad, Gujarat; (e) approximately 90,000 square metres ‘A’ frame
structure with a centre height of 42 metres and clean span of 84 metres specially designed for the sugar storage requirements of
a major Indian sugar company in Kandla, Gujarat; (f) approximately 3,000 square metres PEB installation with a retractable
(openable) roof structure for a Kolkata based shipyard; (g) over 5,500 square metres PEB installation for an indoor multi-use
facility at Texas, US; (h) over 18,000 square metres PEB installation for a temple at New Jersey, US; (i) over 300 projects in
the railway sector with cumulative installation of 0.6 million square metres wherein the self-supporting roofing solution covered
railway infrastructure elements such as platforms, workshops, coach factories, service and repair sheds, warehouses and stock
sheds, including the self-supported roofing solution installed at the Hubli Railway station platform which extends for 1.4
kilometres, and custom designed roofing solutions for the Vande Bharat Depots; (j) self-supported roofing structure for a major
Indian milk co-operative society at Anand, Gujarat; (k) self-supported roofing structure for a major Indian sugar company at
Rajpura, Uttar Pradesh.
We have two manufacturing facilities at Sanand, Gujarat and Cheyyar, Tamil Nadu for the manufacturing of PEBs and complex
structural steel components with a combined installed capacity of 103,800 MTPA as of March 31, 2025 for manufacturing
PEBs. While our Sanand facility started operations in 2008, our Cheyyar Facility became operational in 2024. Our Proflex
Division operates a fleet of 14 mobile manufacturing units which we use to manufacture self-supported steel roofing. These
mobile manufacturing units allow us to cater to our customers in a wide geographic expanse. Each of our mobile manufacturing
unit is equipped with a panel manufacturing machine, a telescopic crane and other ancillary equipment. As of March 31, 2025,
the installed capacity in our Proflex Division for manufacturing self-supported roofings was 18,00,000.00 square metres per
annum.
Our manufacturing infrastructure is complemented by our stringent quality and safety standards and processes which are
evidenced by our ISO certification. Our Sanand Facility is also recognized by the Research Design and Standards Organization
of the Indian Railways, Factory Mutual Global (“FM Global”) and the National Accreditation Board for Testing and
Calibration Laboratories (“NABL”). We have also received an approval letter from the Chief Engineer (Navy) for registration
in relation to design, manufacture and erection of PEB structures. Our Sanand Facility is the only PEB manufacturing facility
in India with a certification from the American Institute of Steel Construction (“AISC”), as per AISC website (Source: CRISIL
Report). As of March 31, 2025, our dedicated in-house project management team constituting of 149 employees is critical to
enable us to provide our erection and installation services at the customers’ site.
Our domestic presence is anchored by our marketing head office in Ahmedabad which is complemented by a strategic network
of regional offices or representatives stationed in key cities across India including Mumbai, Chandigarh, Jaipur, Lucknow,
Rajkot, Surat, Nagpur, Pune, Hyderabad, Delhi, Chennai and Bengaluru. Our representatives situated in various regions serve
as marketing agents, facilitating business development activities for the Company. By engaging directly with potential
customers, they create awareness of the Company’s solutions, foster relationships, and gather insights that aid in adapting
products and strategies to meet regional needs effectively. This approach enhances the Company’s reach and supports growth
in diverse markets through tailored on the ground interactions. The map below sets out the presence of our offices and
representatives of our Phenix Division and Proflex Division in India:
206Our Company has a management team with industry experience in each of its PEB and self-supported roofing industry verticals.
We have dedicated teams for each division of Phenix and Proflex, led by experienced professionals in key areas such as plant
operations, quality control, sales and marketing, procurement and finance, which enables us to be well-equipped to respond to
evolving industry demands and opportunities. We benefit from the industry experience, vision and guidance of our Individual
Promoters, who have cumulative experience of more than 150 years in the PEB and self-supported roofing industry. We believe
that the combination of our experienced Board of Directors, our dynamic key managerial personnel and senior management
personnel and our skilled employees positions us well to capitalize on future growth opportunities.
Key Financial Information
We have established a track record of delivering strong financial performance. The table below sets out details of our key
financial metrics for Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Metric For the Financial Year ended
March 31,2025 March 31, 2024 March 31, 2023
Revenue from Operations (₹ million) 9,885.54 7,950.60 8,804.70
EBITDA (₹ million) 1,263.77 796.22 664.30
EBITDA Margin (%) 12.78% 10.01% 7.54%
Restated Profit/(Loss) for the Year (₹ million) 770.47 456.34 328.92
PAT Margin (%) 7.73% 5.65% 3.70%
Return on Equity (%) 25.13% 19.68% 18.89%
Return on Capital Employed (%) 24.80% 19.17% 19.70%
Net Debt (₹ million) 1,013.18 1,056.10 231.40
Net Debt to EBITDA (times) 0.80 1.33 0.35
Net Debt to Equity (times) 0.33 0.45 0.13
Net Fixed Assets Turnover Ratio (times) 5.56 5.54 10.91
Net Working Capital (in ₹ million) 2,880.90 2,414.48 1,597.32
Net Working Capital Days (No of days) 106 111 66
Installed Capacity (MTPA) 103,800.00 72,000.00 72,000.00
Installed Capacity for self-roofing systems (square meters) 1,800,000.00 16,50,000.00 16,50,000.00
Number of manufacturing plants (In Number) 2 1 1
Notes:
1. The above financial information has been extracted or derived from the Restated Consolidated Summary Statements.
2. EBITDA is calculated as Restated Profit/(Loss) for the year less Other income add Finance costs, Depreciation and amortisation, and Total income tax
expenses
2073. EBITDA Margin is calculated as EBITDA divided by Revenue from operations
4. PAT Margin is calculated as Restated Profit/(Loss) for the year divided by Total income
5. Return on Equity is calculated as Restated Profit/(Loss) for the year (Excluding share of minority in profits) divided by Total equity (Excluding non-
controlling interest)
6. Return on Capital Employed is calculated as EBIT divided by Capital employed. Capital employed is calculated as the sum of Total equity (including
non-controlling interest), Non-current borrowings and Current borrowings while EBIT is calculated as EBITDA add Other income less Depreciation
and amortization
7. Net Debt is calculated as the sum of Non-current borrowings and Current borrowings less cash and cash equivalents and other bank balances
8. Net Debt to EBITDA is calculated as Net Debt divided by EBITDA
9. Net Debt to Equity is calculated as Net Debt divided by Total Equity (including non-controlling interest)
10. Net Fixed Assets Turnover Ratio is calculated as Revenue from operations for the year divided by Net Property, plant and equipment, Capital work-in-
progress, Intangible assets, and Right-to-use assets
11. Net Working Capital is calculated as Inventories add Trade Receivables (current) less Trade Payables (micro and small enterprises and other than micro
and small enterprises).
12. Net Working Capital Days is calculated as Net Working Capital divided by Revenue from operations multiplied by 365.
13. Installed Capacity (MTPA) indicates the capacity for production of pre-engineered buildings which generally determines the overall capacity of the
manufacturing facility.
14. Installed capacity for self-roofing systems (in square meters) indicates the facility's production capability and generally indicates the overall
manufacturing capacity of the facility
15. Number of manufacturing plants indicates the number of operational manufacturing plants at the end of the specific fiscal.
Strengths
One of the leading players in terms of installed capacity in the domestic PEB industry with presence in international markets
We are one of India’s leading Pre-Engineered Buildings (“PEBs”) players (installed capacity being greater than 100,000
MTPA). Our Company has installed capacity of 103,800 MTPA related to PEB structures and 1,800,000 square metres per
annum for Self-Supported Roofing solutions as on March 31, 2025. (Source: CRISIL Report). We believe that we have been
able to achieve such leadership position by leveraging on our comprehensive suite of services and integrated manufacturing
facilities, ability to deliver solutions, strong focus on customer service and our well-established track record of over 9,500
projects undertaken for execution. We believe that our leadership position offers us competitive advantages such as reduced
costs due to economies of scale and better pricing power.
Our business footprint spans across geographies. We export PEBs as well as complex structural steel components to 22
countries, including the United States of America. Since Fiscal 2010, we have served customers in 22 countries, including
customers in US, Brazil, South Africa, Qatar, Sri Lanka, Morocco, Nigeria, Kenya and Seychelles. In Fiscal 2025, Fiscal 2024,
and Fiscal 2023 our revenue from operations for sales outside India was ₹ 645.98 million, ₹191.99 million, and ₹602.57 million,
which represented 6.53%, 2.41%, and 6.84% of our consolidated revenue from operations, respectively. Set out below is a map
with highlights indicating the countries where we have undertaken sales to customers since Fiscal 2010:
We are pursuing opportunities in the global markets by having established a wholly owned subsidiary in the US which operates
a marketing and sales office in Texas. This strategic move is aimed at leveraging the business potential of the North and South
208American markets through a dedicated front marketing company. As per the CRISIL Report, the global PEB market was valued
at $20-22 billion in 2024 compared with $15-17 billion in 2019.
We provide a wide range of specialised products and services, making us a comprehensive solution provider for our
customers
As an integrated manufacturing partner providing ‘design-led-manufacturing’ solutions to our customers, we provide designs,
engineering solutions, manufacturing and testing to ensure that our structures meet robust standards in reliability, safety and
performance. At the core of our operations, we specialize in innovative design, manufacturing and installation of pre-engineered
metal buildings, complex structural steel components and self-supported steel roofing. Combining the strengths of our Phenix
and Proflex divisions, we have the flexibility to cater to requirements of diverse set of our customers, ranging from small scale
projects to large scale projects.
We offer solutions to our customers which can range from simple PEB structures as may be required for a warehousing
application to complicated constructions as demonstrated by the PEB installation with a retractable (openable) roof structure
which we delivered for a Kolkata based shipyard. We believe that our experience of handling over 9,500 projects spanning
terrains, geographical regions, end-use applications, customer specification for span length and materials, delivery timelines
and size have enabled us to demonstrate to our customers as well as potential customers our credentials.
Set out below is a breakdown of revenue from operations from our Phenix Division and Proflex Division in Fiscal 2025, Fiscal
2024, and Fiscal 2023 together with such revenue contribution as a percentage of revenue from operations:
Divisions Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue As a percentage Revenue As a percentage Revenue As a percentage
contribution of our contribution of our contribution of our
(in ₹ million) consolidated (in ₹ million) consolidated (in ₹ million) consolidated
revenue from revenue from revenue from
operations (%) operations (%) operations (%)
Phenix Division 7,646.90 77.35% 5,802.28 72.98% 6,287.92 71.42%
Proflex Division 2,238.64 22.65% 2,145.00 26.98% 2,424.35 27.53%
Others* - - 3.32 0.04% 92.43 1.05%
Total 9,885.54 100.00% 7,950.60 100.00% 8,804.70 100.00%
* Others includes revenue contribution from Modtech Machines Private Limited. Modtech Machines Private Limited is engaged in the business of
manufacturing investment casting machines, automation equipment and systems and other related products.
Our Phenix Division has integrated manufacturing operations through which we provide comprehensive solutions to the
customers which includes estimation, designing, engineering and manufacturing of PEBs within the controlled environment of
our Manufacturing Facilities, which are then supplied, installed and erected under supervision through on-site project
management. Our comprehensive solutions ensure reliability, efficiency and cost-effectiveness for the customers and allows us
to control quality, reduce lead time and optimize cost.
As part of our operations in connection with the manufacturing of PEBs, we manufacture primary structural members (including
main frame columns, end-wall posts, rafters and other main support members), secondary structural members (including purlins
and girts, eave strut, cable, angle, pipe, rod bracing and wide bay truss purlins), claddings, and procure accessories (including
fasteners, sliding doors, walk-way doors, insulation, glazing windows, roof curb, fixed ventilators, turbo, vents, roll-up doors
and ridge vent). Our products are customized, designed and manufactured as per the requirement of our customers. As per the
CRISIL Report, PEBs have advantages over traditional constructions including (i) better quality control (ii) being more
sustainable, (iii) having faster construction timelines and (iv) cost optimisation.
Our Phenix Division also manufactures complex structural steel components using HR plates, universal beam/ universal
channel, Indian sections, circular hollow sections, rectangular hollow sections, parallel flange channels, wide flange beams, W
section, equal/ unequal angles, ISMB beams, ISMC channel. We manufacture these structural steel components using various
steel grades including A36, S355, IS 2062-E250, E350, E410 and E450. The structural steel components manufactured by us
have applications in a wide range of end user industries such as industries including airports, bridges and flyovers, heavy
industries, multi-storeyed buildings, oil and gas, petrochemicals and power projects.
Through our Proflex Division, we provide comprehensive self-supported steel roofing solutions wherein we first determine the
optimal thickness of steel required for each project using proprietary software to run building parameters. This analysis forms
the basis for pricing and for preparing our proposals. Upon receiving the project, we supply technical data to the client for
preparing the civil structure. Upon completion of the structure, our mobile manufacturing equipment is transported to the
customers’ site where the production of roofing panels commences. Upon manufacturing of the panels, the panels are
mechanically seamed and installed on the civil structure with the use of cranes. The roofing solutions are designed,
manufactured and installed as per the specifications and requirements of our customers. We also provide value added products
and services to our customers including side wall, gable wall cladding, ventilators, skylights and HVLS fans.
209Relationships with customers across a diverse set of industries with an order book of ₹ 8,428.38 million as of June 30, 2025
Over the period of our operations, we have undertaken execution of over 9,500 projects and have established long-term
relationships with our diverse set of customers across industries we cater to. We believe that our ability to address the varying
and stringent customer requirements over long periods enables us to obtain additional business from existing clients as well as
new clients. Through both our Phenix Division and Proflex Division, we provide our products and services to a diverse range
of customers operating across varied industries. Some of our notable customers include Adani Green Energy Limited, Adani
Ports and Special Economic Zone Limited, Adani Logistics Limited, AIA Engineering Limited, Alembic Pharmaceuticals
Limited, Tata Advanced Systems Limited, Balaji Wafers Private Limited, Elecon Engineering Co Limited, Gujarat Tea
Processors and Packers Limited, Intas Pharmaceuticals Limited, Lubi Industries LLP, PSP Projects Limited, Everest Food
Products Private Limited, Arvind Limited, Inductotherm (India) Private Limited, Haldiram Foods International Private Limited,
SMC Power Generation Limited, Oriental Rubber Industries Limited, Shree Ram Industries, Satyam Plastfab Private Limited
and Laxmi Hydraulics Private Limited. Our revenues split across industries of our end-customers for Fiscal 2025, Fiscal 2024,
and Fiscal 2023 is as under:
Industry Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue As a percentage Revenue As a percentage Revenue As a percentage
contribution (in of our contribution (in of our contribution (in of our
₹ million) consolidated ₹ million) consolidated ₹ million) consolidated
revenue from revenue from revenue from
operations (%) operations (%) operations (%)
General 542.98 5.49% 1,629.00 20.49% 498.06 5.66%
Engineering &
Manufacturing
Food and 1,686.40 17.06% 1,530.88 19.25% 415.32 4.72%
Beverages
Warehousing and 1,560.19 15.78% 1,288.54 16.21% 2,385.77 27.10%
Logistics
Auto and Auto 1,704.85 17.25% 1,000.06 12.58% 759.03 8.62%
Ancillaries
Power 882.78 8.93% 316.13 3.98% 1,681.19 19.09%
Railways 217.27 2.20% 232.16 2.92% 188.36 2.14%
Building 113.37 1.15% 214.96 2.70% 181.93 2.07%
Materials
Plastic 30.08 0.30% 186.40 2.34% 33.88 0.38%
Sports & Event 223.55 2.26% 176.68 2.22% 132.71 1.51%
Venues
Metals & Mining 229.90 2.33% 174.40 2.19% 197.86 2.25%
Infrastructure 1,183.82 11.98% 116.32 1.46% 189.33 2.15%
Pharmaceuticals 608.97 6.16% 105.74 1.33% 52.89 0.60%
Scrap Vendors 88.09 0.89% 82.87 1.04% 100.84 1.15%
Construction and 35.49 0.36% 73.64 0.93% 363.17 4.12%
Real Estate
Agriculture 17.29 0.17% 69.74 0.88% 304.85 3.46%
EPC & 2.76 0.03% 66.17 0.83% 393.73 4.47%
Consultants
Chemicals 66.30 0.67% 65.73 0.83% 76.07 0.86%
Textiles 63.86 0.65% 63.90 0.80% 28.84 0.33%
Packaging 41.66 0.42% 54.78 0.69% 113.86 1.29%
Educational 58.09 0.59% 43.15 0.54% 205.33 2.33%
Institutions
Others 527.85 5.34% 459.34 5.78% 501.66 5.70%
Total 9,885.54 100.00% 7,950.60 100.00% 8,804.70 100.00%
* Note: Industry classification is based on information available with us and our understanding of the principal business of our customers. ‘Others’ includes
end-user industries which are not classified into any of the industries mentioned above such as edible oil manufacturers, charitable institutions and
animal welfare organizations.
As of June 30, 2025, we had an order book of ₹8,428.38 million. Set out below is the split of our order book from our Phenix
and Proflex Division, as of June 30, 2025, March 31, 2025, as of March 31, 2024, and as of March 31, 2023:
Division Order book Order book Order book Order book
contribution (in ₹ contribution (in ₹ contribution (in ₹ contribution (in ₹
million) as of June million) as of March million) as of March million) as of
30, 2025 31, 2025 31, 2024 March 31, 2023
Phenix Division 6,335.66 6,129.93 4,378.47 3,206.35
Proflex Division 2,092.72 1,898.78 1,528.27 1,071.48
Total 8,428.38 8,028.71 5,906.74 4,277.83
210We believe our customer relationships are primarily led by our ability to develop processes, meet stringent quality and technical
specifications and complete the designing, manufacturing, erection and installation for our customers in a timely and cost-
effective manner. As a result, we have a history of high customer retention and have been providing services for certain
customers for a number of years. We believe that such long-term association with our customers offers us competitive
advantages such as revenue visibility, industry goodwill, a deep understanding of the requirements of our customers and is a
testament to the quality of our products and services. Our revenues from repeat orders from customers for Fiscal 2025, Fiscal
2024, and Fiscal 2023 is as set out below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenues from repeat customers* (in ₹ million) 5,666.87 5,824.51 5,776.98
Revenues from repeat customers as % of our 57.32% 73.26% 65.61%
consolidated revenues from operations
* Revenues from repeat customers is revenues from customers and/ or customer groups where our Company would have recognized revenues from such
customer and/ or customer groups in at least one fiscal during the last three fiscals preceding the fiscal for which the data is being disclosed.
We believe that our enduring customer relationships serve as a clear testament to our commitment to quality, as well as our
advanced design, engineering and manufacturing capabilities. We believe that as a result of our long-standing relationships
with our customers, we are well equipped to retain our presence in the market and build upon these relationships to increase
our product base and reach out to new customers. These enduring customer relationships have helped us expand our product
and service offerings and geographic reach. Our long-term relationships and ongoing active engagements with customers also
allow us to plan our capital expenditure, enhance our ability to benefit from increasing economies of scale, thereby ensuring a
competitive cost structure to achieve sustainable growth and profitability.
Strategically located manufacturing facilities for PEBs with comprehensive in-house design and engineering capabilities
and 14 mobile manufacturing units for self-supported roofing systems
We are one of India’s leading Pre-Engineered Buildings (“PEBs”) players (installed capacity being greater than 100,000
MTPA). Our Company has installed capacity of 103,800 MTPA related to PEB structures and 1,800,000 square metres per
annum for Self-Supported Roofing solutions as on March 31, 2025. (Source: CRISIL Report).
The cost of transportation of PEB components constitutes a part of the overall pricing of the project. We have two manufacturing
facilities at Sanand, Gujarat and Cheyyar, Tamil Nadu for the manufacturing of PEBs and complex structural steel components.
Our Sanand Facility is strategically located to cater to the customers in Western India, Northern India and Central India, as well
as by close connectivity to ports in the state of Gujarat while our Cheyyar Facility is well placed to cater to the requirements of
potential customers in South India. Our Company has utilized land area of around 33,737.75 square metres in Sanand Facility
and 21,917.76 square metres in Cheyyar Facility.
The table below sets forth the installed production capacity and the capacity utilization of our Sanand Facility and our Cheyyar
Facility for Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Facility and Units As of and for the year ended March As of and for the year ended March As of and for the year ended March
Product 31, 2025 31, 2024 31, 2023
Segment Annual Actual Capacity Annual Actual Capacity Annual Actual Capacity
Installed Production Utilization* Installed Production Utilization* Installed Production Utilization*
Capacity* * Capacity* * Capacity* *
Sanand MTPA 72,000.00 45,556.49 63.27% 72,000.00 41,845.30 58.12% 72,000.00 43,483.19 60.39%
Facility-Pre-
Engineered
Buildings
Cheyyar MTPA 31,800.00 6,323.21 23.34***% NA# NA# NA# NA# NA# NA#
Facility
As certified by Chetan Brahmania, Chartered Engineer, by way of certificate dated July 16, 2025.
Note: Installed capacity and actual production indicate the capacity for production of pre-engineered buildings which generally determines the overall capacity
of the manufacturing facility. This does not include the individual capacity for manufacturing specific primary and secondary structural components for pre-
engineered buildings, structural steel components such as beams, channels, hollow sections which generally form part of the pre-engineered buildings.
* It is assumed operations of 365 days a year and 3-shift operation of 8 hours a day for calculation of Installed Capacity of respective facilities of the
Company.
# Our Cheyyar Facility was commissioned on May 23, 2024, with an existing capacity of 31,800 MTPA.
** Capacity utilization has been calculated on the basis of actual production during the relevant fiscal year divided by the aggregate installed capacity of
relevant manufacturing facilities as of the end of the relevant fiscal year.
*** Capacity utilization for the Cheyyar facility for the year ended March 31, 2025 has been calculated by dividing the actual production for the period by
85% of the annualized installed capacity.
The Sanand and Cheyyar Facilities are equipped with equipment and systems which include high precision CNC machinery,
plasma cutting torches, oxy acetylene cutting torches, beam welding machines, online shot blasting and painting systems, sheet
profiling machine and integrated purlin forming and painting lines. We have made efforts to adopt uniform manufacturing
211standards with robust controls across all our facilities. Our manufacturing infrastructure is complemented by our stringent
quality and safety standards and processes which are evidenced by our ISO certification. Our Sanand Facility is also recognized
by the Research Design and Standards Organization of the Indian Railways, FM Global and NABL. We have also received an
approval letter from the Chief Engineer (Navy) for registration in relation to design, manufacture and erection of PEB structures.
Our Sanand Facility is the only PEB manufacturing facility in India with a certification from American Institute of Steel
Construction (AISC), as per AISC website (Source: CRISIL Report). These accreditations demonstrate the standards of quality
systems and procedures adopted at our Sanand Facility.
Our Proflex Division operates a fleet of 14 mobile manufacturing units which allows us to address our customers in a wide
geographic expanse. Each of our mobile manufacturing unit is equipped with a panel manufacturing machine, a telescopic crane
and other ancillary equipment. The installed capacity and capacity utilization for our mobile manufacturing units for Fiscal
2025, Fiscals 2024, and 2023 respectively are set out below:
Product Units As of and for the year ended March 31,
Segment As of and for the year ended March 31, As of and for the year ended March 31, As of and for the year ended March 31,
2025 2024 2023
Annual Actual Capacity Annual Actual Capacity Annual Actual Capacity
Installed Production Utilization Installed Production Utilization Installed Production Utilization
Capacity Capacity Capacity
Self-Supported Square 18,00,000.00 12,38,735.00 68.82% 16,50,000.00 12,31,610.00 74.64% 16,50,000.00 13,66,744.00 82.83%
Roofings meters
As certified by Chetan Brahmania, Chartered Engineer, by way of certificate dated July 16, 2025.
As of March 31, 2025, our installed capacity for manufacturing of self-supported roofings was 18,00,000 square metres per
annum.
Our PEB and structural steel manufacturing processes are supported by our in-house design and engineering offices at
Hyderabad, Chennai and Ahmedabad which enable us to offer comprehensive design and detailing solutions to our customers,
as well as to continually undertake incremental enhancements and improvements of our processes and designs. Our in-house
design and engineering teams consist of 98 employees as of March 31, 2025. We have also invested in computer aided design
software including STAAD PRO, STAAD PRO ADVANCED, MBS, TEKLA/ TRIMBLE, ZWCAD and BricsCAD. For
business process efficiency, our operations are run on SAP-S4 Hana. These software enhance our capabilities to conceptualize
and manufacture complex, custom-designed structures that meet specific client requirements with precision. As part of our
contracts with customers, we also offer on-site project management of the installation and erection of the PEBs.
Our engineering expertise and technology driven processes have enabled us to deliver on projects in accordance with the
designs, specifications and timelines of each project. Our focus on process innovation through continuous engineering as well
as our deployment of modern technology has been instrumental in the growth of our business and improved our ability to
customize products for our customers. Our focus on upgrading processes and technology has enabled us to manufacture
products in an energy and cost-efficient manner.
We have a 990kW solar power facility at Sanand Facility and are in the process of setting up an additional 300 kW solar power
facility at Sanand Facility. We are also in the process of setting up a similar 990 kW solar power facility at Cheyyar Facility,
which should further de-risk our business vis-à-vis the cost of power. No capital subsidy will be availed by our Company in
relation to the solar rooftop grid.
The table below sets out the number of units of electricity consumed and produced by our Sanand Facility in Fiscal 2025, Fiscal
2024, and Fiscal 2023:
Particulars** Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of units of electricity consumed in our Sanand Facility (kilowatt hours) 42,76,770 36,04,104 37,43,460
Number of units of electricity produced by existing solar set-up in our Sanand Facility 13,97,040 5,62,128 5,30,640
(kilowatt hours)
** Excludes any electricity generated by company using DG Set in Sanand Facility
Pay-back period for implementation of incremental rooftop solar power capacity is dependent on factors including, price of
electricity from alternative sources, capital expenditure for setting up the solar capacity and running and maintenance charges.
Basis the existing variables, we expect the pay-back period for incremental rooftop solar power capacity at our Sanand Facility
to be less than three years.
Our fully integrated infrastructure and capacities enable us to cater to the diverse requirements of PEB solutions in the form of
self-supporting steel roofing or PEBs which gives us the capability of servicing diversified market segments, with a diverse set
of customers. This enhances our market reach and gives us inherent flexibility of servicing demand emanating from different
market segments.
Experienced and dedicated promoters and professional management team with domain knowledge
212We are led by experienced Promoters in the PEB and structural steel industry and the self-supported steel roofing industry. Our
Promoters are actively involved in the critical aspects of our business including business development, engineering,
manufacturing operations, quality assurance, marketing and finance.
Our organizational structure is designed to support seamless scaling and adaptation to market changes. We have specialized
teams for each division of Phenix and Proflex, led by experienced professionals in key areas such as plant operations, quality
control, sales and marketing, procurement and finance, which enables us to be well-equipped to respond to evolving industry
demands and opportunities. Our Promoters, together with our Key Managerial Personnel, Senior Management Personnel and
dynamic Board, with their hands-on management approach ensure that strategic initiatives are effectively implemented across
the organization. The depth and breadth of our management teams’ expertise is pivotal in navigating the complexities of our
business landscape. Their industry experience enables us to anticipate and address market trends, manage and grow our
operations, maintain and leverage customer relationships and respond to changes in customer preferences. For further
information on our Promoter, Directors and management team, see “Our Promoter and Promoter Group” and “Our
Management” on pages 286 and 267, respectively.
Sustained track record of financial performance
We strive to maintain a robust financial position with emphasis on having a strong balance sheet and increased profitability.
Our financial strength provides us a valuable competitive advantage over our competitors with access to financing, which are
factors critical to our business. The table below sets out some of the key financial indicators for Fiscal 2025, Fiscal 2024, and
Fiscal 2023:
Metric For the Financial Year ended
March 31,2025 March 31, 2024 March 31, 2023
Revenue from Operations (₹ million) 9,885.54 7,950.60 8,804.70
EBITDA (₹ million) 1,263.77 796.22 664.30
EBITDA Margin (%) 12.78% 10.01% 7.54%
Restated Profit/(Loss) for the Year (₹ million) 770.47 456.34 328.92
PAT Margin (%) 7.73% 5.65% 3.70%
Return on Equity (%) 25.13% 19.68% 18.89%
Return on Capital Employed (%) 24.80% 19.17% 19.70%
Net Debt (₹ million) 1,013.18 1,056.10 231.40
Net Debt to EBITDA (times) 0.80 1.33 0.35
Net Debt to Equity (times) 0.33 0.45 0.13
Net Fixed Assets Turnover Ratio (times) 5.56 5.54 10.91
Net Working Capital (in ₹ million) 2,880.90 2,414.48 1,597.32
Net Working Capital Days (No of days) 106 111 66
Installed Capacity (MTPA) 103,800.00 72,000.00 72,000.00
Installed Capacity for self-roofing systems (square meters) 1,800,000.00 16,50,000.00 16,50,000.00
Number of manufacturing plants (In Number) 2 1 1
Notes:
1. The above financial information has been extracted or derived from the Restated Consolidated Summary Statements.
2. EBITDA is calculated as Restated Profit/(Loss) for the year less Other income add Finance costs, Depreciation and amortisation, and Total income tax
expenses
3. EBITDA Margin is calculated as EBITDA divided by Revenue from operations
4. PAT Margin is calculated as Restated Profit/(Loss) for the year divided by Total income
5. Return on Equity is calculated as Restated Profit/(Loss) for the year (Excluding share of minority in profits) divided by Total equity (Excluding non-
controlling interest)
6. Return on Capital Employed is calculated as EBIT divided by Capital employed. Capital employed is calculated as the sum of Total equity (including
non-controlling interest), Non-current borrowings and Current borrowings while EBIT is calculated as EBITDA add Other income less Depreciation
and amortization
7. Net Debt is calculated as the sum of Non-current borrowings and Current borrowings less cash and cash equivalents and other bank balances
8. Net Debt to EBITDA is calculated as Net Debt divided by EBITDA
9. Net Debt to Equity is calculated as Net Debt divided by Total Equity (including non-controlling interest)
10. Net Fixed Assets Turnover Ratio is calculated as Revenue from operations for the year divided by Net Property, plant and equipment, Capital work-in-
progress, Intangible assets, and Right-to-use assets
11. Net Working Capital is calculated as Inventories add Trade Receivables (current) less Trade Payables (micro and small enterprises and other than
micro and small enterprises).
12. Net Working Capital Days is calculated as Net Working Capital divided by Revenue from operations multiplied by 365.
13. Installed Capacity (MTPA) indicates the capacity for production of pre-engineered buildings which generally determines the overall capacity of the
manufacturing facility.
14. Installed capacity for self-roofing systems (in square meters) indicates the facility's production capability and generally indicates the overall
manufacturing capacity of the facility
15. Number of manufacturing plants indicates the number of operational manufacturing plants at the end of the specific fiscal.
For further details on a comparative analysis of our financial position and revenue from operations, see the section titled
“Management’s Discussion and Analysis of Financial Position and Results of Operations - Results of Operations” on page 377
and “Management’s Discussion and Analysis of Financial Position and Results of Operations- Fiscal 2024 compared to Fiscal
2023- Revenue from operations” on page 380.
213Strategies
Leverage our leading position in the domestic PEB market to capitalize on the growth expected in the industry and continue
to strengthen and consolidate our presence in the self-supported steel roofing market in India
As per the CRISIL Report, Indian PEB industry expanded at a CAGR of ~8.3% over Fiscals 2019-2025, growing from ₹ 130
billion in Fiscal 2019 to ₹ 210 billion in Fiscal 2025. The medium-term outlook is optimistic, with the industry growing at a
strong 9.5-10.5% CAGR between Fiscals 2025 and 2030 to ₹330-345 billion, supported by investments in the industrial and
infrastructure sectors, such as warehouses and logistics as well as expressways (wayside amenities and toll plazas) (Source:
CRISIL Report).
Pre-engineered buildings market in India
E: Estimated; P: Projected
Source: CRISIL MI&A
Further, exports of PEB increased to ₹90.5 billion in Fiscal 2025 from ₹35.8 billion in Fiscal 2019, implying a CAGR of ~17%.
In Fiscal 2025, the organised industry held a 42-47% revenue share in the overall industry. (Source: CRISIL Report) The growth
drivers for the PEB industry include low percentage share of pre-engineered construction in overall construction, indicating
high growth potential, low penetration of PEB in the building sector, shift from RCC to PEB, increasing popularity of green
and sustainable buildings, increased industrial capex and planned capacity expansion, increased focus on renewable energy
capacity and increasing construction investments in Indian Railways, increased demand of data centres, and warehouses and
cold storage expansion. (Source: CRISIL Report). As per the CRISIL Report, the self-supported roofing market in India logged
a CAGR of 6.1% between Fiscals 2019 and 2025 to reach ₹3.0 billion in Fiscal 2025. This increase in demand can be attributed
to growth in infrastructure and industrial segments, which are the major end use segment of self-supported roofing in India
(Source: CRISIL Report). Increased investments in railways in India also contributed to the growth as self-supported roofing is
finding applications at railways stations and sheds, owing to their durability (Source: CRISIL Report). As per the CRISIL
Report, the self-supported roofing market in India is estimated to moderately grow 5-7% between Fiscals 2025 and 2030 to
reach ₹3.8-4.2 billion, on the back of sustained investments in infrastructure and industrial segments as well as increasing
awareness of the benefits of self-supported roofing.
We are one of India’s leading Pre-Engineered Buildings (“PEBs”) players (installed capacity being greater than 100,000
MTPA). Our Company has installed capacity of 103,800 MTPA related to PEB structures and 1,800,000 square metres per
annum for Self-Supported Roofing solutions as on March 31, 2025. (Source: CRISIL Report). Over 23 years of our operations
we have undertaken execution of over 9,500 projects. In Fiscal 2025, Fiscal 2024, and Fiscal 2023, we have served more than
2,000 customer groups from across diverse industries including general engineering and manufacturing, food and beverages,
warehousing and logistics, power, textiles and railways. We intend to leverage our market leadership position, customer
relationships, expertise, infrastructure and skilled manpower to capitalize on these market opportunities. We intend to further
build on our execution across diverse sectors to take advantage of the expected improvement in use of structural steel in
buildings as well as infrastructure projects. We also intend to demonstrate our ability to offer comprehensive turn-key solutions
to our clients including project design, engineering, manufacturing and erection in accordance with customer requirements
across construction for industrial and infrastructure segments.
214Augment our manufacturing facilities in our Phenix Division to better serve our customers by setting up a strategically
located manufacturing facility
As pre-engineered structures are manufactured offsite, transportation of these structures to the construction site involves
logistics expenses, which are a function of the distance and the complexity of the transportation process and can impact the
overall project cost. Furthermore, these components are susceptible to damage during transportation and handling and may
require rework or replacement, which, in turn, could lead to additional costs and project delays. Hence, increased distance
between the installation site and the manufacturing plant may impact price competitiveness. Additionally, presence of
manufacturing plants at diverse strategic locations enables economic and efficient delivery of PEB components to the
construction sites. (Source: CRISIL Report)
Before commissioning of our Cheyyar Facility in 2024, we had only one facility for our PEB business based out of Sanand,
Gujarat which limited our ability to effectively service the markets in southern part of India. The same is reflected in our
revenues from operations split across geographical regions for Fiscal 2025, Fiscal 2024, and Fiscal 2023 is as under:
Geographic Fiscal 2025 Fiscal 2024 Fiscal 2023
Regions Revenue As a percentage Revenue As a percentage Revenue As a percentage
contribution (in of revenue from contribution (in of revenue from contribution (in of revenue from
₹ million) operations (%) ₹ million) operations (%) ₹ million) operations (%)
Western India 7,169.01 72.52% 5,981.78 75.24% 6,022.78 68.40%
Northern India 1,001.69 10.13% 848.12 10.67% 1,242.67 14.11%
Southern India 899.75 9.10% 707.33 8.90% 624.73 7.10%
Eastern India 169.10 1.71% 221.37 2.78% 311.94 3.54%
Outside India 645.98 6.53% 191.99 2.41% 602.57 6.84%
Total 9,885.54 100.00% 7,950.60 100.00% 8,804.70 100.00%
In addition to the commencement of operations at our Cheyyar Facility, our Company has also appointed representatives in
select cities in southern India including in Bengaluru, Chennai, Coimbatore and Hyderabad. Our representatives, are
strategically positioned to strengthen our marketing and business development efforts in new geographies. Their presence
allows us to engage directly with local markets, facilitating greater awareness of our solutions and building relationships that
support growth in the region. This initiate is aimed at enhancing our market reach and accelerating business expansion in
Southern India. These are also backed by our offices in Chennai, Bengaluru, Kochi and Cheyyar. We intend to leverage our
existing credentials, customer relationships, execution track-record, economies of scale, design and engineering prowess to
make inroads into the southern Indian market.
We intend to expand our operations and set up manufacturing facilities in different regions in India where we are not currently
located in order to cater to potential customers in those regions. We believe that geographical diversification of our projects
will reduce our reliance on any particular region and allow us to capitalize on opportunities in different states across the country.
Further, we believe that as our Company's existing clientele continues to expand their geographical reach, our relationships will
provide us with opportunities to undertake projects for such clientele across the country.
Increase revenue contribution of exports by focusing on USA and other key markets
As per CRISIL Report, the global pre-engineered buildings market was valued at $20-22 billion in 2024 and is expected to
clock a CAGR of 9-10% over the medium term and is projected to be valued at $32-35 billion by 2029. In 2024, Southeast Asia
accounted for the largest share of the pre-engineered buildings market (29.5-31.5%), closely followed by North America (28.5-
30.5%) and Europe (15.5-17.5%) (Source: CRISIL Report). As per the CRISIL Report exports of PEB from India increased to
₹90.5 billion in Fiscal 2025 from ₹35.8 billion in Fiscal 2019, implying a CAGR of ~17%. In Fiscal 2025, USA was the top
export location of PEB from India with export value of ₹ 50.4 billion, making it the largest export market of PEB from India
(Source: CRISIL Report). USA was followed by UK and Saudi Arabia, with the export value of ₹ 3.5 billion and ₹ 2.5 billion
respectively (Source: CRISIL Report). Collectively, these countries contributed to ~62% of the total PEB exports from India in
fiscal 2025 (Source: CRISIL Report). The increasing exports in PEB market from India between Fiscals 2019 to 2025 highlights
an increasing trend of outsourcing to Indian players due to competitive pricing, manufacturing capabilities and adherence to
quality standards (Source: CRISIL Report). This trend of increasing exports highlights rising prominence of Indian PEB players
in global markets, especially in countries like USA, thereby providing Indian players more opportunities in international
markets. (Source CRISIL Report).
Our revenues from operations split across domestic and exports markets for Fiscal 2025, Fiscal 2024, and Fiscal 2023 is as
under:
215Geographic Fiscal 2025 Fiscal 2024 Fiscal 2023
Regions Revenue As a percentage Revenue As a percentage Revenue As a percentage
contribution (in of revenue from contribution (in of revenue from contribution (in of revenue from
₹ million) operations (%) ₹ million) operations (%) ₹ million) operations (%)
Within India 9,239.56 93.47% 7,758.61 97.59% 8,202.13 93.16%
Outside India 645.98 6.53% 191.99 2.41% 602.57 6.84%
Total 9,885.54 100.00% 7,950.60 100.00% 8,804.70 100.00%
We incorporated a wholly owned subsidiary in Texas, USA, on June 9, 2017, with a focus to leverage the business potential of
the US market through a marketing company based in USA. Our Sanand Facility is the only PEB manufacturing facility in
India with a certification from the American Institute of Steel Construction (AISC) as per the AISC website (Source: CRISIL
Report). We intend to leverage our Sanand Facility and progressively strengthen our US sales team to expand our market reach
in USA and Latin America.
In our experience, price realisation in exports of PEBs to USA and European markets is higher than the price realization in the
Indian markets for similar products. Additionally, our export contract typically involved only the supply of PEBs without
involving the responsibility of erection or installation. We believe that our strategy to increase contribution of exports in our
revenues from operations will help us achieve better margins while improving utilization in our existing manufacturing facilities
without need for expanding the erection team in geographies outside India.
Expand our business through strategic alliances or inorganic opportunities
In terms of strategic acquisitions, we intend to explore and consider opportunities that can create synergies between the target
companies and us and are in line with our growth strategy. We intend to selectively pursue opportunities that will consolidate
our market leadership position, enhance our financial position, expand our existing product and service portfolio and increase
our distribution network, customers and geographical reach. Our efforts at diversifying into newer categories of our existing
business or into new domestic or international markets may be facilitated by investing in similar business opportunities or
making acquisitions of existing brands or businesses with manufacturing facilities, market share or growth potential, whose
operations, resources, capabilities and strategies are complementary to our existing business.
We plan to target entities that expand our opportunities in other product segments such as structural steel products for
manufacturing capital equipment which utilize similar capabilities, end-markets, geographic regions, new customers and new
products. We intend to maintain a disciplined approach to acquisitions and consider various selection criteria such as skills of
the management team, operation scale, technological capability, product portfolio, customer base, end-market exposures,
valuation and estimated costs, as well as cultural fit. We believe that our long-standing customer relationships, financial strength
and manufacturing capabilities will enable us to identify and secure appropriate acquisition opportunities in the future.
DESCRIPTION OF OUR BUSINESS
We are one of India’s leading Pre-Engineered Buildings (“PEBs”) players (installed capacity being greater than 100,000
MTPA). Our Company has installed capacity of 103,800 MTPA related to PEB structures and 1,800,000 square metres per
annum for Self-Supported Roofing solutions as on March 31, 2025 (Source: CRISIL Report).
Our business is structured into (a) Phenix division which provides comprehensive solutions for PEBs and complex structural
steel components; and (b) Proflex division which provides self-supported steel roofing solutions. We offer our customers
comprehensive turn-key solutions which includes project design, engineering, manufacturing and erection in accordance with
customer requirements across industrial and infrastructure segments. We have delivered solutions for our customers engaged
in diverse sectors including general engineering and manufacturing, food and beverages, warehousing and logistics, power,
textiles and railways. We have undertaken the execution of over 9,500 projects until the end of March 2025 under our Phenix
and Proflex Divisions.
Set out below is a breakdown of revenue from operations from our Phenix Division and Proflex Division in Fiscal 2025, Fiscal
2024, and Fiscal 2023 together with such revenue contribution as a percentage of consolidated revenue from operations:
Divisions Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue As a percentage of Revenue As a percentage of Revenue As a percentage of
contribution (in ₹ our consolidated contribution (in ₹ our consolidated contribution (in ₹ our consolidated
million) revenue from million) revenue from million) revenue from
operations (%) operations (%) operations (%)
Phenix 7,646.90 77.35% 5,802.28 72.98% 6,287.92 71.42%
Division
Proflex 2,238.64 22.65% 2,145.00 26.98% 2,424.35 27.53%
Division
Others* - - 3.32 0.04% 92.43 1.05%
Total 9,885.54 100.00 7,950.60 100.00% 8,804.70 100.00%
216* Others includes revenue contribution from Modtech Machines Private Limited. Modtech Machines Private Limited is engaged in the business of
manufacturing investment casting machines, automation equipment and systems and other related products.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue (in ₹ Percentage of Revenue (in ₹ Percentage of Revenue (in ₹ Percentage of
million) Revenue from million) Revenue from million) Revenue from
Operations (in %) Operations (in %) Operations (in %)
Proflex
Domestic 2,238.64 22.65% 2,145.00 26.98% 2,424.35 27.53%
Overseas - - - - - -
Phenix
Domestic 7,000.91 70.82% 5,610.29 70.57% 5,739.47 65.19%
Overseas 645.98 6.53% 191.99 2.41% 548.45 6.23%
Others*
Domestic - - 3.32 0.04% 38.31 0.44%
Overseas - - - - 54.12 0.61%
Total 9,885.54 100.00 7,950.60 100.00% 8,804.70 100.00%
* Revenue from Modtech Machines Private Limited
OUR SERVICES, PRODUCTS AND MANUFACTURING PROCESSES
Services
Phenix Division
Our Phenix Division has integrated manufacturing operations through which we provide comprehensive solutions to the
customers which includes estimation, designing, engineering and manufacturing of PEBs within the controlled environment of
our Manufacturing Facilities, which are then supplied, installed and erected under supervision through on-site project
management. Our comprehensive solutions ensure reliability, efficiency and cost-effectiveness for the customers and allows us
to control quality, reduce lead time and optimize cost. Our services include the following:
(I) In-house design and engineering
Our PEB and structural steel manufacturing processes are supported by our in-house design and engineering offices at
Hyderabad, Chennai and Ahmedabad which enable us to offer comprehensive design and detailing solutions to our
customers, as well as to continually undertake incremental enhancements and improvements of our processes and
designs. Our in-house design and engineering teams consist of 98 employees as of March 31, 2025. We have also
invested in computer aided design software including STAAD PRO, STAAD PRO ADVANCED, MBS, TEKLA/
TRIMBLE, ZWCAD and BricsCAD. For business process efficiency, our operations are run on SAP-S4 Hana. These
software enhance our capabilities to conceptualize and manufacture complex, custom-designed structures that meet
specific client requirements with precision.
Our entire manufacturing process begins with us estimating and analysing the client’s requirements. We then conduct
an analysis through our STAAD design software, subsequent to which we prepare a general arrangement drawing
including architectural inputs as per client requirements. After receiving an approval from the client, we prepare 3D
models of the building using the TEKLA software. Once the 3D models are prepared, all our shop drawings which are
released for production are extracted from the TEKLA software. We also extract the erection drawings from the
TEKLA software, which enables our construction team to track parts and provide erection services seamlessly.
(II) Production
Our PEBs consist of various components including primary structural components, secondary structural components,
claddings and procured accessories. For details of the production and manufacture of products by our Phenix Division,
see “Our Business - Description of our Business - Our Services, Products and Manufacturing Processes” on page 217
below.
Set out below are details of certain machines used at our Manufacturing Facilities:
Purlin and Sheeting Machine:
The primary function of a purlin machine is to automate the production process by transforming raw materials into
sturdy purlins with greater efficiency. A sheeting machine is used to convert metal coils or sheets into corrugated
roofing sheets in a continuous and automated process. This typically includes uncoiling, roll forming, cutting, stacking,
and controlling system components, which is used in the manufacturing of roofing and wall panel sheets.
217Purlin Machine
Sheet Line Machine
Shot Blasting and Painting Line
A Shot blasting machine is used to clean H-beam structures, hot-rolled fabricated parts, pipes and other PEB structures
by blasting all steel surfaces. It is also used to remove rust, oxide layers, and to weld slag. After blasting, the material
moves through a conveyor system into the painting booth where a high-pressure airless spray gun is operated on the
top and bottom, covering the entire surface area and applying a spray coating to the structural parts.
H Beam Welding Machine
The H-beam welding machine is fabricated from pre-cut flanges and a web, assembled using a tack welder equipped
with hydraulic fit-up cylinders to form an H-beam with ease.
218Plasma and Oxy cutting CNC machine
A CNC plasma machine is used to cut through electrically conductive materials by using a CNC to control and direct
an accelerated jet of hot plasma at the material being cut.
(III) Testing and Quality Checks
Our testing laboratory has received ISO/IEC 17025:2017 accreditation from National Accreditation Board for Testing
and Calibration Laboratories (NABL)
Laboratory Testing Equipment
Universal Testing Machine
Universal testing machine is used to measure tensile strength, yield strength, elongation, and reduction of area.
Rockwell Hardness Testing Machine
Rockwell hardness testing machine is used to measure hardness in Hardness Rockwell B Scale (HRB) and Hardness
Rockwell C Scale (HRC).
Ultrasonic Flaw Detector
Ultrasonic flaw detector is used to measure discontinuity or defects inside welding or material.
219Magnetic Particle Test
Magnetic Particle Test is used to measure discontinuity or defects up to 3mm from the surface of material.
Digital Micrometre
Digital micrometre is used to measure dimensions like outside diameter and thickness of material.
Dry Film Thickness Gauge
Dry film thickness (DFT) is the thickness of a coating as measured above the substrate. This can consist of a single
layer or multiple layers.
Ultrasonic Thickness Gauge
220Ultrasonic thickness Gauge is used to measure thickness of plate.
Surface Profile Gauge
Insize Surface Profile Gauge is used to measure peak-to-valley height of a blast cleaned surface. Surface profile gauges
are used to measure the profile height of a surface and the degree of the surface profile.
Testing Facilities
We have put in place various testing facilities to ensure a high standard of quality for our products. Our testing
capabilities primarily include mechanical and destructive testing, non-destructive testing, paint testing and blasting-
painting. In mechanical and destructive testing, we undertake inspection to test yield strength, elongation, hardness
(HRB and HRC) of our products and conducts bend test for plates and welded pieces, proof load testing for fasteners,
and tensile testing. On the other hand, for our non-destructive we conduct ultrasound testing, liquid penetrant testing,
magnetic particle testing and have a radiography testing viewer. For paint testing, we conduct inspections to check
viscosity and density, surface temperature, paint shade matching, paint finishing through panel application, surface
profile checking - profile gauge, and surface profile comparator. For paint testing, we also measure wet film thickness
(WFT), dry film thickness (DFT) and humidity, and undertake sieve testing and cross-cut adhesive testing in our
products. We are also equipped with other testing equipment that conduct various tests including salt spray testing,
MEK testing, GSM testing for mass of zing, impact testing for sheeting, macro etching, conical mandrail bend test for
sheeting, and hardness – 2H pencil.
(IV) Logistics and Shipping
We employ transportation modes through roadways and waterways to efficiently transport our PEBs and structural
components. Oversized or particularly heavy components are transported using specialized trucks equipped to handle
large loads. Waterways are utilised by us for international shipments or for destinations located far from the
manufacturing facility. As on the date of this Prospectus, we have not entered into any long-term contractual
arrangement with third party transportation and logistics providers.
(V) Erection and Installation
We undertake steps for site organization, including setting up the site/laying groundwork and preparing area for
material storage, before commencing with the erection process. This also includes taking over the foundation from the
civil contractor. Erection commences with column and rafter. We undertake a grid-wise erection, using pulley ropes,
to ensure stability of the frame. Girts and temporary bracings are installed to support the erection. Subsequently, we
perform roof sheeting and cladding as per client specifications. Wall sheeting and cladding are also conducted.
Throughout the process, supervision is conducted, and execution engineers conduct verticality checks. We install
value-added services and products as per client specifications, such as turbo ventilators, rolling shutters, doors and
windows.
221(VI) On-Site Project Management
We have on-site project managers who supervise the entire process. They monitor the progress against the overall
planned delivery schedule communicated to the customer.
(VII) After Sales Service
We maintain constant communication with our customers even post-delivery of the project, to cater to their
requirements as and when needed, as per contractual obligations. If a customer raises any concerns or issues on site,
we ensure that the issues are resolved swiftly.
Proflex Division
Through our Proflex Division, we manufacture as well as install self-supported steel roofings. The roof panels are produced at
the construction site of our customers using our mobile manufacturing units. Once we are awarded a project, technical data is
provided to our customers for preparing the civil structure. Upon completion of the civil structure, our mobile manufacturing
unit is transported to the site, where production of roofing panels commences. Once the panels are manufactured at ground
level, they are mechanically seamed in sets of three. These sets of three are then lifted and installed onto the civil structure,
with the help of cranes.
Products
Phenix Division
Our product portfolio for the Phenix Division consists of the following:
(I) PEBs which consists of the following components manufactured by us:
(a) Primary structural components- main frames, columns, end-wall posts, solid web rafters, open web rafters
and other main support components;
(b) Secondary structural components- purlins and girts, eave strut, cable, angle, pipe, builtup, rod bracing, wide
bay truss purlins (cold formed/HR);
(c) Claddings- pre-painted galvalume, PPGL panels with a wide range of coatings including RMP, SMP, SVP
and PVDF; and
(d) Standing seam roof;
(II) We also procure accessories such as fasteners, TUF-dome lite, sliding doors, mastic doors, walk-away doors,
insulation, glazing windows, roof curbs, fixed ventilators, roof jack, turbo vents, roll-up doors and ridge vent sealants.
(III) Structural steel which consists of universal beam/ universal channel, European channels, Indian sections, circular
hollow sections, rectangular hollow sections, parallel flange channels, wide flange beams, equal/ unequal angles,
ISMB beams and ISMC channel.
Set forth below are certain key products which we manufacture through the Phenix Division of our Company in connection
with providing comprehensive solutions for PEBs:
I. PEBs
A. Primary Structural Components which form a part of the PEBs manufactured by us
(a) Main Frames
(i) PHX Rigid Frame
Steel frames are made up to two columns and two sloped beams known as rafters, which
support the roof of the building. This arrangement provides a stable frame upon which
sheeting is placed to form a building. The PHX rigid frame has a clear span structure,
characterized by tapered columns, tapered haunches and rafter beams. It is an ideal system
for customers requiring economical and column free space for flexibility in their plant
layout by offering a possible clear span of up to 120 meters.
222(ii) PHX Continuous Beam
This system is based on the rigid frame concept with the addition of intermediate support
columns which allows larger building width and economical designs. This system typically
has a lower cost per square feet of space and offers an interior column spacing of 66ft or
more. This system can be installed in any width or eave height and is ideal for larger
production or storage units.
(iii) PHX Lean-To
This consists of a column and one sloping rafter. It is supported at the rafter end by an
adjacent building and on the other end by a column. The structure has only one slope or
pitch and depends on another structure for partial support. This type of frame provides an
open, unobstructed interior space with peaked, single-slopes, slope and lean to roof
configurations which spans to up to 30 meters.
(iv) PHX Deck Frame
The deck sheet components are provided for multi-storey buildings. This type of frame is
typically designed to offer mezzanine floors and membrane roof applications and is
223aesthetically superior. The standard panel is used as a form (shuttering) on mezzanine
floors. The deck frame can also be used as a deck panel over which concrete is poured. This
type of structure also enhances the speed and economy of steel floor construction.
(b) End-Wall Posts
End-wall posts are vertical structural elements placed at the ends of the building, forming part of the
end wall framing system. These posts provide support for the walls, which typically include doors,
windows, and other openings, and contribute to the overall stability of the structure by helping with
load support, weather and wind resistance.
(c) Rafters
We manufacture solid web and open web rafters for our PEBs. Rafters are the primary structural
components of the roof system. They are horizontal or sloped beams that span across the width of
the building, forming part of the main frame. The rafters support the roof covering and transfer the
roof loads, such as the weight of the roof itself, wind, and other environmental forces, to the columns
or side walls of the building.
B. Secondary Structural Components
224These are select load carrying components suitable to ensure the stability of the building against external
forces.
(a) Purlins and Girts
Purlins and girts are structural components placed under the roof, wall and the perimeter of the PEB,
hence serving as support to the roof sheet and wall cladding. Our Company offers two kinds (i)
PHX-Zees and (ii) PHX-Cees which have a depth ranging from 165 to 300 millimetres and a
thickness ranging from 1.5 to 3.15 millimetres. A purlin is a secondary member, and a cold-formed
horizontal structural member located in the roof. Purlins support roof panels that are in turn
supported by the primary structural framing. A girt is also secondary member. It is usually cold
formed and overlaps at the outside column flange to form a continuous member.
(b) Eave Struts
Their primary function is to support the gutters along with acting as a junction of the roof and the
wall cladding.
(c) Cable/ Angle/ Rod Bracing Tube
These components are designed to ensure the stability of the building against forces in the
longitudinal director due to winds and earthquakes. Bracings are erected and tensioned to ensure
that a building does not sway, and a proper plumb of a primary member is achieved.
(d) Open Web Joists
These are long-span, load-carrying components suitable for providing direct support of the floors
and roof decks in the buildings. An open web joist is a fabricated structural member and is often
used in a mezzanine structure. These types of joists are composed of top and bottom chords that are
connected by a web of diagonal and vertical steel members, forming a truss like structure.
C. Claddings
225A cladding is a profiled sheet material, fixed over the wall girts, which is used to close the building and avoid
flow of wind and light inside the building. Our Company manufactures pre-painted galvalume sheeting which
is a multi-layer coated profile to ensure a longer life under different weather conditions and better aesthetics.
The claddings can be used for roofs and wall skins that cover the main steel frame and are available with or
without insulation. These claddings provide options for energy-efficient roofs and improves strength and
sturdiness. We offer the following types of claddings: (i) PHX rib for roof; (ii) PHX deeper rib for wall; (iii)
PHX reverse rib for wall; and (iv) PHX PUF rib for roof and wall.
D. Additional Components
(a) Fascias and Canopies
Fascias are surfaces, which are placed outside the building to improve its aesthetic look. A fascia
can be in the form of a decorative trim or a panel projecting from the face of a wall. Canopy is an
overhanging structure or projection of roof to provide shelter for any frame opening of the side or
end wall. Our Company’s Phenix division offers fascias ranging from 1.2 meters to 1.8 meters in
height and canopies ranging from 0.3 meters to 10 meters in width.
(b) Mezzanines
Mezzanines serve as intermediate floors between the main floors of the building. This type of
structure usually consists of a mezzanine column, a mezzanine beam and a mezzanine joist to support
the deck panel over which concrete is poured.
(c) Crane Beams
Crane beams are components that support the crane gliders and facilitate the crane movement. We
have experience in detailing and supplying crane beams to support more than 300 meters cranes.
226E. Specialty Roofing Systems (Interlock 360)
We manufacture a specialty roofing system which is a screw less roof. The roofing system is leakproof and
has an inter-locking panel with a 360o mechanical seam. This roofing system is a fully seamed roof which is
profiled and has a seamed ridge cap for enhanced weather tightness and rigidity at roof apex. This roofing
system contains a high rib of 3 inches offering superior sectional properties which provides higher strength
and ensures quicker drainage of water. An on-line sealant application ensures weather-tightness at the seam
after installation. A movable clip allows for free expansion and contraction of the roof due to thermal effects.
F. Accessories
We externally procure bought out parts which are utilised in PEBs including fasteners, TUF-dome lite, sliding
doors, mastic doors, walk-away doors, insulation, glazing windows, roof curbs, fixed ventilators, roof jack,
turbo vents, roll-up doors and ridge vent sealants.
II. Structural Steel Components
A. H-Beams
H-beam is named for its H-shaped cross-section, with one vertical flange and two long-side flanges. This
product includes HW wide flange, HM medium flange, HN narrow flange.
B. I-Beams
Hot rolled I-beam, also called steel girder, is a strip steel product with an I-shaped cross-section.
227C. Tapered Columns
Tapered columns in PEBs are structural columns that are wider at the base and gradually reduce in width as
they move towards the top (reducing web size). These columns are a common feature because of their
efficiency in handling loads and optimizing material usage.
D. Truss System
The truss system is a lattice structure ideal for large span roof systems, multiple bay buildings and as
mezzanine floor framing. These structures are individually designed to meet the specific requirements of each
building and are fabricated utilizing high quality efficient fixtures. The system allows for easy erection, as all
connections are field bolted.
E. Additional Components
We manufacture a range of medium to heavy structural steel components including T-Beams, box beams,
plus/ cross beams.
The beams and girders which we manufacture at our Manufacturing Facilities are fabricated to precise dimensions through
automatic and mechanized processing. CNC programmed flame cutting is used for high accuracy and precision in plate cutting.
Edge and mill facilities are deployed for precise finishing. Hole drilling, sawing and marking is done on-line on automatic
drilling/ sawing and marking machines. The fabricated components are shot/ slag blasted before painting. The beams can be
delivered face milled, shot-blasted, painted or DTM coated in factory finished condition. We manufacture large size fabricated
beams with drilled holes, studs, stiffeners, base plates, splice plates ready to be used at the site. We manufacture a custom range
of plate fabricated beams, box beams, star beams and girders for construction of bridges, flyovers, metro rail projects, power
plants and super critical boiler columns, industrial structures, material handling systems, refineries, steel plants, airports,
shopping malls, stadiums, utility and multistoried buildings.
We fabricate our heavy structural steel components using our welding bay which is equipped with sawing and drilling facilities
and automatic submerged arc welding lines. We have CNC controlled as well as manual cutting and drilling options, automatic
material handling and automatic twin head welding, online shot blasting and painting line. For our testing purposes, we have
in-house NDT testing capabilities.
Proflex Division
Through the Proflex Division, we manufacture and install self-supported steel roofings. In over 23 years of operating the Proflex
Division, we have manufactured and installed more than 18.5 million square metres of roofing across India, executing over
7,900 projects and catering to our customers operating in a diverse set of end-user industries. Set out below are some of the key
self-supported roofings manufactured by our Proflex Division:
228I. Roof with Reinforced Cement Concrete (RCC) Structure
When Proflex roof is installed on a building with a support structure constructed with reinforced cement concrete, it
is referred to as a ‘Roof with RCC Structure’.
Roof with RCC Structure
II. Roof with Steel Structure
When a Proflex roof is installed on a building with a support structure fabricated from steel, it is referred to as a 'Roof
with Steel Structure’.
Roof with Steel Structure
III. L Section Roof
When two roofs intersect at a 90-degree angle, creating an 'L' shape when viewed from the top, they are referred to as
'L-Section Roofs’.
L section Roofs
IV. Roof with Differential Height
When adjoining roofs have varying heights, they are referred to as 'Roofs with Differential Height’.
229Roof with Differential Height
V. Roof on an Elevated Base
Roof on an Elevated Base
VI. Ground to Ground Building
When roofing panels are installed on two beams laid on the ground, they are referred to as ‘Ground-to-Ground
Buildings’.
Ground to Ground Building
VII. Roof with Semi/ Half Arch
When roofs are installed in a configuration of less than a full arch, they are referred to as 'Roofs with Semi/Half Arch’.
230Roof with Semi/Half Arch
VIII. Roof with Overhead Crane
When roofs are installed in buildings where overhead cranes have to operate, they are referred to as 'Roofs with
Overhead Crane’.
Roof with Overhead Crane
IX. Roof with Hanging Ducts
When ducts to be hanged are supported from the roofs, they are referred to as 'Roof with Hanging Ducts'.
Roof with Hanging Ducts
X. ‘A’ Shaped Buildings
When a steel building is constructed in the shape resembling the letter 'A', it is referred to as an ‘A-shaped building’.
231‘A’ shaped Buildings
Our company procures additional components, such as ventilators, sky lights, and High-Volume Low Speed (HVLS)
fans from third parties, as per our needs and specifications.
232Manufacturing Processes
The flowchart below indicates the manner in which our Company provides comprehensive solutions through the Phenix
Division:
DESIGN ESTIMATE AS PER CLIENT REQUIREMENT
STAAD ANALYSIS & DESIGN (3D Model)
ANCHOR BOLT DRAWING
GA DRAWING
DETAILED DESIGINING
TECKLA MODELLING
SHOP DRAWING ERECTION DRAWING
SHEETING DRAWING
RM PREPARATION & PLANNING
PRODUCTION
COMPONENTS H BEAM LINE MANFACTURING COLD FORMING MISC MANUFACUTRING
MANUFACTURING
OXY CUTTING M/C PLASMA CUTTING M/C SHEET / PURLING FORMING SHEARING M/C
SHEARING M/C WEB AND FLANGE MFG. POWDER COATING PUNCHING M/C
PUNCHING M/C BEAM WELDING DRIILING M/C
DRIILING M/C FIT UP AND TACK WELDING ROD CUTTING
HEAT APPLICATION THREADING
FULL WELDING BENDING
SAND/SHOT BLASTING ASSEMBLING
PRIMING FIT UP
PAINTING FULL WELDING
GALVANISING PAINTING
POWDER COATING
FINISHING FINISHING FINISHING FINISHING
PACKING PACKING PACKING PACKING
DISPATCH
ERECTION AT CLIENT SITE
AS BUILT DRAWINGS
233The flowchart below indicates the manner in which our Company provides comprehensive solutions through the Proflex
Division:
Determining optimal thickness of steel using building parameters and design software
Preparation and submission of technical data for civil structure preparation
Mobilisation of steel coils and other materials to the client site
Mobilisation of machinery to the site
Corrugation of roofing panels at site. Joining of three panels through seaming machine
Installation of three panels set on building through cranes and installation
Repetition of corrugation, seaming and installation until the roof is completed
Installation of ventilators, sky lights, hangers and other accessories
Installation of cladding, if applicable
Handover of the project
MARQUEE PROJECTS
Some of our marquee projects include:
(i) Over 62,000 square metres PEB installation for the automobile manufacturing plant of a global automobile
manufacturer located at Ahmedabad, Gujarat.
234(ii) Over 285,000 square metres PEB installation for a textile plant, for a major textile company at Hoshangabad, Madhya
Pradesh.
(iii) Over 125,000 square metres PEB installation for a multinational home appliance manufacturer based out of Noida.
(iv) Over 57,000 square metres PEB installation for a warehouse, for a multinational e-commerce company at Ahmedabad,
Gujarat.
235(v) Approximately 3,000 square metres PEB installation with a retractable (openable) roof structure for a Kolkata based
shipyard.
(vi) Approximately 90,000 square metres ‘A’ frame structure with a centre height of 42 metres and clean span of 84 metres
specially designed for the sugar storage requirements of a major Indian sugar company in Kandla, Gujarat.
(vii) Over 5,500 square metres PEB installation for an indoor multi-use facility at Texas, US
236(viii) Over 18,000 sq. mts PEB installation for a temple at New Jersey, US;
Proflex Division
(i) Over 300 projects in the railway sector with cumulative installation of 0.6 million square metres wherein the
self-supporting roofing solution covered railway infrastructure elements such as platforms, workshops, coach
factories, service and repair sheds, warehouses and stock sheds, including the self-supported roofing solution
installed at the Hubli Railway station platform which extends for 1.4 kilometres, and custom designed roofing
solutions for the Vande Bharat Depots.
Vande Bharat Mumbai Central Pit Line Shed
Hubli Railway Station
Vande Bharat Depot
(ii) Self-supported roofing structure for a major Indian milk co-operative society at Anand Gujarat.
237(iii) Self-supported roofing structure for a major Indian sugar company at Rajpura, Uttar Pradesh.
OUR FACILITIES
Phenix Division
Sanand Facility
We have one PEB and structural steel manufacturing facility at Sanand, Gujarat where we undertake the manufacturing of
PEBs. We also manufacture light to heavy complex steel structures as well as stainless steel bridge girders at the Sanand
Facility. Our Sanand Facility is strategically located to cater to our customers in Western India, Northern India and Central
India, as well as by close connectivity to ports in the state of Gujarat. Our Sanand Facility is also recognized by the Research
Design and Standards Organization of the Indian Railways, FM Global and NABL. We have also received an approval letter
from the Chief Engineer (Navy) for registration in relation to design, manufacture and erection of PEB structures. Our Sanand
Facility is the only PEB manufacturing facility in India with a certification from the American Institute of Steel Construction
(AISC), as per AISC website (Source: CRISIL Report). These accreditations demonstrate the standards of quality systems and
procedures adopted at our Sanand Facility.
238Cheyyar Facility
Our second facility for PEB and structural steel manufacturing is in Cheyyar, Tamil Nadu. Our Cheyyar Facility was
commissioned on May 23, 2024 with an existing capacity of 31,800 MTPA.
Our facilities are also equipped with (i) plasma cutting torches, (ii) oxy acetylene cutting torches, (iii) flange lines, (iv) welding
stations, (v) hydraulic lifts, (vi) beam welding machines, (vii) online shotblasting & painting system, (viii) sheet profiling
machine, (ix) integrated purlin forming & painting lines, (x) deck panels, (xi) profiling lines, and (xii) high precision CNC
machinery.
Our Company has utilized land area of around 33,737.75 square metres in Sanand Facility and 21,917.76 square metres in
Cheyyar Facility. The two facilities have a combined installed capacity of 103,800 MTPA as of March 31, 2025.
The table below sets forth the installed production capacity and the capacity utilization of our Sanand Facility and our Cheyyar
Facility for Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Facility and Units As of and for the year ended March 31, As of and for the year ended March 31, As of and for the year ended March 31,
Product 2025 2024 2023
Segment Annual Actual Capacity Annual Actual Capacity Annual Actual Capacity
Installed Production Utilization** Installed Production Utilization** Installed Production Utilization**
Capacity* Capacity* Capacity*
Sanand MTPA 72,000.00 45,556.49 63.27% 72,000.00 41,845.30 58.12% 72,000.00 43,483.19 60.39%
Facility-Pre-
Engineered
Buildings
Cheyyar MTPA 31,800.00 6,323.21 23.34***% NA# NA# NA# NA# NA# NA#
Facility
As certified by Chetan Brahmania, Chartered Engineer, by way of certificate dated July 16, 2025.
Note: Installed capacity and actual production indicate the capacity for production of pre-engineered buildings which generally determines the overall capacity
of the manufacturing facility. This does not include the individual capacity for manufacturing specific primary and secondary structural components for pre-
engineered buildings, structural steel components such as beams, channels, hollow sections which generally form part of the pre-engineered buildings.
* It is assumed operations of 365 days a year and 3-shift operation of 8 hours a day for calculation of Installed Capacity of respective facilities of the
Company
# Our Cheyyar Facility was commissioned on May 23, 2024, with an existing capacity of 31,800 MTPA.
** Capacity utilization has been calculated on the basis of actual production during the relevant fiscal year divided by the aggregate installed capacity of
relevant manufacturing facilities as of the end of the relevant fiscal year.
*** Capacity utilization for the Cheyyar facility for the year ended March 31, 2025 has been calculated by dividing the actual production for the period by
85% of the annualized installed capacity.
239Proflex Division
Our Proflex Division operates a fleet of 14 mobile manufacturing units which allows us to address our customers in a wide
geographic expanse. Each of our mobile manufacturing unit is equipped with a panel manufacturing machine, a telescopic crane
and other ancillary equipment. The installed capacity and capacity utilization for our mobile manufacturing units for Fiscal
2025, Fiscals 2024, and 2023 respectively are set out below:
Product Units As of and for the year ended March 31,
Segment As of and for the year ended March 31, As of and for the year ended March 31, As of and for the year ended March 31,
2025 2024 2023
Annual Actual Capacity Annual Actual Capacity Annual Actual Capacity
Installed Production Utilization Installed Production Utilization Installed Production Utilization
Capacity Capacity Capacity
Self- Square 18,00,000.00 12,38,735.00 68.82% 16,50,000.00 12,31,610.00 74.64% 16,50,000.00 13,66,744.00 82.83%
Supported meters
Roofings
As certified by Chetan Brahmania, Chartered Engineer, by way of certificate dated July 16, 2025.
As of March 31, 2025, the installed capacity of M&B Engineering Ltd for manufacturing of self-supported roofings was
1,800,000 square metres per annum.
RAW MATERIALS AND PROCUREMENT
For our operations, our primary raw material is steel in various descriptions and thickness. We have established relationships
with suppliers who provide high quality steel that meets our requirements. Since steel is a commodity and prices fluctuate,
long-term contracts for the supply of raw materials are generally not feasible. Therefore, based on our needs, we procure steel
through purchase orders, which specify the terms and conditions related to pricing, scheduling and delivery details.
The table below sets out our cost of raw materials consumed in Fiscal 2025, Fiscal 2024, and Fiscal 2023 and such expenses as
a percentage of our total expenses for the same periods:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
In ₹ millions As a In ₹ millions As a In ₹ millions As a
percentage of percentage of percentage of
total expenses total expenses total expenses
(%) (%) (%)
Cost of raw materials consumed 5,980.82 66.85% 5,107.84 68.34% 6,052.31 71.75%
including (increase)/decrease in
inventories of finished goods,
stock in trade and work in
progress
The table below sets out the raw materials consumed from domestic suppliers and suppliers from outside India, including as a
percentage of our total cost of materials consumed including (increase)/decrease in inventories of finished goods, stock in trade
and work in progress in Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
In ₹ As a % of total cost of In ₹ As a % of total cost of In ₹ As a % of total cost of
millions materials consumed millions materials consumed millions materials consumed
including including including
(increase)/decrease in (increase)/decrease in (increase)/decrease in
inventories of finished inventories of finished inventories of finished
goods, stock in trade goods, stock in trade goods, stock in trade
and work in progress and work in progress and work in progress
Raw material 4,360.79 72.91% 3,720.95 72.85% 5,195.76 85.85%
consumption
from domestic
suppliers*
Raw material 1,620.03 27.09% 1,386.89 27.15% 856.55 14.15%
consumption
from suppliers
outside India*
Total Cost of 5,980.82 100.00% 5,107.84 100.00% 6,052.31 100.00%
materials
consumed*
* including (increase)/decrease in inventories of finished goods, stock in trade and work in progress
240Also see, “Risk Factors – Our raw material cost constitutes a majority percentage of our total expenses. During Fiscal 2025,
82.69% of our raw materials were procured from our top five suppliers, calculated as a percentage of the total cost of materials
consumed, including changes in inventories of finished goods, stock in trade, and work in progress. Any increase in the prices,
availability and quality of raw materials could adversely affect our reputation, business, results from operations, financial
conditions and cash flows. We rely on limited suppliers for our primary raw material steel, loss of these suppliers may have an
adverse effect on our business, results of operations and financial conditions” on page 33.
UTILITIES
Power and Fuel
Our mobile manufacturing units are powered through diesel engines, providing the flexibility to produce roofing panels in
remote and underdeveloped areas where electricity is unavailable. To operate ancillary equipment, we source electricity from
our customer’s project sites, supplied by state controlled electricity boards/ bodies where available, and use generator/DG sets
in areas with limited electricity access. The process requires an uninterrupted and constant voltage power to ensure the
production of high-quality products.
Water
Our manufacturing processes also require water consumption although they are not water intensive. The requirement for water
for our Sanand Facility is primarily met through procuring water from central ground water board (CGWB).
The table below sets out our power and fuel charges together as a percentage of our total expenses in Fiscal 2025, Fiscal 2024,
and Fiscal 2023, respectively:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
In ₹ millions As a percentage In ₹ millions As a percentage In ₹ millions As a percentage
total expenses (%) total expenses (%) total expenses (%)
Power and Fuel charges 39.96 0.45% 29.13 0.39% 26.64 0.32%
Freight and Transportation
We transport our finished products by road and sea. We rely on both company-owned vehicles and third-party transport agencies
for shipping. The mode of ownership we utilise depends on various factors including costs, control over supply chain, and
maintenance requirements.
OUR CUSTOMERS
We have established long-term relationships with our diverse set of customers across industries we cater to domestically and
internationally. Our business footprint spans across geographies. Since Fiscal 2010, we have served customers in 22 countries,
including customers in US, Brazil, South Africa, Qatar, Sri Lanka, Morocco, Nigeria, Kenya and Seychelles.
A map indicating the countries where we have made sales to our customers since Fiscal 2010, is as under:
241Some of our notable customers include Adani Green Energy Limited, Adani Ports and Special Economic Zone Limited, Adani
Logistics Limited, AIA Engineering Limited, Alembic Pharmaceuticals Limited, Tata Advanced Systems Limited, Balaji
Wafers Private Limited, Elecon Engineering Co Limited, Gujarat Tea Processors and Packers Limited, Intas Pharmaceuticals
Limited, Lubi Industries LLP, PSP Projects Limited, Everest Food Products Private Limited, Arvind Limited, Inductotherm
(India) Private Limited, Haldiram Foods International Private Limited, SMC Power Generation Limited, Oriental Rubber
Industries Limited, Shree Ram Industries, Satyam Plastfab Private Limited and Laxmi Hydraulics Private Limited. We have
had a relationship with of more than 15 years with some of our customers. Based on our execution track record we have
developed strong relationships with our customers which is reflected in repeat orders from our customer.
We believe that our enduring customer relationships serve as a clear testament to our commitment to quality, as well as our
advanced design, engineering and manufacturing capabilities. We believe that as a result of our long-standing relationships
with our customers, we are well equipped to retain our presence in the market and build upon these relationships to increase
our product base and reach out to new customers. Our long-term relationships and ongoing active engagements with customers
also allow us to plan our capital expenditure, enhance our ability to benefit from increasing economies of scale, thereby ensuring
a competitive cost structure to achieve sustainable growth and profitability.
SALES AND MARKETING
Our business is conducted on a business-to-business basis and our focus is on maintaining constant contact with customers and
ensuring timely delivery.
Domestic markets
Our domestic presence is anchored by our marketing head office in Ahmedabad which is complemented by a strategic network
of regional offices or representatives stationed in key cities across India including Mumbai, Kolkata, Jaipur, Pune, Hyderabad,
Delhi, Chennai and Bengaluru.
We have a dedicated sales and marketing team, which carries out several activities to generate sales. For instance, we participate
in trade shows, construction expos, and industry specific events, where we showcase our products and meet potential clients to
build brand visibility. We regularly attend industry networking events, which enables us to build relationships with key
stakeholders, potential partners and decision makers in the construction and infrastructure sectors. Our team also conducts
product presentations and live demonstrations for prospective clients, to showcase the quality and versatility of our self-
supported steel roofing and cladding solutions. In order to tap into the digital sphere, our team generates leads and increases
brand awareness by running targeted online marketing campaigns through social media platforms. Our marketing efforts are
further complimented by producing and distributing brochures, catalogues, and promotional materials at events, trade shows
and during client interactions. We enhance and customise our client experience by providing technical consultations to our
clients, which helps us understand their needs, and offer them tailored solutions in relation to specific projects.
International Markets
We are aggressively pursuing opportunities in the global markets by having established a wholly owned subsidiary in the US
which operates a sales office in Texas. This strategic move is aimed at leveraging the business potential of the US market
through a dedicated front marketing company.
QUALITY CONTROL, TESTING AND CERTIFICATIONS
We place an emphasis on product and process quality control, which we consider integral to our success. Our quality systems
and processes are intended to enable us to meet the stringent requirements of our customers and meet the stipulated performance
standards timelines. A crucial element of our manufacturing process involves precise column and beam processing, meticulous
surface finishing, and the crafting of metal sheeting components, all of which are conducted with the support of our advanced
CNC systems. We have established dedicated safety and quality control teams to oversee each stage of the erection process.
Our dedicated project planning and control team oversees overall execution of our orders, and coordinates with the various
relevant departments within our Company.
Our Company has received the following certifications and accreditations:
• Quality certification from the American Institute of Steel Construction Certification Programs to the Phenix Division
of the Company, recognising that the Sanand Facility successfully meets the quality certification requirements for
building fabricator and complex coating endorsement 2-covered.
• Registration for the Phenix Division of the Company as a vendor with Engineers India Limited a Government of India
undertaking, in the “Approved vendor list for Architectural & Building Products” for the product category of
“Precoated Profiled GI/ Galvalume/ Zincalume Sheets”.
242• Certificate of compliance issued by FM Approvals for the approval of testing of SSR Standing Seam Roof Systems as
Class 1 Panel Roofs.
• Membership Certificate issued to our Company’s Phenix Division by the Indian Green Building Council.
• ISO/IEC 17025:2017 (General Requirements for the Competence of Testing & Calibration Laboratories issued by the
National Accreditation Board for Testing and Calibration Laboratories to the Phenix Division of our Company for our
Sanand Facility in the field of testing.
• RDSO certificate for fabrication of composite girder and other steel plate girder issued by Research Design &
Standards Organisation (Government of India- Ministry of Railways).
• ISO 14001: 2015 certificate for Environmental Management System issued by Royal Assessments Private Limited.
HUMAN RESOURCES AND EMPLOYEE TRAINING
Our workforce is a critical factor in maintaining quality and safety which strengthens our competitive position in the industry.
We are largely dependent on our highly skilled and technically competent workforce to ensure timely completion of our
projects. To continually enhance our operational excellence and improve productivity and quality, while ensuring strict
adherence to safety and compliance standards, we regularly invest in comprehensive training programs for our employees.
These programs include onboarding sessions, technical workshops, and specialized safety training such as fire safety induction,
incident investigation, working at heights safety, and electrical safety training. Through these initiatives, we ensure our
workforce is equipped with the necessary knowledge and skills to uphold the highest standards of operational efficiency, safety
and quality. In addition to technical and safety training, we also conduct soft skills training. We conducted approximately 763,
460, and 693 trainings for our employees in Fiscal 2025, Fiscal 2024, and Fiscal 2023, respectively.
As on March 31, 2025, our Company had 1,631 permanent employees. Our employees are not part of any union and we have
not experienced any work stoppages due to labour disputes or cessation of work in the recent past.
Particulars Sum of Total
Manufacturing and Erection 1,194
Sales and Marketing 97
Design and Engineering 98
Others 66
Procurement 56
Quality and Testing 49
Administration 27
Finance and Legal 34
Management 10
Grand Total 1,631
The attrition rate of our Company’s permanent employees for Fiscal 2025, Fiscal 2024 and Fiscal 2023 is set out in the table
below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Permanent employee attrition rate* 15.01% 19.09% 22.10%
* (Permanent employee attrition rate is computed as the number of permanent employees that left during the year/ (number of permanent employees at the
start of the year plus the number of permanent employees that joined during the year).
We engage contract labourers depending on the requirements of labour-intensive projects particularly in our Manufacturing
Facility and at the time of assembling and erection of the PEBs at the site of the customer. The number of contract labourers
engaged by us vary from time to time based on the nature and extent of work involved in our ongoing projects.
HEALTH, SAFETY AND ENVIRONMENT
We endeavour to adhere to laws and regulations relating to protection of health, employee safety and the environment. Our
activities are subject to the environmental laws and regulations of India and other jurisdictions, which govern, among other
aspects, air emissions, waste water discharge, the handling, storage and disposal of hazardous substances and waste, the
remediation of contaminated sites, natural resource damage, and employee health and employee safety.
We believe that accidents and occupational health hazards can be reduced through a systematic analysis and control of risks by
providing appropriate training to our management and our employees. We have adopted a health environment and safety policy
to ensure compliance with legal and other requirements related to environment and occupational health safety, in addition to
ensuring resource conservation, prevention of pollution, injury and ill health of employees. We aim to ensure safe and healthy
environment and further provide for medical checkups and safety measures in order to achieve zero accidents on a sustainable
243basis. We take initiatives to reduce the risk of accidents at our manufacturing facilities including by providing training and
safety manuals to our employees and by conducting safety audits periodically. Our employees are provided appropriate personal
protection equipment and we have a dedicated environment, health and safety team which is responsible to ensure adherence
to safety norms. We also conduct mock drills to ensure compliance with safety norms.
INFORMATION TECHNOLOGY
Investment in information technology (“IT”) infrastructure is essential to improve our operational efficiencies, improve scale
and enhance productivity. We currently use advanced information technology systems, which assists us with various functions
including material management, production planning, plant maintenance, sales and distribution, financial and accounting,
quality management, governance, risk and compliance and human resource functions. These systems facilitate the flow of real-
time information across departments and allows us to make information driven decisions and manage performance. All
electronic files created, sent, received or stored on any system owned, leased or administered equipment or otherwise under the
custody and control of our Company is our property. Our IT systems are vital to our business, and we have established a
differentiated technology infrastructure with web-based integrated systems, analytical tools, infrastructure monitoring and
information security monitoring tools to assist us in our operations. We have also invested in computer aided design Software
including STAAD PRO, STAAD PRO ADVANCED, MBS, TEKLA/ TRIMBLE, ZWCAD and BricsCAD. For business
process efficiency, our operations are run on SAP-S4 Hana. This software enhances our capabilities to conceptualize and
manufacture complex, custom-designed structures that meet specific client requirements with precision.
We are committed to safeguarding confidentiality, and we ensure the integrity and availability of all physical and electronic
information assets of facilities where we operate, to ensure that legal, regulatory, and operational requirements are fulfilled. For
security and network maintenance, we authorise individuals within the Company IT Department to monitor equipment, systems
and network traffic at any point of time, further we reserve the right to audit networks and systems on a periodic basis. We will
continue to focus on increasing operational efficiency through technology initiatives.
For information on the risk to our IT systems, see “Risk Factors – We may be exposed to the risks of breaches of data security,
and malfunctions or disruptions of information technology systems which may have an adverse effect on our business and
results of operations” on page 67.
INSURANCE
Our operations are subject to certain hazards such as work accidents, fire, earthquakes, flood and other force majeure events
and explosions and those hazards which are inherent to companies operating in our sector such as destruction of property and
inventory, losses resulting from defects or damages arising during transit of our products in addition to risk of equipment failure,
acts of terrorism and environmental damage. We may also be subject to claims from our customers if the products that we
manufacture and services that we provide are not in compliance with regulatory standards and the terms of our contractual
arrangements.
We maintain insurance policies that we believe are customary for companies operating in our industry and which are necessary
for our business. Our principal types of insurance coverage include, inter alia, contractor’s plant and machinery policy, burglary
insurance policy, standard fire and special perils policy, industrial all risk insurance policy, errors and omission liability
insurance policy, and broadform liability insurance policy. We typically obtain motor insurance policy and marine export import
insurance open policy for the transit of goods. We have also obtained a group mediclaim policy, group personal accident
insurance, and employees compensation policy for our employees. We obtain other specific insurance as may be required by
our customers under the scope of work which we undertake. We believe that the level of insurance we maintain is appropriate
for the risks of our business. However, we cannot assure you that our current insurance policies will insure us fully against all
risks and losses that may arise in future. Even if such losses are insured, we may be required to pay a deductible on any claim
for recovery of such a loss, or the amount of the loss may exceed our coverage for the loss. In addition, we cannot assure you
that we will be able to renew these policies on similar or otherwise acceptable terms, or at all. See ‘Risk Factors – Our insurance
coverage may not be adequate to protect us against all potential losses to which we may be subject and this may have an
adverse effect on our business” on page 60.
CORPORATE SOCIAL RESPONSIBILITY
Our Company has constituted a Corporate Social Responsibility (“CSR”) Committee in compliance with the requirements of
the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 notified by Central Government
and amendments thereto and formulated a CSR policy to govern such initiatives. The CSR activities undertaken by our
Company include promotion of healthcare and education. Our Company incurred an expense of ₹10.24 million, ₹6.53 million,
and ₹4.13 million towards corporate social responsibility in Fiscal 2025, Fiscal 2024, and Fiscal 2023, respectively.
244AWARDS AND ACCREDITATIONS
For details of the awards and accreditations received by our Company, see “History and Certain Corporate Matters – Key
awards, accreditations, certifications and recognitions received by our Company” on page 257.
INTELLECTUAL PROPERTY RIGHTS
For details of the intellectual property held by our Company, see “Government and Other Approvals – Our Intellectual
Property” on page 403. For risks in relation to intellectual property held by our Company, see “Risk Factors- We may not be
able to adequately protect our intellectual property or may unintentionally infringe upon the intellectual property rights of
others which could harm our business” on page 48.
PROPERTIES
The following table sets forth details of our principal properties:
S. Property Location / district Nature Term of Whether the Whether Lessee Lease payment
No. of Lease lessor is a the lease terms
holding related party deed is
(Yes/ No) and stamped
whether part of
Promoter/
Promoter Group
1. Registered MB House, 51, Leased Commencin Yes, Promoter Yes Our End of every
and Chandrodaya Society, g from April Group Company financial year
Corporate Opp. Golden 1, 2017, for
Office Triangle, Stadium a period of
Road, Post Navjivan, 10 years
Ahmedabad – 380
014 Gujarat, India
2. Godown in 103/P Khoda & Leased Commencin Yes, Promoter Yes Our 7th of each
Ahmedabad 107/2/P Khoda, g from April Group Company calendar
Taluka Sanand, Dist 1, 2025, for Months
Ahmedabad a period of 3
years.
3. Sanand Block No. 30, Owned Not Not Applicable Yes Not Not Applicable
Facility Naranpura, Taluka Applicable Applicable
Sanand, Dist
Ahmedabad
Block No. 33P, Yes
Naranpura, Taluka
Sanand, Dist
Ahmedabad
102 & 103/P Khoda, Yes
Taluka Sanand, Dist
Ahmedabad
4. Cheyyar Plot No. B-41, Leased Commencin No Yes Our Annual lease
Facility SIPCOT Industrial g from Company rent in advance
Park, Cheyyar - Phase October 17, for 99 years
- II, Mathur Village, 2022, for a
Taluk of period of 99
Vembakkam, Dusi, years.
Tiruvannamalai
5. Delhi B- 3/6&7, 2nd Floor, Leased Commencin No Yes Our Advance by 7th
Office Front Side, Asaf Ali g from Company of each calendar
Road, New Delhi – November month
110002 6, 2017, for
a period of 9
years.
6. Mumbai 7th Floor, 701/A, Leased Commencin No Yes Our Advance by 5th
Office Mangalya, Marol - g from Company of each calendar
Maroshi Road, Marol, November month
Mumbai- 400059 16, 2022, for
Maharashtra a period of 3
years.
7. Pune Office Aamod Apartment B- Leased Commencin No Yes Our Advance by
Wing, 1st Floor, g from Company 20th of each
Office Block No.34 February 15, calendar month
245S. Property Location / district Nature Term of Whether the Whether Lessee Lease payment
No. of Lease lessor is a the lease terms
holding related party deed is
(Yes/ No) and stamped
whether part of
Promoter/
Promoter Group
Off, F.C. Road, 2025 until
Shivaji Nagar, Pune February 14,
411005, Maharashtra 2028.
8. Hyderabad 3rd Floor, Pranava Leased Commencin No Yes Our Advance by 7th
Office Vaishnoi Business g from Company of each calendar
Park, under GHMC August 7, month
Serilingampally 2024 for a
Circle, Ranga Reddy period of 9
District, Telangana years.
State.
9. Bangalore Urban Desk, No. 73, Leased Commencin No Yes Our Advance by 5th
Office 3rd Floor, Service g from July Company of each
Road, Shreelekha 3, 2025, till calendar month
Complex, W.O.C July 2, 2026.
Road, 2nd Stage,
Mahalakshmipuram,
Bengaluru - 560086
10. Ch ennai Second Floor, No. 2, Leased Commencin No Yes Our On or before
Office 1st Cross Street, g from Company 10th of each
Achuthan Nagar, September calendar month
Ekkatuthangal, 1, 2024, for
Chennai – 600032 a period of
11 months.*
11. Vijayawada Door No. 27-22-43, Leased Commencin No Yes Our Monthly
Office J.D. Hospital Road, g from July Company
Governorpet, 15, 2023, for
Vijayawada, Krishna a period of 3
District, Andhra years.
Pradesh
12. Guwahati A.T. Road, Leased Commencin No No Our 10th day of
Office Bharalumukh, g from July Company every following
Guwaharti, Kamrup 1, 2017, and calendar month
(Metro), Assam, valid unless
781009 terminated
by parties.
13. Patna Naya tola rai colony, Leased Commencin No No Our 10th day of
Office Khagal Road, g from July Company every following
Phulwari Sharif, 1, 2017, and calendar month
Patna District, Bihar - valid unless
801505 terminated
by parties.
14. Goa Office HDS-23, HIG Flats, Leased Commencin No Yes Our On or before 1st
Pundalik Nagar, Alto- g from Company of each calendar
Porvorim, Goa - October 1, month
403521 2022, for a
period 3
years.
15. Haryana 412/4, Ram Nagar, Leased Commencin No Yes Our On or before
Office Gali no.7, Sector 8, g from Company 7th of each
Gurugram, Haryana, December calendar
122001 20, 2024, for months
a period of
11 months
up to
November
19, 2025.
16. Solan Motia Plaza, Village Leased Commencin No Yes Our Advance by 7th
Office Saraj Majra, Tehsil g from April Company of each calendar
Baddi, 1, 2024, for months
Distt Solan, Himachal a period of 3
Pradesh years.
246S. Property Location / district Nature Term of Whether the Whether Lessee Lease payment
No. of Lease lessor is a the lease terms
holding related party deed is
(Yes/ No) and stamped
whether part of
Promoter/
Promoter Group
17. Singhbhum 1270/c, Mills and Leased Commencin No No Our 10th day of
Office Godown Area, Burma g from July Company every following
Mines, Tata Nagar, 1, 2017, and calendar month
Jamshedpur, East valid unless
Singhbhum, terminated
Jharkhand, 831002 by parties.
18. Ernakulam VI/2125-G, Leased Commencin No No Our 10th day of
Office Mattancherry vill, g from July Company every following
Gujarati 1, 2017, and calendar month
Road,Cochin,Ernakul valid unless
am, Kerala-682002 terminated
by parties.
19. Indore S-104, Shalimar Leased Commencin No Yes Our Advance by 1st
Office Palms flate, g from Company of each calendar
Pipliyahana, Indore, September months
Madhya Pradesh – 1, 2024, for
452 016 a period of
11 months.*
20. Cuttack Sikharpur, Uppar Leased Commencin No No Our 10th day of
Office Sahi, Ps-Malgodown, g from July Company every following
Dist-Cuttack, Odisha, 1, 2017, and calendar month
753003 valid unless
terminated
by parties.
21. Ludhiana B-23-131/2, Leased Commencin No Yes Our On or before 1st
Office Industrial Area-A, g from April Company of each calendar
Cheema Chowk, 1, 2025 for a Months
Ludhiana, Punjab period of 3
years.
22. Jaipur Shop no. 38, Leased Commencin No Yes Our On or before 1st
Office Muktanand Nagar, g from June Company of each calendar
Gopal Pura By-Pass, 1, 2024, for month
Jaipur, Rajasthan, a period of 3
302018 years.
23. Noida O-1206 A – Amrapali Leased Commencin No Yes Our On or before 1st
Office Zodiac – Sector -120, g from Company of each calendar
Noida, Guttam Budh October 1, Month
Nagar, Uttar Pradesh 2023, for a
period of 3
years.
24. Kolkata 369 Block K, New Leased Commencin No Yes Our Advance by 7th
Office Alipore, Kolkata, g from Company of each calendar
West Bengal, 700026 November month
1, 2023, for
a period of
33 months.
25. Ahmedabad Office No 201 to 203, Leased Commencin Yes, Promoter Yes Our On or before
Office II 2nd Floor, ISCON g from Group Company 10th of each
Mall, opp. Bidiwala January 1, calendar
Park, Satelite Road, 2024, for a months
Ahmedabad – 380015 period of 5
years.
26. Guest F-903 Tulip Citadel, Leased Commencin Yes, Promoter No Our
House Ambawadi, g from April Group Company Annual
Ahmedabad - 380015 1, 2025, for
a period of 3
years.
27. Guest Anand Nagar, 100 ft Leased Commencin Yes, Promoter No Our Annual
House Ring Road, Nr g from April Group Company
ParhladNagar 1, 2025, for
Garden, Ahmedabad - a period of 3
380051 years.
247S. Property Location / district Nature Term of Whether the Whether Lessee Lease payment
No. of Lease lessor is a the lease terms
holding related party deed is
(Yes/ No) and stamped
whether part of
Promoter/
Promoter Group
28. Open SP 5, Avichal Leased Commencin Yes, Promoter Yes Our 10th day of
Storage Industrial Park g from Group Company every following
Area in Sanand- Ahmedabad December calendar month
Ahmedabad 10, 2024 for
a period of 3
years.
* Renewal under process
COMPETITION
We face competition from domestic as well as overseas companies which either operate in the same line of business as us or
offer similar products and services. Our competition varies by market, geographic areas and type of product or service.
We obtain a part of our business through a competitive bidding process in which we compete for projects based on, among
other factors, pricing, technological capabilities, and performance, as well as reputation for quality, experience, past track
record, and financing capabilities. The competitive bidding process entails managerial time to prepare bids and proposals for
contracts and at times requires us to resort to aggressive pricing to be able to be awarded the contracts. The table below sets out
our revenue derived from competitive bidding processes in Fiscal 2025, Fiscal 2024, and Fiscal 2023, together with such
revenue as a percentage of our consolidated revenue from operations for the respective period:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue % of revenue Revenue % of revenue Revenue % of revenue
contribution from contribution from contribution from
(in ₹ million) operations (%) (in ₹ million) operations (%) (in ₹ million) operations (%)
Revenue derived from 36.64 0.37% Nil Nil 129.66 1.47%
competitive bidding process
To remain competitive in our markets, we must continuously strive to reduce our costs of production, through automation and
innovation and improve our operating efficiencies. Some of our competitors have greater financial and other resources and
better access to capital than we do, which may enable them to compete more effectively, or better geographical reach which
gives them the ability to quote competitively. However, depending on various factors, and the extent of our presence in the
relevant geographical region, we are able to leverage our experience, established relationships and familiarity with the industry
to provide cost effective products than our competitors or offer a better value proposition.
For details, see “Industry Overview” beginning on page 145.
248KEY REGULATIONS AND POLICIES
The following is an overview of the relevant sector specific laws and regulations which are applicable to our business and
operations in India. The information detailed below has been obtained from publications available in the public domain. The
description of laws and regulations set out below are not exhaustive and are only intended to provide general information to
the investors and are neither designed nor intended to substitute for professional legal advice. The statements below are based
on the current provisions of Indian law, and remain subject to judicial and administrative interpretations thereof, which are
subject to change or modification by subsequent legislative, regulatory, administrative, or judicial decisions. For details of
government approvals obtained by our Company, see “Government and Other Approvals” beginning on page 400.
Laws related to our business
National Steel Policy, 2017 (“NSP 2017”)
The NSP 2017 covers, inter alia, steel demand, steel capacity, raw materials, including iron ore, iron ore pellets, manganese
ore, chromite ore, ferroalloys, land, water, power, infrastructure and logistics, and environmental management. The NSP 2017
seeks to enhance domestic steel production with focus on creating a technologically advanced and globally competitive steel
industry in India that promotes economic growth. The NSP 2017 aims to create an environment for attaining self-sufficiency
in steel production by providing policy support and guidance to private manufacturers. The intent is to strengthen the research
and development of national importance in the iron and steel sector by utilizing tripartite synergy among industry, national
research and development laboratories and academic institutions.
Steel and Steel Products (Quality Control) Order, 2020 (the “Quality Control Order 2020”)
The Steel and Steel Products (Quality Control) Order, 2020, as amended, was notified by the Ministry of Steel, Government of
India, to bring certain steel products under mandatory BIS certification. All manufacturers of steel and steel products are
required to apply to the Bureau of Indian Standards for certification and ensure compliance with the Quality Control Order
2020. The Quality Control Order 2020 further provides that every steel and steel products stated therein shall bear the standard
mark under a license from Bureau of Indian Standards as provided in Bureau of Indian Standards (Conformity Assessment)
Regulations, 2018.
Bureau of Indian Standards Act, 2016 (the “BIS Act”)
The BIS Act has been brought into force with effect from October 12, 2017, repealing and replacing the Bureau of Indian
Standards Act, 1986. The BIS Act establishes Bureau of Indian Standards (“BIS”) as the National Standards Body of India.
The BIS Act has enabling provisions for the Government to bring under compulsory certification regime any goods or article
of any scheduled industry, process, system or service which it considers necessary in the public interest or for the protection of
human, animal or plant health, safety of the environment, or prevention of unfair trade practices, or national security The BIS
Act also allows multiple type of simplified conformity assessment schemes including self-declaration of conformity against a
standard which will give simplified options to manufacturers to adhere to the standards and get certificate of conformity Further,
the BIS Act also provides for repair or recall, including product liability of the products bearing a standard mark but not
conforming to the relevant Indian Standard.
Legal Metrology Act, 2009 (“Legal Metrology Act”) and the Legal Metrology (Packaged Commodities) Rules, 2011 (the
“LM Rules”)
The Legal Metrology Act establishes and enforces standards of weights and measures, and regulates trade and commerce in
weights, measures and other goods which are sold or distributed by weight, measure or number. The Legal Metrology Act
prohibits quoting prices or charges, issuing or exhibiting any price list, invoice, cash memo or other document, publishing any
advertisement, or indicating the net quantity of a pre-packaged commodity, otherwise than in accordance with the standard
units of weight, measure or numeration. Manufacturers are required to maintain records and registers, and make declarations
on pre-packaged commodities, in the manner prescribed under the Legal Metrology Act. The Legal Metrology (Packaged
Commodities) Rules, 2011, were introduced under the Legal Metrology Act, and prescribe requirements as to the pre-packing
of any commodity for sale, distribution or delivery.
Electricity Act, 2003 (the “Electricity Act”)
The Electricity Act is the central legislation which covers, among others, generation, transmission, distribution, trading and use
of electricity. Under the Electricity Act, the transmission, distribution and trade of electricity are regulated activities that require
licenses from the Central Electricity Regulatory Commission (“CERC”), the State Electricity Regulatory Commissions
(“SERCs”) or a joint commission (constituted by an agreement entered into by two or more state governments or the central
government in relation to one or more state governments, as the case may be. The generating company is required to establish,
operate and maintain generating stations, tie-lines, sub-stations and dedicated transmission lines. Further, the generating
company may supply electricity to any licensee or even directly to consumers and have a right to open access, for the purpose
249of carrying electricity subject to availability of adequate transmission and distribution systems and payment of transmission
charges, including wheeling charges and open access charges, as may be determined by the appropriate electricity regulatory
commission. In terms of the Electricity Act, ‘open’ access means the non-discriminatory provision for the use of transmission
lines or distribution system or associated facilities with such lines or system, by any licensee or consumer or a person engaged
in generation in accordance with the regulations specified by the appropriate electricity regulatory commission. Under the
Electricity Act, the appropriate commission shall specify the terms and conditions for the determination of tariff. Pursuant to
the powers granted under the Electricity Act, various regulations and guidelines have been framed by the CERC and SERCs
for determination of tariff for thermal producers and generation, distribution, transmission, allowing open access, among others.
The Electricity (Amendment) Bill, 2014 was introduced to amend certain provisions of the Electricity Act. Among others, the
amendment empowers the GoI to establish and review a national tariff policy and electricity policy.
Shops and establishments legislations in various states
Under the provisions of local shops and establishments legislations applicable in the states in India where our establishments
are set up, such establishments are required to be registered. Such legislations regulate the working and employment conditions
of the workers employed in shops and establishments, including commercial establishments, and provide for fixation of working
hours, rest intervals, overtime, holidays, leave, termination of service, maintenance of records, maintenance of shops and
establishments and other rights and obligations of the employers and employees. These shops and establishments acts, and the
relevant rules framed thereunder, also prescribe penalties in the form of monetary fine or imprisonment for violation of
provisions, as well as procedures for appeal in relation to such contravention of the provisions.
Environmental laws
The Environment (Protection) Act, 1986 as amended (the “EPA”)
The EPA, is an umbrella legislation designed to provide a framework for the Government to co-ordinate the activities of various
central and state authorities established under previous laws, such as the Water (Prevention and Control of Pollution) Act, 1974,
the Air (Prevention and Control of Pollution) Act, 1981, etc. The EPA vests with the Government of India the power to take
any measure it deems necessary or expedient for protecting and improving the quality of the environment and preventing and
controlling environmental pollution. This includes rules for laying down the quality of environment, standards for emission of
discharge of environment pollutants from various sources as given under the Environment (Protection) Rules, 1986, inspection
of any premises, plant, equipment, machinery and examination of manufacturing processes and materials likely to cause
pollution.
Environment (Protection) Rules, 1986, as amended (the “Environment Rules”)
In exercise of powers conferred under the Environment Act, the Central Government notified the Environment Rules. Pursuant
to Environment Rules, every person who carries on an industry, operation or process requiring consent under Water (Prevention
and Control of Pollution) Act, 1974 or Air (Prevention and Control of Pollution) Act, 1981 or shall submit to the concerned
Pollution Control Board (“PCB”) an environmental statement for that financial year in the prescribed form.
The Environmental Impact Assessment Notification, 2006 (“EIA”)
As per the EIA, 2006, any construction of new projects or activities or the expansion or modernisation of existing projects or
activities as listed in the Schedule attached to the EIA Notification entailing capacity addition with change in process and or
technology can be undertaken only after the prior environmental clearance from the Central government or as the case may be,
by the State Level Environment Impact Assessment Authority, duly constituted by the Central government under the provisions
of the Environment (Protection) Act, 1986, in accordance with the procedure specified in the EIA Notification. The
environmental clearance process for new projects comprises of four stages viz. screening, scoping, public consultation and
appraisal.
The Water (Prevention and Control of Pollution) Act, 1974, as amended (the “Water Act”)
The Water Act, as amended aims to prevent and control water pollution by factories and manufacturing units and to maintain
and restore the quality and wholesomeness of water. Under the Water Act, any person establishing any industry, operation or
process, any treatment or disposal system, use of any new or altered outlet for the discharge of sewage or new discharge of
sewage, must obtain the consent of the relevant state pollution control board, which is empowered to establish standards and
conditions that are required to be complied with.
The Air (Prevention and Control of Pollution) Act, 1981, as amended (the “Air Act”)
The Air Act provides for the prevention, control and abatement of air pollution. Pursuant to the provisions of the Air Act, any
person establishing or operating any industrial plant within an air pollution control area, must obtain the consent of the relevant
state pollution control board prior to establishing or operating such industrial plant. The state pollution control board must
250decide on the application within a period of four months of receipt of such application. The consent may contain certain
conditions relating to specifications of pollution control equipment to be installed at the facilities. No person operating any
industrial plant in any air pollution control area is permitted to discharge the emission of any air pollutant in excess of the
standards laid down by the state pollution control board.
The Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 as amended (the “Hazardous
Waste Rules”)
The Hazardous Waste Rules regulate the management, treatment, storage, and disposal of hazardous waste. Under the
Hazardous Waste Rules, “hazardous waste” inter alia means any which by reason of characteristics such as physical, chemical,
biological, reactive, toxic, flammable, explosive or corrosive, causes danger or is likely to cause danger to health or
environment, whether alone or in contact with other wastes or substances. Every occupier of a facility generating hazardous
waste must obtain authorization from the relevant state pollution control board. Further, the occupier, importer or exporter, or
operator of a disposal facility is liable for damages caused to the environment or third party resulting from the improper handling
and management and disposal of hazardous waste and shall be liable to pay any financial penalty that may be levied by the
respective state pollution control board for violation of the Hazardous Waste Rules.
Water (Prevention & Control of Pollution) Cess Act, 1977 (the “Water Cess Act”) and Water (Prevention & Control of
Pollution) Cess Rules, 1978 (the “Water Cess Rules”)
The Water Cess Act has been enacted to provide for the levy and collection of a cess on water consumed by persons carrying
on certain industries and by local authorities, with a view to augment the resources of the central and State PCB for the
prevention and control of water pollution constituted under the Water Act. The Water Cess Rules have been notified under
Section 17 of the Water Cess Act and provide, inter alia, for the standards of the meters and places where they are to be affixed
and the furnishing of returns by consumers.
Industrial and Labour Related Regulations
In addition to the above legislations that are applicable to our Company in India, other legislations that may be applicable to
our operations include:
The Factories Act, 1948 (the “Factories Act”) read with Gujarat Factories Rules, 1963
Factories Act defines a ‘factory to cover any premises which employs ten or more workers on any day of the preceding twelve
months and in which manufacturing process is carried on with the aid of power or any premises where at least twenty workers
are employed in a manufacturing process’. Each state government has enacted rules in respect of the prior submission of plans
and their approval for the establishment of factories and registration and licensing of factories. The Factories Act provides that
an occupier of a factory i.e. the person who has ultimate control over the affairs of the factory and in the case of a company,
any one of the directors, must ensure the health, safety and welfare of all workers. There is a prohibition on employing children
below the age of fourteen years in a factory. The Factories Act also provides for imposition of fines and imprisonment of the
manager and occupier of the factory in case of any contravention of the provisions of the Factories Act. The Gujarat Factories
Rules, 1963 prescribe that the factories must provide adequate fire escapes and firefighting equipment, including trailer pumps.
In addition to the Factories Act, the employment of workers, depending on the nature of activity, is regulated by a wide variety
of generally applicable labour laws. The following in an indicative list of labour laws which may be applicable to our Company
due to the nature of our business activities:
• The Contract Labour (Regulation and Abolition) Act, 1970
• The Employees’ Compensation Act, 1923
• The Employees’ State Insurance Act, 1948
• The Industrial Disputes Act, 1947
• The Industrial Employment (Standing orders) Act, 1946
• Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act, 1979
• The Child Labour and Adolescent (Prohibition and Regulation) Act, 1986
• The Payment of Bonus Act, 1965
• The Minimum Wages Act, 1948
251• The Payment of Wages Act, 1936
• The Equal Remuneration Act, 1976
• Maternity Benefit Act, 1961
• The Apprentices Act, 1961
• The Payment of Gratuity Act, 1972
• The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
• Worker’s Compensation Act, 1923
• The employment exchange (compulsory notification of vacancies) act, 1960
In order to rationalise and reform labour laws in India, the Government has enacted the following codes:
• Code on Wages, 2019, which regulates and amalgamates wage and bonus payments and subsumes 4 existing laws
namely –the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the
Equal Remuneration Act, 1976. It regulates, inter alia, the minimum wages payable to employees, the manner of
payment and calculation of wages and the payment of bonus to employees.
• 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, and proposes to
subsume various social security related legislations, inter alia including the Employee’s State Insurance Act, 1948,
the Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, the Maternity Benefit Act,1961 and the
Payment of Gratuity Act, 1972. It governs the constitution and functioning of social security organisations such as the
Employee’s Provident Fund and the Employee’s State Insurance Corporation, regulates the payment of gratuity, the
provision of maternity benefits and compensation in the event of accidents that employees may suffer, among others.
The Ministry of Labour and Employment has by way of notifications, implemented only certain provisions of the Code
on Social Security, 2020, including the repeal of certain provisions of the Employees’ Provident Funds and
Miscellaneous Provisions Act, 1952.
• The Occupational Safety, Health, and Working Conditions Code, 2020, consolidates and amends the laws
regulating the occupational safety and health and working conditions of the persons employed in an establishment. It
replaces 13 old central labour laws including the Contract Labour (Regulation and Abolition) Act, 1970 and received
the presidential assent on September 28, 2020. It proposes to subsume several separate legislations, including the
Factories Act, 1948, the Contract Labour (Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen
(Regulation of Employment and Conditions of Service) Act, 1979, the Building and Other Construction Workers
(Regulation of Employment and Conditions of Service) Act, 1996 and the Building and Other Construction Workers
Welfare Cess Rules, 1998.
The Industries (Development and Regulation) Act, 1951
The Industries (Development and Regulation) Act, 1951, as amended (the “Industries (D&R) Act”) has been liberalized under
the New Industrial Policy dated July 24, 1991, and all industrial undertakings are exempt from licensing except for certain
industries such as distillation and brewing of alcoholic drinks, cigars and cigarettes of tobacco and manufactured tobacco
substitutes, all types of electronic aerospace and defence equipment, industrial explosives including detonating fuses, safety
fuses, gun powder, nitrocellulose and matches and hazardous chemicals and those reserved for the small scale sector.
An industrial undertaking which is exempt from licensing is required to file an Industrial Entrepreneurs Memorandum ("IEM”)
with the Secretariat for Industrial Assistance, Department of Industrial Policy and Promotion, Ministry of Commerce and
Industry, Government of India, and no further approvals are required under the I (D&R) Act.
Tamil Nadu Fire Servies Act, 1985 (“Fire Services Act”)
The Tamil Nadu Fire Service Act, 1985 includes the powers and duties of the fire service, including fire prevention, firefighting,
rescue operations, and resource management, and also provides penalties for offenses like obstructing firefighting, false fire
reports, and violations of duty by fire service members.
252Foreign Investment Regulations
Foreign Exchange Management Act, 1999 (the “FEMA”)
Foreign investment in India is primarily governed by the provisions of FEMA. Pursuant to FEMA, the GoI and the RBI have
promulgated various regulations, rules, circulars and press notes in connection with various aspects of foreign exchange with
facilitation of external trade and payments for promoting orderly developments and maintenance of foreign exchange market
in India.
FEMA Rules
The RBI, in exercise of its power under the FEMA, has notified the Foreign Exchange Management (Mode of Payment and
Reporting of Non-Debt Instruments) Regulations, 2019 by Notification No. FEMA. 395/2019-RB dated October 17, 2019
("FEMA Rules") to prohibit, restrict, or regulate transfer by or issue security to a person resident outside India. As laid down
by the FEMA Rules, no prior consents and approvals are required from the RBI for Foreign Direct Investment (“FDI”) under
the "automatic route" within the specified sectoral caps. In respect of all industries not specified as FDI under the automatic
route, and in respect of investment in excess of the specified sectoral limits under the automatic route, approval may be required
from the RBI. At present, the FDI Policy does not prescribe any cap on the foreign investments in the sector in which the
Company operates. Therefore, foreign investment up to 100% is permitted in the Company under the automatic route.
Foreign Trade (Development and Regulation) Act, 1992 (the “FTA”)
The FTA seeks to increase foreign trade by regulating imports and exports to and from India. The FTA read with the Indian
Foreign Trade Policy, 2015-20 provides that a person or company can make no exports or imports without having obtained an
importer exporter code number unless such person or company is specifically exempt. An importer exporter code number
allotted to an applicant is valid for all its branches, divisions, units and factories.
The Foreign Trade Policy, 2023 (the “Foreign Trade Policy”)
The Foreign Trade (Development & Regulation) Act, 1992 empowers the Central Government to formulate and announce, by
way of a notification, the foreign trade policy from time to time. The Foreign Trade Policy, which came into effect from April
1, 2023, contains provisions relating to export and import of goods and services.
The Foreign Trade Policy provides the general provisions governing imports and exports in India, duty exemption or remission
schemes, and policies relating to various export promotion schemes, export-oriented units, electronics hardware technology
parks, software technology parks and bio-technology parks, among others.
The Foreign Trade Policy mandates all importers and exporters of goods to obtain Importer Exporter Code (“IC”) from the
Director General of Foreign Trade (“DGFT”). According to the Foreign Trade Policy, exports and imports shall be "free except
when regulated by way of 'prohibition', 'restriction' or 'exclusive trading through state trading enterprises' as laid down in the
Indian Trade Classification (Harmonised System) for Exports and Imports Items (“ITC (HS)”). The import and export policies
for all goods are indicated against each item in the ITC (HS). In terms of the Foreign Trade Policy, domestic laws or technical
specification or environmental/safety and health laws that are applicable to domestically produced goods shall apply mutatis
mutandis on imports unless the same are explicitly exempted. However, goods to be utilised/consumed for manufacture of
export products, may be exempted by the DGFT from application of the domestic standards or quality specifications.
The Foreign Trade Policy empowers the DGFT to impose prohibitions or restrictions on the import or export of certain goods,
for reasons including the protection of public morals, protection of human, animal or plant life or health, and the conservation
of national resources. The Foreign Trade Policy also prescribes restrictions on imports or exports in relation to specific
countries, organizations, groups, individuals or products.
Remission of Duties and Taxes on Exported Products Scheme (the “RoDTEP”)
RoDTEP scheme was announced by Government of India on September 14, 2019 to boost exports by allowing reimbursement
of taxes and duties, which are not refunded under any other scheme. RoDTEP is a combination of the current Merchandise
Export from India Scheme and Rebate of State and Central Taxes and Levies and has replaced the other schemes. Earlier,
embedded duties and taxes, which are not refunded under any other scheme, range from 1-3%. Under this scheme, rebate of
these taxes are given in the form of duty credit/electronic scrip. RoDTEP has been notified on August 17,2021 with retrospective
effect from January 1, 2021. As per the notification dated March 8, 2024, the scheme has been extended till September 30, 2024
at the same rates to the existing export items.
253Taxation Laws
The Goods and Services Tax (“GST”) is levied on supply of goods or services or both jointly by the Central Government and
State Governments. GST provides for imposition of tax on the supply of goods or services and will be levied by the Central
Government and by the state government including union territories on intra-state supply of goods or services. Further, Central
Government levies GST on the inter-state supply of goods or services. The GST law is enforced by various acts viz. Central
Goods and Services Act, 2017 (“CGST Act”), relevant state's Goods and Services Act, 2017 (“SGST Act”), Union Territory
Goods and Services Act, 2017 (“UTGST Act”), Integrated Goods and Services Act, 2017 (“IGST Act”), Goods and Services
(Compensation to States) Act, 2017 and various rules made thereunder.
Further, the Income-tax Act, 1961 (“IT Act”) is applicable to every company, whether domestic or foreign whose income is
taxable under the provisions of this Act or rules made there under depending upon its 'Residential Status' and ‘Type of Income’
involved. The IT Act provides for the taxation of persons resident in India on global income and persons not resident in India
on income received, accruing or arising in India or deemed to have been received, accrued or arising in India. Every company
assessable to income tax under the IT Act is required to comply with the provisions thereof, including those relating to tax
deduction at source, advance tax, minimum alternative tax, etc. In 2019, the Government has also passed an amendment act
pursuant to which concessional rates of tax are offered to a few domestic companies and new manufacturing companies.
The Customs Act, 1962 as amended, regulates import of goods into and export of goods from India by providing for levy and
collection of customs duties on goods in accordance with the Customs Tariff Act, 1975. Any Company importing or exporting
goods is first required to get registered under the Customs Act and obtain an Importer Exporter Code under FTDR. Customs
duties are administrated by Central Board of Indirect Tax and Customs under the Ministry of Finance, Government of India
Intellectual property laws
Trade Marks Act, 1999 ("Trade Marks Act”)
The Trade Marks Act provides for the registration and better protection of trade marks for goods and services and for the
prevention of the use of fraudulent marks. The registration of a trademark under the Trade Marks Act confers on the proprietor
the exclusive right to the use of the trade mark, and the right to obtain relief in respect of infringement of the trade mark. The
registration of a trademark shall be for a period of ten years, but may be renewed from time to time as prescribed under the
Trade Marks Act. The Trade Marks Act also prescribes penalties for the falsification or false application of trade marks.
Designs Act, 2000 ("DA") and the Designs Rules, 2001 ("DR")
The DA regulates and protects the originality of an article's design and prohibits the piracy of registered designs. The primary
objective of the DA is to protect new or original designs from getting copied, and ensure that the creator, originator or artisan
of the design is not deprived of their rightful gains for the creation of their design. The central government also drafted the DR
under the authority of the DA for the purposes of specifying certain prescriptions regarding the practical aspects related to
designs such as payment of fees, register for designs, classification of goods, address for service, restoration of designs, etc.
Miscellaneous Regulations
The Competition Act, 2002
The Competition Act, 2002 (the “Competition Act”) as amended, prohibits anti-competitive agreements, abuse of dominant
positions by enterprises and regulates "combinations" in India. The Competition Act also established the Competition
Commission of India (the “CCI”) as the authority mandated to implement the Competition Act. The provisions of the
Competition Act, relating to combinations were notified on March 4, 2011 and have come into effect on June 1, 2011.
Combinations which are likely to cause an appreciable adverse effect on competition in a relevant market in India are void
under the Competition Act. A combination is defined under Section 5 of the Competition Act as an acquisition, merger or
amalgamation of enterprises) that meets certain asset or turnover thresholds. There are also different thresholds for those
categorized as ‘Individuals’ and ‘Group’. The CCI may enquire into all combinations, even if taking place outside India, or
between parties outside India, if such combination is likely to have an appreciable adverse effect on competition in India.
Effective June 1, 2011, all combinations have to be notified to the CCI within 30 days of the execution of any agreement or
other document for any acquisition of assets, shares, voting rights or control of an enterprise under Section 5(a) and (b) of the
Competition Act (including any binding document conveying an agreement or decision to acquire control, shares, voting rights
or assets of an enterprise; or the Board of Directors of a company (or an equivalent authority in case of other entities) approving
a proposal for a merger or amalgamation under Section 5(c) of the Competition Act. The obligation to notify a combination to
the CCI falls upon the acquirer in case of an acquisition, and on all parties to the combination jointly in case of a merger or
amalgamation.
254Approvals from local authorities
Setting up of a factory or manufacturing unit entails the requisite planning approvals to be obtained from the relevant local
panchayat(s) outside the city limits and appropriate metropolitan development authority within the city limits. Consents from
the state pollution control board(s) and the relevant state electricity board(s), among others, are required to be obtained before
commencing the building of a factory or starting manufacturing operations.
Other Laws
In addition to the above, our Company is also required to comply with the provisions of the Companies Act, and other applicable
statutes imposed by the Centre or the State for its day-to-day operations.
255HISTORY AND CERTAIN CORPORATE MATTERS
Brief History of our Company
Our Company was originally incorporated as “Manibhai and Brothers (Construction) Private Limited” a private limited
company under the Companies Act, 1956 through a certificate of incorporation dated June 16, 1981, issued by the RoC.
Thereafter, the name of the Company was changed to “M & B Engineering Private Limited” pursuant to a Board resolution
dated September 5, 2006 and a resolution passed in the extra ordinary general meeting of the Shareholders held on November
7, 2006 and consequently a fresh certificate of incorporation dated November 22, 2006 was issued by the Registrar of
Companies, Gujarat, Dadra and Nagar Haveli to reflect the change in name.
Subsequently, our Company was converted into a public limited company, pursuant to a resolution passed in the extra ordinary
general meeting of the Shareholders held on March 24, 2011. Consequently, the word ‘Private’ was deleted from the name of
our Company and the name was changed to “M & B Engineering Limited” pursuant to a Shareholders’ resolution dated March
24, 2011 and Board resolution dated March 5, 2011. Consequently, a fresh certificate of incorporation dated March 30, 2011
was issued by the Registrar of Companies, Gujarat, Dadra and Nagar Haveli to reflect the change in name.
Changes in Registered Office
The following table sets out the details of the change in registered office of the Company since its date of incorporation:
Date of change of Details of change in address of our registered office Reason for change
registered office
June 1, 1995 Change in the registered office of the Company from 28, With a view to better administrative and other
New Brahmakshatriya Society, Ellisbridge, Ahmedabad – controls, since the new registered office has
380 006 to M.B. House, 51, Chandrodaya Society, Opp. sufficient space for keeping records and
Golden Triangle, Stadium Road, Post Navjivan, accommodating necessary staff and is centrally
Ahmedabad – 380 014, Gujarat, India located.
Main Objects of our Company
The main objects of our Company contained in its Memorandum of Association are as disclosed below:
1. To carry on the trade of business of service contractors and engineers in any branch of industry as also manufacturers,
builders and contractors of every type and description and to own, control, manage or to erect, construct, maintain,
alter, repair, pull down and restore either alone or jointly or in collaboration with any other or others, works of all
descriptions in particular Pre engineered Steel Buildings / Roofing, Steel Door & Windows, Gas pipe line, barrages,
dams, sluices, locks, embankments, quarries breakwaters, docks, quays, harbors, pixels, wharves, canals, tanks,
bridges, aqueducts, reservoirs, irrigation, reclamation, improvement, river works of all kinds, railways, waterways,
roads, bridges, warehouses, offices, factories, mills, engines, steel plant, machinery and equipment of every
descriptions, gas works, drainage and sewerage works and buildings of every description in and outside the union of
India.
2. To construct, erect, execute, build, carry out, equip, alter, repair, remodel, decorate, maintain, demolish, develop,
improve, maintain, furnish, administer, manage or control, grade, curve, pave, macadamize, cement and maintain
buildings, structures, houses, apartments, townships, multi-storey housing/commercial complexes, landscapes,
hospitals, schools, places of worship, highway, roads, paths, streets, side ways, seaports, airports, bridges, gardens,
flyovers, subways, alleys, pavements and to do other similar constructions, levelling or paving work and to build,
construct and repair railways to manufacture for railway or any other Government, local body, private enterprises,
any item or parts wholly partially as per their requirement, waterways, electrical/ mechanical, electronic works,
tunnels, wharves, canals, reservoirs, embankments, tanks, aqueducts, parts marine drainage, piers, docks, water
works, drainage works, light houses, power houses, irrigation, reclamations, sewage, drainage, sanitary, water, waste
gas, electric lights, telephonic, telegraphic, television installations and power works, hotels, warehouses, markets,
bazaars, places of amusements, pleasure grounds, parks, swimming pools, water sewage and effluent treatment plants,
dairies, furnaces, saw mills, crushing works, hydraulic works, tanneries, factories, mills, industrial structures, floor
and to do all kinds of excavating, dredging and digging work to make all kinds of iron, steel, wood, glass, machinery,
and earth construction, to design, devise, decorate plant model and to furnish labour and all kinds of materials to
supervise construction or other work.
3. To enter into any arrangement, agreement, contract, sub-contract, lease, sublease with Central or any State
Government, department and undertaking, municipality, local authority, corporation, co- operative society,
company(s), firm, partnership, person or persons, individual or individuals in furtherance of any objects of the
Company, to establish branches, depots, work sports, site offices for purposes of carrying out the objects of the
256company, and to act as consulting engineers, contract engineers, civil engineers, architects, designers, decorators,
founders, painter, engravers, masons and structural engineers.
4. To plan, promote, generate, acquire by purchase in bulk, develop, distribute, and accumulate power by wind, solar,
hydro, thermal, atomic, biomass, coal, lignite, gas, ocean energy, geothermal or any other by which energy, power
for captive consumption by the Company and / or for consumption by central, state, local or any Government or semi-
Government organization.
The objects clause as contained in the Memorandum of Association enables our Company to carry on the business presently
being carried out.
Amendments to the Memorandum of Association
The amendments to the Memorandum of Association of our Company in the 10 years immediately preceding the date of this
Prospectus are as detailed below.
Date of Shareholders’ Nature of Amendment
Resolution/ Effective Date
June 6, 2024 Clause (V) of the MoA was amended to reflect the increase in authorized share capital from ₹ 750,000,000
(Seventy-Five Crores only) divided into 75,000,000 (Seven Crore Fifty Lakh) Equity Shares of face value
of ₹ 10 (Rupees Ten only) each to ₹ 800,000,000 (Eighty Crores only) divided into 75,000,000 (Seven Crore
Fifty Lakh) Equity Shares of face value of ₹ 10 (Rupees Ten only) each and 5,000,000 (Fifty Lakh)
Preference Shares of face value of ₹ 10 (Rupees Ten only) each.
September 30, 2023 Clause (V) of the MoA was amended to reflect the increase in authorised share capital from ₹ 300,000,000
(Rupees Thirty Crore only) divided into 30,000,000 (Three Crore only) Equity Shares of ₹ 10 (Rupees Ten
only) each to ₹ 750,000,000 (Rupees Seventy-Five Crores only) divided into 75,000,000 (Seven Crore Fifty
Lakh) Equity Shares of ₹ 10 (Rupees Ten only) each.
Major events and milestones of our Company and its Subsidiaries
The table below sets out some of the major events in the history of our Company and its Subsidiaries:
Calendar Year Major events and milestones
2013 Phenix Building Solutions Private Limited awarded completion certificate by Tebodin Consultants &
Engineers India Private Limited, for successfully completing design, manufacture, supply and erection of the
pre-engineered steel building for Gestamp Sungwoo Stamping & Assemblies Private Limited, with an overall
built-up area of 17,000 sq. mtr.
2014-2015 Phenix Building Solutions Private Limited awarded certificate of appreciation by Thyssenkrup Industries
India Private Limited for achieving 0.26 million LTI free safe man-hours, at CCPP Construction site at
Reliance Project Management Group (RPMG), Dahej
2017 Our Company incorporated its wholly owned subsidiary, Phenix Construction Technologies Inc., in USA
2021 Awarded certificate of appreciation by Voltbek Home Appliances Pvt Ltd for achieving 380,000 safe man
hours
2021 Our Company was granted certificate of appreciation by Haier North Industrial Park Project, Noida in
recognition of our team’s contribution and ongoing commitment toward safety, health, and environment which
has resulted in achievement of one million safe man hours without lost time injury from the period October,
2019 to March, 2021, during the construction of Haier North Industrial Park Project, Greater Noida
2024 Our Company has acquired Phenix Building Solutions Private Limited
Key awards, accreditations, and recognitions received by our Company and Subsidiaries
The table below sets out certain key awards, accreditations, and recognitions received by our Company and Subsidiaries:
Calendar Year Award/Accreditation/Recognition
2012 Phenix Construction Technologies, awarded certificate of honour for best safety performer of the year in
contractor category and contributing in achieving safety excellence during occasion of 41st National Safety
Week – 2012, by Adani Hazira Port Pvt Ltd.
2016 Phenix Construction Technologies awarded certificate for best contractor in safety competition on the
occasion of 45th national safety day celebration, by Mundra Solar Technopark Private Limited.
2017 Phenix Construction Technologies awarded certificate of safety appreciation by Takenaka India Private
Limited for the best safety performance at site Daikin Phase – II Neemrana for the year 2016-2017.
2017 Our Company was awarded certificate of appreciation by SMCC Construction India Limited, for the unique
performance and contribution to the environment, health, safety for Green Metal Project, Building No. 3,
Techno Trends Avto Park, Vithlapur, Ahmedabad.
2020 Our Company was awarded by Tata Steel Limited, for their excellent work done towards the installation and
commissioning of the shed (130 x 104) meter and the gable end (20x104) meter, at Tata Steel Growth Shop,
257Calendar Year Award/Accreditation/Recognition
Ghamaria and completion of the building erection, sheeting works as per SOP, discipline and without any
single LTI.
2020 Certificate of Safety Appreciation by Takenaka for the best safety improvement at ASTI India Project
2021 Awarded certificate of appreciation for the best HSE Performer for calendar year 2020-21 by Adani Wilmar
AWL- Mundra OLEO Chemical Building.
2021 ISO 9001:2015 and ISO 45001: 2018 certificate for design, manufacture, erection and commissioning and
sales of pre-engineered steel buildings, complex structures & components.
2022 ISO/IEC 17025: 2017 certificate for ‘general requirements for the competence of testing and calibration
laboratories’ for our facility at plot no. 30P, Village Naranpura, Ahmedabad, Gujarat, India.
2023 Our Company was awarded certificate of appreciation by Zydus Pharmaceuticals Limited, for supply and
erection of pre-engineering building for Zydus Pharmaceuticals Limited, Pharm SEZ Matoda, Gujarat. Pharm
SEZ.
2024 Our Company was granted certificate of appreciation by Toyota Forms India Private Limited, for supply and
erection of pre-engineering building for Toyota Forms India Private Limited, Bavla, Gujarat.
2024 Phenix Building Solutions Private Limited awarded certificate of achievement in recognition of achieving
monthly HSE audit benchmark consistently in construction jobs of PV Solar Project at Jamnagar by Reliance
Industries Limited.
2023/2024 Phenix Construction Technologies awarded Best Performing Business Partner by Voltas.
2024 Phenix Construction Technologies accredited FM approval from FM Global Group.
2025 Membership certificate from the Confederation of Indian Industry, to certify our Phenix Construction
Technologies’ – A division of M and B Engineering Ltd is an annual membership of Indian Green Building
Council.
2025 Phenix Construction Technologies was granted the certificate of registration for certification of manufacturers
of steel building systems by Canadian Welding Bureau Registration.
Other Details Regarding our Company
Significant financial and/or strategic partnerships
Our Company does not have any significant financial and strategic partners as of the date of this Prospectus.
Defaults or rescheduling of borrowings from financial institutions or banks
As on date of this Prospectus, no payment defaults or rescheduling have occurred in relation to any borrowings availed by our
Company from any financial institutions or banks in the last ten years prior to filing of this Prospectus.
Time and cost overruns in setting up projects
As on date of this Prospectus, there have been no time and cost over-runs in respect of our business operations.
Launch of key products or services, entry into new geographies or exit from existing markets, capacity/ facility creation or
location of plants
For details of key products or services launched by our Company, entry into new geographies or exit from existing markets and
capacity/facility creation to the extent applicable, see “Our Business” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” on pages 204 and 363, respectively.
Holding Company
As of the date of this Prospectus, our Company does not have a holding company.
Joint Ventures and Associate Companies
As of the date of this Prospectus, our Company does not have any joint ventures or associate companies.
Details regarding material acquisitions or divestments of business/undertakings, mergers, amalgamations, and
revaluation of assets, if any, in the last ten years
Except as stated below, our Company has not made any material acquisitions or divestments of business/undertakings, mergers,
amalgamations, and revaluation of assets, if any, in the last ten years immediately preceding the date of this Prospectus.
Acquisition and divestment of our stake in Modtech Machines Private Limited (“Modtech”):
Our Company acquired 51% stake in the equity share capital of Modtech, for a total consideration of ₹52.09 million, pursuant
to a revised memorandum of understanding dated January 29, 2021, amending the original memorandum of understanding
258dated October 7, 2020, entered into between our Company, Modtech, Malav Patel, Chirag Patel, and Kishansinh Gohil. Our
Company also entered into a Joint Venture-cum-Shareholders Agreement dated May 18, 2021, with Kishansinh Gohil, which
set out the terms and conditions for acquisition of additional equity shares of Modtech and governing the management of the
affairs of Modtech. The value of the equity shares of Modtech was considered ₹ 334.21 per equity share, as of December 21,
2020, determined on the basis of valuation report by Tipsons Consultancy Services Private Limited.
Subsequently, our Company entered into a Share Purchase-Cum-Shareholders Agreement (“SPSHA”) dated May 24, 2023,
with Varun Gajjar, Modtech, and Kishansinh Gohil. By way of this SPSHA, Varun Gajjar acquired the entire 51% stake held
by our Company in the equity share capital of Modtech. We divested our stake in Modtech, for an aggregate consideration of
₹40.39 million, due to global recessionary conditions in the segment dealt with by Modtech, which impacted our Company’s
performance. The value of the equity shares of Modtech was considered ₹ 259 per equity share, as of March 31, 2023,
determined on the basis of valuation report by Tipsons Consultancy Services Private Limited.
Details of acquisition of equity shares in Modtech are as disclosed below:
Name of the acquirer Our Company
Name of the acquiree Modtech Machines Private Limited
Relationship of the Promoters Relationship with Modtech Machines Private: Not related
or Directors with Modtech
Machines Private Limited, Relationship with Malav Patel: He is the Promoter of our Company.
Malav Patel, Chirag Patel,
Kishansinh Gohil, and Varun Relationship with Chirag Patel: He is the Promoter of our Company.
Gajjar
Relationship with Kishansinh Gohil: Not related
Relationship with Varun Gajjar: Not related
Summarised information about 1. Revised memorandum of understanding dated January 29, 2021– The value of the equity shares of
valuation Modtech was considered ₹ 334.21 per equity share, as of December 21, 2020, determined on the basis
of valuation report by Tipsons Consultancy Services Private Limited.
2. SPSHA – The value of the equity shares of Modtech was considered ₹ 259 per equity share, as of
March 31, 2023, determined on the basis of valuation report by Tipsons Consultancy Services Private
Limited.
Effective date of transaction January 29, 2021, May 24, 2023
Acquisition of stake in Phenix Building Solutions Private Limited:
On March 7, 2024, our Company, along with Malav Girishbhai Patel as the nominee shareholder of our Company, acquired
50,000 equity shares in Phenix Building Solutions Private Limited, for an aggregate consideration of ₹132.70 million. The
value of the equity shares of Phenix Building Solutions Private Limited was considered ₹ 2,654 per equity share, as of February
29, 2024, determined on the basis of valuation report by Talati & Talati LLP.
Details of acquisition of equity shares in Phenix Building Solutions Private Limited are as disclosed below:
Name of the acquirer Our Company*
Name of the acquiree Phenix Building Solutions Private Limited
Relationship of the Promoters Relationship with Phenix Building Solutions Private Limited: The transferor of shares, namely,
or Directors with Phenix Vipinbhai Kantilal Patel, Leenaben Vipinbhai Patel, Aditya Vipinbhai Patel, Girishbhai Manibhai Patel,
Building Solutions Private Umaben Girishbhai Patel, Birva Chirag Patel, Malav Girishbhai Patel, Chirag Hasmukhbhai Patel, were
Limited our Promoters and members of our Promoter Group
Summarised information about The value of the equity shares of Phenix Building Solutions Private Limited was considered ₹ 2,654.00
valuation per equity share, as of February 29, 2024, determined on the basis of valuation report by Talati & Talati
LLP.
Effective date of transaction March 7, 2024
*along with Malav Girishbhai Patel as the nominee shareholder of our Company holding one share
Divestment of stake in Phenix Engineering Services Private Limited (formerly known as Phenix Building Services Private
Limited):
On March 7, 2024, our Company divested its entire stake of 50,000 equity shares in Phenix Engineering Services Private
Limited (formerly known as Phenix Building Services Private Limited) to the acquirers/ transferees (Aditya Vipinbhai Patel,
Birva Chirag Patel, Chirag Hasmukhbhai Patel, Girishbhai Manibhai Patel, Leenaben Vipinbhai Patel, Umaben Girishbhai
Patel, Vipinbhai Kantilal Patel and Malav Girishbhai Patel), for an aggregate consideration of ₹0.50 million. We divested our
stake in Phenix Engineering Services Private Limited as the entity was non-operational.
Shareholders’ agreements
259As on the date of this Prospectus, there are no subsisting agreements entered into by and between our Company and
Shareholders of our Company, and there are no special rights available to the promoters/shareholders of the Company.
There are no inter-se agreements/ arrangements to which the Company or any of its Promoters are a party to and therefore,
there are no clauses/ covenants which are material and which needs to be disclosed, there are no other clauses / covenants in
the inter-se agreements or arrangements or the Articles of Association which are adverse / pre-judicial to the interest of the
minority/ public shareholders of the Company. Further, there are no other agreements, deed of assignments, acquisition
agreements, shareholder agreements, inter-se agreements or agreements of like nature, other than as disclosed in this Prospectus.
There are no agreements entered into by the Shareholders, Promoters, Promoter Group entities, related parties (as defined under
Section 2(76) of the Companies Act), Subsidiaries, Directors, Key Managerial Personnel, employees of our Company, among
themselves or with our Company or with a third party, solely or jointly, which, either directly, indirectly, 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 agreement.
Agreements with Key Managerial Personnel, Senior Management, Directors, Promoters, or any other employee
There are no agreements entered into by our Promoters, Key Managerial Personnel, Senior Management or Directors 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.
Other than as disclosed above, our Company is not a party to any other agreements, including any deed of assignments,
acquisition agreements, shareholders’ agreements, inter-se agreements/arrangements or agreements of like nature, with respect
to securities of our Company. Further, we confirm there are no other inter-se agreements, arrangements and clauses or covenants
which our Company is a party to, in relation to securities of our Company, which are material, adverse or pre-judicial to the
interest of the minority/ public shareholders or which may have a bearing on the investment decision.
Guarantees given by the Promoters participating in the Offer for Sale
Our Promoters, namely Girish Manibhai Patel, Chirag Hasmukhbhai Patel, Vipinbhai Kantilal Patel and Malav Girishbhai
Patel, have issued personal guarantees in relation to loans availed by our Company and its Subsidiaries. Set out below are the
details of the said personal guarantees:
[Remainder of the page intentionally left blank]
260In relation to the facilities availed by the Company:
Promoters Name of the Type of Facility Sanctioned Security Obligation on Obligation of the Reason Consideration
Lender Amount our Company Promoters offering
(in ₹ million) their shares in the
Offer for Sale
Personnel Guarantee of ICICI Bank Working Capital 750.00 (First Pari Passu Charge for Working To the extent of To the extent of For obtaining Nil
Directors namely Ltd facilities Capital Fund Based and Non-Fund repayment of personal guarantee in Working Capital
Chirag Patel, Malav including fund Based facilities on immovable property, facility used by terms of repayment if facilities including
Patel, Girish Patel and based and non Current asset and Movable Fix assets of Company the Company fund based and non
Vipin Patel fund based limits- the Company except fixed assets for defaults fund based limits
Sanction letter cheyyar plant chennai with respect to
dated December Sanction letter dated
20, 2024 December 20, 2024
Personnel Guarantee of ICICI Bank Working Capital 350.00 (First Pari Passu Charge for Working To the extent of To the extent of For obtaining Nil
Directors namely Ltd facilities Capital Fund Based and Non-Fund repayment of personal guarantee in Working Capital
Chirag Patel, Malav including fund Based facilities on immovable property, facility used by terms of repayment if facilities including
Patel, Girish Patel and based and non Current asset and Movable Fix assets of Company the Company fund based and non
Vipin Patel fund based limits- the Company except fixed assets for defaults fund based limits-
Sanction letter cheyyar plant chennai Sanction letter dated
dated December December 20, 2024
20, 2024
Personnel Guarantee of Standard Working Capital 825.00 (First Pari Passu Charge for Working To the extent of To the extent of For obtaining Nil
Directors namely Chartered facilities Capital Fund Based and Non-Fund repayment of personal guarantee in Working Capital
Chirag Patel, Malav Bank including fund Based facilities on immovable property, facility used by terms of repayment if facilities including
Patel, Girish Patel and based and non Current asset and Movable Fix assets of Company the Company fund based and non
Vipin Patel fund based limits- the Company except fixed assets for defaults fund based limits-
Sanction letter cheyyar plant chennai Sanction letter dated
dated September September 10, 2024
10, 2024
Personnel Guarantee of HDFC Bank Working Capital 750.00 (First Pari Passu Charge for Working To the extent of To the extent of For obtaining Nil
Directors namely Ltd facilities Capital Fund Based and Non-Fund repayment of personal guarantee in Working Capital
Chirag Patel, Malav including fund Based facilities on immovable property, facility used by terms of repayment if facilities including
Patel, Girish Patel and based and non Current asset and Movable Fix assets of Company the Company fund based and non
Vipin Patel fund based limits- the Company except fixed assets for defaults fund based limits-
Sanction letter cheyyar plant chennai Sanction letter dated
dated October 8, October 8, 2024
2024
Personnel Guarantee of Kotak Working Capital 863.00 (First Pari Passu Charge for Working To the extent of To the extent of For obtaining Nil
Directors namely Mahindra facilities Capital Fund Based and Non-Fund repayment of personal guarantee in Working Capital
Chirag Patel, Malav Bank Ltd including fund Based facilities on immovable property, facility used by terms of repayment if facilities including
Patel, Girish Patel and based and non Current asset and Movable Fix assets of Company the Company fund based and non
Vipin Patel fund based limits- the Company except fixed assets for defaults fund based limits-
Sanction letter cheyyar plant chennai Sanction letter dated
May 16, 2024
261Promoters Name of the Type of Facility Sanctioned Security Obligation on Obligation of the Reason Consideration
Lender Amount our Company Promoters offering
(in ₹ million) their shares in the
Offer for Sale
dated May 16,
2024
Personnel Guarantee of Bank of Working Capital 383.00 (First Pari Passu Charge for Working To the extent of To the extent of For obtaining Nil
Directors namely Baroda facilities Capital Fund Based and Non-Fund repayment of personal guarantee in Working Capital
Chirag Patel, Malav including fund Based facilities on immovable property, facility used by terms of repayment if facilities including
Patel, Girish Patel and based and non Current asset and Movable Fix assets of Company the Company fund based and non
Vipin Patel fund based limits- the Company except fixed assets for defaults fund based limits-
Sanction letter cheyyar plant chennai Sanction letter dated
dated February February 25, 2025
25, 2025
Personnel Guarantee of Bank of Working Capital 100.00 (First Pari Passu Charge for Working To the extent of To the extent of For obtaining Nil
Directors namely Baroda facilities Capital Fund Based and Non-Fund repayment of personal guarantee in Working Capital
Chirag Patel, Malav including fund Based facilities on immovable property, facility used by terms of repayment if facilities including
Patel, Girish Patel and based and non Current asset and Movable Fix assets of Company the Company fund based and non
Vipin Patel fund based limits- the Company except fixed assets for defaults fund based limits-
Sanction letter cheyyar plant chennai Sanction letter dated
dated February February 25, 2025
25, 2025
Personnel Guarantee of Axis Bank Working Capital 329.00 (First Pari Passu Charge for Working To the extent of To the extent of For obtaining Nil
Directors namely facilities Capital Fund Based and Non-Fund repayment of personal guarantee in Working Capital
Chirag Patel, Malav including fund Based facilities for immovable property, facility used by terms of repayment if facilities including
Patel, Girish Patel and based and non Current asset and Movable Fix assets Company the Company fund based and non
Vipin Patel fund based limits- except cheyyar plant chennai defaults fund based limits-
Sanction letter Sanction letter dated
dated April 3, April 3, 2025
2025
Personnel Guarantee of Axis Bank Working Capital 250.00 (First Pari Passu Charge for Working To the extent of To the extent of For obtaining Nil
Directors namely facilities Capital Fund Based and Non-Fund repayment of personal guarantee in Working Capital
Chirag Patel, Malav including fund Based facilities on immovable property, facility used by terms of repayment if facilities including
Patel, Girish Patel and based and non Current asset and Movable Fix assets of Company the Company fund based and non
Vipin Patel fund based limits- the Company except fixed assets for defaults fund based limits-
Sanction letter cheyyar plant chennai Sanction letter dated
dated April 3, April 3, 2025
2025
Personnel Guarantee of Standard Term Loan - 200.00 (First Pari Passu Charge on Movable Fix To the extent of To the extent of For obtaining Term Nil
Directors namely Chartered Sanction Letter assets & immovable property of cheyyar repayment of personal guarantee in Loan - Sanction
Chirag Patel, Malav Bank Dated January 5, plant chennai facility used by terms of repayment if Letter Dated January
Patel, Girish Patel and 2024 Company the Company 5, 2024
Vipin Patel defaults
262In relation to the facilities availed by the Phenix Building Solutions Private Limited:
Promoters Name of the Type of Facility Sanctioned Security Obligation on Obligation of the Reason Consideration
Lender Amount our Company Promoters offering
(in ₹ million) their shares in the
Offer for Sale
Personnel Guarantee of Standard Working Capital 200.00 Equatable mortgage on immovable To the extent of To the extent of For obtaining Nil
Promoters namely Chartered non fund based propery i.e.F-903, Tulip Sitadel, repayment of personal guarantee in Working Capital non
Chirag Patel, Malav Bank limits- Sanction Ahmedabad and Property at 403-A & facility used by terms of repayment if fund based limits-
Patel, Girish Patel and letter dated 403-B "Shikhar Building", Survey no. Company the Company Sanction letter dated
Vipin Patel September 10, 104, Village-Khoda, Sanand, Survey defaults September 10, 2024
2024 No. 435/2, Village - Moraiya - All
properties owned by Group Concerns
The abovementioned guarantees have been issued in connection with loans availed by our Company and its Subsidiaries. Pursuant to the terms of the guarantees, the obligation of our
Promoters includes repayment of the guaranteed sum in case of default by the Company and its Subsidiaries. The financial implications in case of default by the Company and its Subsidiaries
are that the lender would be entitled to invoke the guarantees to the extent of the outstanding loan amount, together with any interests, costs or charges due to the respective lenders. The
guarantees are effective for a period until the underlying loan is to be repaid by the Company and its Subsidiaries.
263OUR SUBSIDIARIES
Our Subsidiaries
As on the date of this Prospectus, our Company has two Subsidiaries, the details of which are below.
Indian Subsidiary
1. Phenix Building Solutions Private Limited.
Foreign Subsidiaries
1. Phenix Construction Technologies Inc.
Set out below are the details of our Subsidiaries.
Indian Subsidiary
1. Phenix Building Solutions Private Limited (“PBSPL”)
Corporate Information
PBSPL was incorporated as a private limited company under the Companies Act, 1956, pursuant to a certificate of
incorporation dated November 2, 2007 issued by the Registrar of Companies, Gujarat, Dadra and Nagar Havelli. Its
CIN is U45201GJ2007PTC052112, and its registered office is situated at M. B. House, 51, Chandrodaya Society, Opp.
Golden Triangle, Stadium Road, Ahmedabad – 380014, Gujarat.
Nature of business
PBSPL is engaged in the business of purchase, sale and erection of pre engineered buildings and steel structure.
Capital structure
Particulars No. of equity shares of face
value of ₹ 10 each
Authorised share capital of ₹ 25,00,000 2,50,000
Issued, subscribed and paid-up equity share capital of ₹ 5,00,000 50,000
Shareholding pattern
The shareholding pattern of PBSPL as on the date of this Prospectus is as follows:
Name of the shareholder No. of equity shares (of ₹ 10 each) Percentage of total capital
held (%)
M & B Engineering Limited 49,999 99.99
Malav Girishbhai Patel (Nominee of M & B 1 Negligible
Engineering Limited)
Total 50,000 100.00
Summary of financials
The summary of PBSPL’s financials as on the date of this Prospectus is as follows:
(in ₹ million)
Fiscal Equity capital Reserves or Revenue from Profit/ (loss) Earnings per Earnings per
surplus or other operations after tax share (basic) (in share (diluted) (in
equity ₹) ₹)
Fiscal 2025 0.50 158.59 882.09 16.31 326.28 326.28
Fiscal 2024 0.50 142.28 2,075.67 47.88 957.64 957.64
Fiscal 2023 0.50 94.40 2907.40 22.97 459.46 459.46
264Foreign Subsidiaries
1. Phenix Construction Technologies Inc. (“PCTI”)
Corporate Information
PCTI was incorporated as a company on June 9, 2017, under laws of the State of Delaware, pursuant to a certificate
of incorporation by American Incorporators Ltd. Its registered office is situated at 1013 Centre Rd. Suite 403-A,
Wilmington DE 19805, County of New Castle.
Nature of business
PCTI is engaged in the business of trading of pre-engineered building and steel structure.
Capital structure
Particulars No. of shares of face value of
USD 10 each
Authorised share capital of USD 50,000 5,000
Issued, subscribed and paid-up share capital of USD 25,000 2,500
Shareholding pattern
The shareholding pattern of PCTI as on the date of this Prospectus is as follows:
Name of the shareholder No. of shares (of USD 10 each) held Percentage of total capital (%)
M & B Engineering Limited 2,500 100
Total 2,500 100
Summary of financials
The summary of PCTI’s financials as on the date of this Prospectus is as follows:
(in ₹ million)
Fiscal Equity capital Reserves or Revenue from Profit/ (loss) Earnings per Earnings per
surplus or other operations after tax share (basic) (in share (diluted) (in
equity ₹) ₹)
Fiscal 2025 1.72 (105.35) 615.23 12.72 5,089.97 5,089.97
Fiscal 2024 2.09 (93.66) 120.81 (28.99) (11,592.68) (11,592.68)
Fiscal 2023 2.05 (81.52) 354.19 (46.54) (18,616.10) (18,616.10)
Common pursuits
Except our Subsidiaries, PBSPL and PCTI which are engaged in the same line of business as that of our Company, there are no
common pursuits between our Subsidiaries and our Company.
Our Company ensures necessary procedure and practices as permitted by laws and regulatory guidelines to address any conflict
situations as and when they arise. Our Company has not encountered any such instances of conflict in the past.
Accumulated profits or losses
As on the date of this Prospectus, there are no accumulated profits or losses of our Subsidiaries, which are not accounted for by
our Company.
Business interest between our Company and our Subsidiaries
None of our Subsidiaries have any business interest in our Company other than as stated in “Our Business” and “Related Party
Transactions”, on pages 204 and 298 respectively.
Other confirmations
Listing
None of our Subsidiaries are listed on any stock exchange in India or abroad. Further, neither have any of our Subsidiaries been
refused listing in the last ten years by any stock exchange in India or abroad, nor have any of our Subsidiaries failed to meet
the listing requirements of any stock exchange in India or abroad.
265There is no conflict of interest between the Subsidiaries or any of their directors and the lessors of immovable properties of our
Company (who are crucial for the operations of our Company).
There is no conflict of interest between the Subsidiaries or any of their directors and the suppliers of raw materials and third-
party service providers of our Company (who are crucial for the operations of our Company)
266OUR MANAGEMENT
Board of Directors
In accordance with the Companies Act and our Articles of Association, our Company is required to have not less than three
Directors and not more than 15 Directors, or such higher number as determined by our Company after passing a special
resolution in its general meeting.
As of the date of this Prospectus, our Board comprises of 12 Directors, of whom five are Executive Directors, two are Non-
Executive Director and five are Independent Directors (including one-woman Independent Director).
The following table sets out details regarding our Board as of the date of this Prospectus:
Name, DIN, designation, date of birth, address, occupation, Age Other directorships
term, and period of directorship of our Directors (years)
Hemant Ishwarlal Modi 70 Indian Companies:
DIN: 00171161 • JMC Mining and Quarries Limited
Designation: Non-Executive Chairman and Independent Director • Renosen Pharmaceuticals Private Limited
Date of birth: June 23, 1955 Foreign Companies:
Address: 363-A, Lane-18, Satyagrah Chhavni, Soc, Satellite Road, NIL
Ambawadi Vistar, Ahmadabad, Gujarat, 380015
Occupation: Business
Current term: For a period of 5 years from April 2, 2024
Period of directorship: Since April 2, 2024
Chirag Hasmukhbhai Patel 54 Indian Companies:
DIN: 00260514 • Maxim Finance Private Limited
Designation: Joint Managing Director • Shrinathji Prestressed Private Limited
Date of birth: March 26, 1971 • Giriraj Prestressed Private Limited
Address: Diya Residence, Behind Karnavati Club, Opp. Spring • Azkka Pharmaceuticals Private Limited
Valley Gate-2, Mummatpura, Daskroi, Ahmedabad, Bopal, Gujarat
- 380 058 • Phenix Building Solutions Private Limited
Occupation: Business
• Phenix Engineering Services Private Limited
Current term: For a period of three years from April 1, 2023 to
Foreign Companies:
March 31, 2026*
NIL
Period of directorship: Since May 1, 1993
Malav Girishbhai Patel 48 Indian Companies:
DIN: 00260602 • Maxim Finance Private Limited
Designation: Joint Managing Director • Shrinathji Prestressed Private Limited
Date of birth: October 20, 1976 • Giriraj Prestressed Private Limited
Address: Nisarg Bunglow, Spring Valley Road, Behind Karnavati • Azkka Pharmaceuticals Private Limited
Club, S.G. Highway, Daskroi, Ahmedabad, Gujarat – 380 058
• Phenix Building Solutions Private Limited
Occupation: Business
• Phenix Engineering Services Private Limited
Current term: For a period of three years from April 1, 2023 to
March 31, 2026*
Foreign Companies:
267Name, DIN, designation, date of birth, address, occupation, Age Other directorships
term, and period of directorship of our Directors (years)
Period of directorship: Since February 1, 2001 • Phenix Construction Technologies Inc
Vipinbhai Kantilal Patel 77 Indian Companies:
DIN: 00260734 • Azkka Pharmaceuticals Private Limited
Designation: Non-Executive Director • Shrinathji Prestressed Private Limited
Date of birth: March 17, 1948 • Giriraj Prestressed Private Limited
Address: 2, Nandanvan, Nr. Shaym Vihar, Opp. Silver Square, • L V Finance Private Limited
Thaltej – Shilaj Road – Thaltej, Ahmedabad, Gujarat – 380 059
• Maxim Finance Private Limited
Occupation: Business
• Phenix Building Solutions Private Limited
Current term: Liable to retire by rotation
• Phenix Engineering Services Private Limited
Period of directorship: Since December 31, 1984
Foreign Companies:
NIL
Girishbhai Manibhai Patel 77 Indian Companies:
DIN: 00261624 • Maxim Finance Private Limited
Designation: Whole-time Director • Shrinathji Prestressed Private Limited
Date of birth: August 31, 1947 • Giriraj Prestressed Private Limited
Address: Nisarg, Opp. Ace Tenis Club, B/h Karnavati Club, • Azkka Pharmaceuticals Private Limited
Mumatpura, Daskroi, Bopal, Ahmedabad, Gujarat – 380 058
• Phenix Building Solutions Private Limited
Occupation: Business
• Phenix Engineering Services Private Limited
Current term: For a period of three years from April 1, 2023 to
March 31, 2026, liable to retire by rotation**
Foreign Companies:
Period of directorship: Since December 31, 1984
NIL
Aditya Vipinbhai Patel 40 Indian Companies:
DIN: 07103812 • Phenix Engineering Services Private Limited
Designation: Whole-time Director • Phenix Building Solutions Private Limited
Date of birth: October 11, 1984 • Azkka Pharmaceuticals Private Limited
Address: 2, Nandanvan, Nr. Shayam Vihar, Opp. Silver Square, • L V Finance Private Limited
Thaltej – Shilaj Road – Thaltej, Ahmedabad, Gujarat – 380 059
Foreign Companies:
Occupation: Business
NIL
Current term: For a period of 3 years from April 2, 2024, liable to
retire by rotation
Period of directorship: Since April 2, 2024
Birva Chirag Patel 52 Indian Companies:
DIN: 07203299 • Indianoil Adani Ventures Limited
Designation: Whole-time Director • Kutch Copper Limited
Date of birth: June 2, 1973 • IOT Utkal Energy Services Limited
268Name, DIN, designation, date of birth, address, occupation, Age Other directorships
term, and period of directorship of our Directors (years)
Address: Diya Residence, Behind Karnavati Club, Opp. Spring • Praneetha Ecocables Limited
Valley Gate-2, Mummatpura, Daskroi, Ahmedabad, Bopal, Gujarat
- 380 058 • Adani Krishnapatnam Port Limited
Occupation: Business • Adani Hazira Port Limited
Current term: For a period of three years from April 2, 2024, liable • Adani Transmission (India) Limited
to retire by rotation
• Maharashtra Easter Grid Power Transmission
Period of directorship: Since April 2, 2024 Company Limited
• Adani Infra (India) Limited
Foreign Companies:
NIL
Sanjay Shaileshbhai Majmudar 62 Indian Companies:
DIN: 00091305 • Senores Pharmaceuticals Limited
Designation: Non-Executive and Non-Independent Director • AIA Engineering Limited
Date of birth: March 21, 1963 • Ashima Limited
Address: 24, Sumadhur Society, Near Nehrunagar Society, S M • Welcast Steels Limited
Road, Ambawadi, Manekbag, Ahmadabad City, Gujarat – 380 015
Foreign Companies:
Occupation: CA Practice
Vega Industries (Middle East) FZC
Current term: Liable to retire by rotation
Period of directorship: Since July 15, 2025
Birju Maheshbhai Patel 53 Indian Companies:
DIN: 06803409 • Phenix Building Solutions Private Limited
Designation: Independent Director
Date of birth: October 26, 1971 Foreign Companies:
Address: Flat No. 1001, New Madhuvan Society, 81-B, Saraswati NIL
Road, Behind H.D.F.C. Bank, Santacruz (West), Mumbai,
Maharashtra – 400 054
Occupation: Business
Current term: For a period of five years from June 6, 2024
Period of directorship: Since June 1, 2019
Udayan Dileep Choksi 49 Indian Companies:
DIN: 02222020 • Universal Trustees Private Limited
Designation: Independent Director • Apcotex Industries Limited
Date of birth: January 14, 1976 • Bhavnagar Port Infrastructure Private Limited
Address: E-7, Sea Face Park, 50, B Desai Road, Breach Candy • Senores Pharmaceuticals Limited
Hospital, Breach Candy, Cumballa Hill, Mumbai, Maharashtra,
400026 • Ratnatris Pharmaceuticals Private Limited
Occupation: Advocate Foreign Companies:
269Name, DIN, designation, date of birth, address, occupation, Age Other directorships
term, and period of directorship of our Directors (years)
Current term: For a period of 5 years from April 2, 2024 NIL
Period of directorship: Since April 2, 2024
Subir Kumar Das 71 Indian Companies:
DIN: 02237356 • Troikaa Pharmachem Private Limited
Designation: Independent Director • Transformers and Rectifiers (India) Limited
Date of birth: November 18, 1953 • Troikaa Pharmaceuticals Limited
Address: J/602, Iscon Platinum, Bopal-Ambli Road, Bopal, • IRM Enterprises Private Limited
Ahmedabad, Gujarat – 380 058
• Cadila Pharmaceuticals Limited
Occupation: Corporate Trainer (Self-employed)
Foreign Companies:
Current term: For a period of 5 years from April 2, 2024
NIL
Period of directorship: Since April 2, 2024
Sonal Vimal Ambani 66 Indian Companies:
DIN: 02404841 • Elecon Engineering Company Limited
Designation: Independent Director • Fairchem Organics Limited
Date of birth: April 19, 1959 • Carysil Limited
Address: Vimal House, Navrangpura, Ahmedabad – 380 014 • Sternhagen Bath Private Limited
Occupation: Sculptor
• Carysil Ceramictech Limited
Current term: For a period of 5 years from April 2, 2024
• Carysil Steel Limited
Period of directorship: Since April 2, 2024
• Anjali Fiscal Private Limited
• Carysil Online Limited
• Eimco Elecon (India) Limited
Foreign Companies:
NIL
* Our Company, pursuant to the board resolution dated July 14, 2025, and shareholder’s resolution dated July 15, 2025 has re-appointed Chirag
Hasmukhbhai Patel and Malav Girishbhai Patel as Joint Managing Directors of our Company for a period of three years from April 1, 2026 to March
31, 2029.
** Our Company, pursuant to the board resolution dated July 14, 2025, and shareholder’s resolution dated July 15, 2025 has re-appointed Girishbhai
Manibhai Patel as a Whole-time Director of our Company for a period of three years from April 1, 2026 to March 31, 2029, liable to retire by rotation.
Brief Profiles of our Directors
Hemant Ishwarlal Modi is a Non-Executive Chairman and Independent Director of our Company. He holds a bachelor’s
degree in civil engineering from The Maharaja Sayajirao University of Baroda and has completed a master’s degree in science
(civil engineering) from Rutgers State University. He has been associated with our Company since April 2, 2024. He has over
35 years of experience in the engineering sector. He has been previously associated with JMC Projects (India) Limited (Now
amalgamated with Kalpataru Projects International Limited) as a vice chairman and managing director and Sai Consulting
Engineers Private Limited, as a Director.
Chirag Hasmukhbhai Patel is the Joint Managing Director of our Company. He oversees overall operations including techno
commercial and strategic functions in the Company. He holds a bachelor’s degree in civil engineering from Gujarat University.
He has over 31 years of experience in the pre-engineered buildings, roofing, construction and other manufacturing sector. He
has been associated with our Company since May 1, 1993.
270Malav Girishbhai Patel is the Joint Managing Director of our Company. He manages sales and marketing, human capital and
administration in the Company. He holds a bachelor’s degree in science (economics and business administration) from Saint
Mary’s College of California. He has over 24 years of experience in the pre-engineered buildings, roofing, construction and
other manufacturing sector. He has been associated with our Company since February 1, 2001.
Vipinbhai Kantilal Patel is a Non-Executive Director of our Company. He has steered the Group’s finance and administration.
He holds a bachelor’s degree in commerce from H.L. Commerce College, Gujarat University. He is also an inter-chartered
accountant. He has been associated with our Company since December 31, 1984. He has over 40 years of experience in the pre-
engineered buildings, roofing, construction and other manufacturing sector. He has been previously associated with Mahendra
Mills Limited as an internal auditor.
Girishbhai Manibhai Patel is a Whole-time Director of our Company. He holds a diploma in diesel mechanisms from John
C. Calhoun State Technical School, Decatur, Alabama. He has over 40 years of experience in the pre-engineered buildings,
roofing, construction and other manufacturing sector. He has been associated with our Company since December 31, 1984.
Aditya Vipinbhai Patel is a Whole-time Director of our Company. He has been heading the domestic and international business
activities over the last 12 years and has played a crucial role in taking the brand Phenix to an international level. He holds a
bachelor’s degree in engineering in electronics and communications from Dharmsinh Desai University and a master’s degree
in business administration from Lubin School of Business, Pace University. He has over 13 years of experience in the pre-
engineered buildings, roofing, construction and other manufacturing sector. He has been associated with our Company since
April 1, 2011.
Birva Chirag Patel is a Whole-time Director of our Company. She manages the commercial and compliance functions in the
Company. She holds a bachelor’s degree in commerce from H.L. Commerce College, Gujarat University. She is an associate
member of the Institute of Company Secretaries of India. She has over 16 years of experience in the pre-engineered buildings,
roofing, construction and other manufacturing sector. She has been associated with our Company since November 1, 2008. She
was previously associated with Adani Enterprises Limited as a deputy manager.
Sanjay Shaileshbhai Majmudar is a Non-Executive and Non-Independent Director of our Company. He holds a bachelor’s
degree in commerce and a bachelor’s degree in law, both from Gujarat University. He is a chartered accountant and a member
of the Institute of Chartered Accountants of India. He has over 38 years of experience in the finance sector. He has been
associated with our Company since April 1, 2011. He is also associated with Sanjay Majmudar & Associates as a proprietor
and Parikh & Majmudar as a partner.
Birju Maheshbhai Patel is an Independent Director of our Company. He holds a bachelor’s degree in electrical engineering
from Sardar Patel University. He has been associated with our Company since June 1, 2019. He has over 18 years of experience
in the engineering sector. He was a member of the American Society of Heating, Refrigeration and Air conditioning Engineer
(ASHRAE) and is a member of Indian Society of Heating, Refrigeration and Air conditioning Engineer (ISHRAE). He also
established his own firm MEP Consulting Engineers. He also serves as a Director on board of our material subsidiary Phenix
Building Solutions Private Limited.
Udayan Dileep Choksi is an Independent Director of our Company. He holds a bachelor’s degree in science (with honours) in
economics from the University of Warwick. He is also a chartered accountant. He has over 14 years of experience in the legal
sector. He has been associated with our Company since April 2, 2024. He is a practicing advocate registered with the bar council
of Maharashtra and Goa. He was previously associated with Khaitan & Co as a partner and is currently a senior partner at
Veritas Legal.
Subir Kumar Das is an Independent Director of our Company. He holds a master’s degree in science from Lucknow University
and a master’s degree in management studies from Kashi Hindu Vishwavidyalaya. He is an associate of the Indian Institute of
Bankers. He has over 36 years of experience in the finance sector. He has been associated with our Company since April 2,
2024. He has been previously associated with Bank of Baroda as an advisor and as a chief general manager.
Sonal Vimal Ambani is an Independent Director of our Company. She holds a degree of doctor of philosophy (commerce)
from Gujarat University. She has been associated with our Company since April 2, 2024. She has over 2 years of experience in
the finance sector. She has been previously associated with Morgan Stanley Dean Witter as a Vice President. She has also been
a chairperson of FICCI FLO, Ahmedabad. She has received a certificate of appreciation for her contribution towards the society
in the field of art (sculpture) by Times Power Women, 2019.
Confirmations
None of our Directors is or was a director of any company listed on any stock exchange, whose shares have been or were
suspended from being traded during the five years preceding the date of this Prospectus, during the term of None of our Directors
is, or was a director of any listed company, which has been or was delisted from any stock exchange, during the term of his/her
directorship in such company.
271Except as stated below, none of our Directors are related to each other:
Sr. No. Name of Directors Relationship
1. Malav Girishbhai Patel (Joint Managing Director) and Girishbhai Manibhai Patel Son-father
(Whole-time Director)
2. Chirag Hasmukhbhai Patel (Joint Managing Director) and Birva Chirag Patel (Whole Spouse
Time Director)
3. Aditya Vipinbhai Patel (Whole Time Director) and Vipinbhai Kantilal Patel (Non- Son-father
Executive Director)
Except as stated above and as disclosed in “Our Management – Relationship among Key Managerial Personnel and/or Senior
Management Personnel”, our Directors are not related to any of the Key Managerial Personnel and Senior Management
Personnel of our Company.
Except as disclosed below, none of our Directors are persons appearing in the list of directors of struck-off companies by the
relevant registrar of companies or the MCA:
Name of Director Name of entity struck-off Date of strike-off Reason for strike-off
Hemant Ishwarlal JMC Infrastructure Limited March 18, 2021 Company had no activity and business hence it was
Modi voluntarily struck off.
Subir Kumar Das SME Mavens Private Limited December 27, 2021 Company did not have the activity which it had
earlier anticipated, hence it was voluntarily struck
off.
Hemant Ishwarlal JMC Consultants and developers March 17, 2011 Company was not doing business and had no
Modi Private Limited intention to carry any business, hence it was
voluntarily struck off.
No consideration, either in cash or shares or in any other form has been paid or agreed to be paid to any of our Directors or to
the firms, trusts or companies in which they have an interest in, by any person, either to induce any of our Directors to become
or to help any of them qualify as a director, or otherwise for services rendered by them or by the firm, trust or company in
which they are interested, in connection with the promotion or formation of our Company.
Arrangement or understanding with major shareholders, customers, suppliers or others
None of our Directors were appointed as Directors of our Company pursuant to any arrangement or understanding with major
shareholders, customers, suppliers or others.
Service contracts with Directors
Other than the statutory benefits available to the Executive Directors, none of our Directors have entered into service contracts
with our Company which provide benefits upon termination of employment.
Borrowing Powers of our Board
In accordance with the Articles of Association of our Company, Section 179, Section 180(1)(a) and other applicable provisions
of the Companies Act, our Shareholders have pursuant to a special resolution passed at their meeting dated September 30, 2014,
authorised the creation by the Board of Directors on behalf of the Company of such mortgages, charges, hypothecations and
floating charges in such form and such manner as may be agreed to between the Board of Directors and the Company’s lenders
on all or any of the movable and immovable properties of the Company both present and future of every nature and kind
whatsoever and the undertaking of the Company in certain events, to secure term loans/ working capital facilities/ external
commercial borrowing/ debentures/ any other form of finance, etc. not exceeding ₹10,000.00 million at any one point of time
from the financial institutions/ banks and other agencies/ parties/ person with interest thereon, commitment charges, liquidated
damages, charges, expenses and other monies, such mortgages and/ or charges already created or to be created in future by the
Company in such manner as may be though expedient by the Board of Directors.
Terms of Appointment of the Executive Directors of our Company
Joint Managing Directors
Chirag Hasmukhbhai Patel
Chirag Hasmukhbhai Patel is the Joint Managing Director of our Company and has been associated with our Company since
May 1, 1993. He was reappointed as the Managing Director of our Company pursuant to the resolution passed by our Board at
its meeting dated February 25, 2023 and the special resolution passed by our Shareholders’ on March 25, 2023 for a period of
272three years with effect from April 1, 2023. He was then redesignated as Joint Managing Director of our Company pursuant to
the resolution passed by our Board at its meeting dated March 07, 2024.
Further, pursuant to the resolution passed by the Board on February 10, 2024 and the resolution passed by the Shareholders’ on
March 7, 2024, he is entitled the following remuneration and perquisites with effect from March 7, 2024 for his remaining term
till March 31, 2026:
Sr. No. Category Remuneration per annum
1. Basic salary ₹31,500,000 per annum
2. Perquisites Contribution to provident fund, superannuation fund @ 15% of salary and annuity fund to the extent
these are singly or together not taxable under the Income Tax Act, 1961.
Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service.
Encashment of leave at the end of the tenure.
Reimbursement of medical expenses for himself and family.
Free use of Company’s car for Company’s business and free telephone facility at residence.
Leave travel concession for himself and family once in a year as per rules of Company.
* Our Company, pursuant to the board resolution dated July 14, 2025 and shareholder’s resolution dated July 15, 2025 has re-appointed Chirag
Hasmukhbhai Patel as a Joint Managing Director of our Company for a period of three years from April 1, 2026 to March 31, 2029. Chirag Hasmukhbhai
Patel shall be entitled to ₹40,000,000 per annum with effect from April 1, 2026.
Malav Girishbhai Patel
Malav Girishbhai Patel is the Joint Managing Director of our Company and has been associated with our Company since
February 1, 2001. He was reappointed as the Managing Director of our Company pursuant to the resolution passed by our Board
at its meeting dated February 25, 2023 and the special resolution passed by our Shareholders’ on March 25, 2023 for a period
of three years with effect from April 1, 2023. He was then redesignated as Joint Managing Director of our Company pursuant
to the resolution passed by our Board at its meeting dated March 7, 2024.
Further, pursuant to the resolution passed by the Board on February 10, 2024 and the resolution passed by the Shareholders’ on
March 7, 2024, he is entitled to the following remuneration and perquisites with effect from March 7, 2024 for his remaining
term till March 31, 2026:
Sr. No. Category Remuneration per annum
1. Basic salary ₹22,500,000 per annum
2. Perquisites Contribution to provident fund, superannuation fund @ 15% of salary and annuity fund to the extent
these are singly or together not taxable under the Income Tax Act, 1961.
Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service.
Encashment of leave at the end of the tenure.
Reimbursement of medical expenses for himself and family.
Free use of Company’s car for Company’s business and free telephone facility at residence.
Leave travel concession for himself and family once in a year as per rules of Company.
* Our Company, pursuant to the board resolution dated July 14, 2025 and shareholder’s resolution dated July 15, 2025 has re-appointed Malav Girishbhai
Patel as a Joint Managing Director of our Company for a period of three years from April 1, 2026 to March 31, 2029. Malav Girishbhai Patel shall be
entitled to ₹50,000,000 per annum with effect from April 1, 2026.
Whole-time Directors
Girishbhai Manibhai Patel
Girishbhai Manibhai Patel is the Whole-time Director of our Company and has been associated with our Company since
December 31, 1984. He was reappointed as the Director-Technical of our Company pursuant to the resolution passed by our
Board at its meeting dated February 25, 2023 and the special resolution passed by our Shareholders’ on March 25, 2023 for a
period of three years with effect from April 1, 2023. His nomenclature was changed to Whole Time Director of our Company
pursuant to the resolution passed by our Board at its meeting dated March 7, 2024.
Further, pursuant to the resolution passed by the Board on February 10, 2024 and the resolution passed by our Shareholders on
March 7, 2024 he is entitled to the following remuneration and perquisites with effect from March 7, 2024 for his remaining
term till March 31, 2026:
Sr. No. Category Remuneration
1. Basic salary ₹22,500,000 per annum
2. Perquisites Contribution to provident fund, superannuation fund @ 15% of salary and annuity fund to the extent
these are singly or together not taxable under the Income Tax Act, 1961.
Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service.
Encashment of leave at the end of the tenure.
Reimbursement of medical expenses for himself and family.
Free use of Company’s car for Company’s business and free telephone facility at residence.
273Sr. No. Category Remuneration
Leave travel concession for himself and family once in a year as per rules of Company.
* Our Company, pursuant to the board resolution dated July 14, 2025 and shareholder’s resolution dated July 15, 2025 has re-appointed Girishbhai
Manibhai Patel as a Whole-time Director of our Company for a period of three years from April 1, 2026 to March 31, 2029, liable to retire by rotation.
Girishbhai Manibhai Patel shall be entitled to ₹30,000,000 per annum, with effect from April 1, 2026.
Aditya Vipinbhai Patel
Aditya Vipinbhai Patel is the Whole-time Director of our Company and has been associated with our Company since April 2,
2024.
Further, pursuant to the resolution passed by our Shareholders on April 2, 2024 he is entitled to the following remuneration and
perquisites with effect from April 2, 2024:
Sr. No. Category Remuneration
1. Basic salary ₹1,00,00,000 per annum
2. Perquisites Contribution to provident fund, superannuation fund @ 15% of salary and annuity fund to the extent
these are singly or together not taxable under the Income Tax Act, 1961.
Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service.
Encashment of leave at the end of the tenure.
Reimbursement of medical expenses for himself and family.
Free use of Company’s car for Company’s business and free telephone facility at residence.
Leave travel concession for himself and family once in a year as per rules of Company.
Birva Chirag Patel
Birva Chirag Patel is the Whole-time Director of our Company and has been associated with our Company since April 2, 2024.
Further, pursuant to the resolution passed by our Shareholders on April 2, 2024 she is entitled to the following remuneration
and perquisites with effect from April 2, 2024:
Sr. No. Category Remuneration
1. Basic salary ₹1,25,00,000 per annum
2. Perquisites Contribution to provident fund, superannuation fund @ 15% of salary and annuity fund to the extent
these are singly or together not taxable under the Income Tax Act, 1961.
Gratuity payable at a rate not exceeding half a month’s salary for each completed year of service.
Encashment of leave at the end of the tenure.
Reimbursement of medical expenses for herself and family.
Free use of Company’s car for Company’s business and free telephone facility at residence.
Leave travel concession for herself and family once in a year as per rules of Company.
Our Company has paid the following remuneration to our Executive Directors in Fiscal 2025:
S. No. Name of Director Total remuneration (in ₹ million)
1. Chirag Hasmukhbhai Patel 32.34
2. Malav Girishbhai Patel 23.96
3. Girishbhai Manibhai Patel 22.48
4. Aditya Vipinbhai Patel 10.68
5. Birva Chirag Patel 11.43
Terms of appointment of our Non-Executive Directors and Independent Directors
Our Non-Executive Directors may be entitled to receive sitting fees, as determined by our Board from time to time, for attending
meeting of our Board and committees of the Board thereof.
Pursuant to a Board resolution dated March 7, 2024, our Non-Executive Directors and Independent Directors are entitled to
receive sitting fees of ₹0.02 million for attending each meeting of the Board and ₹0.01 million for attending each meeting of
the Committees of our Board. Sanjay Shaileshbhai Majmudar is entitled to a commission not exceeding ₹ 1,500,000 per annum
until otherwise determined by the Shareholders in a General Meeting.
Our Independent Directors, Birju Maheshbhai Patel, Hemant Ishwarlal Modi, Udayan Dileep Choksi, Subir Kumar Das and
Sonal Vimal Ambani, Non-Executive and Non-Independent Director, Sanjay Shaileshbhai Majmudar and Non-Executive
Director, Vipinbhai Kantilal Patel were paid the following sitting fees for Fiscal 2025:
S. No. Name of Director Sitting Fees (in ₹ million)
1. Birju Maheshbhai Patel 0.14
274S. No. Name of Director Sitting Fees (in ₹ million)
2. Hemant Ishwarlal Modi 0.17
3. Udayan Dileep Choksi 0.21
4. Subir Kumar Das 0.14
5. Sonal Vimal Ambani 0.05
6. Sanjay Shaileshbhai Majmudar* 0.24
7. Vipinbhai Kantilal Patek 0.24
* Sanjay Shaileshbhai Majmudar has been appointed as Non-Executive and Non-Independent Director with effect from July 15, 2025. However, he was
paid sitting fees in Fiscal 2025 in his erstwhile capacity as an independent director of the Company.
Remuneration paid or payable to our Directors by Subsidiaries
None of our directors have received or were entitled to receive any remuneration, sitting fees or commission from any of our
Subsidiaries for the Fiscal Year 2025.
Contingent or Deferred Compensation to our Directors
There is no contingent or deferred compensation payable to our Directors which does not form part of their remuneration.
Shareholding of Directors in our Company
As per our Articles of Association, our Directors are not required to hold any qualification shares.
Except as disclosed below, as on date of this Prospectus, none of our Directors hold any Equity Shares in our Company:
Sr. No. Name of Director Number of Equity Shares Percentage shareholding (%)
1. Chirag Hasmukhbhai Patel 17,495,000 34.99
2. Malav Girishbhai Patel 1,000,000 2.00
3. Vipinbhai Kantilal Patel 2,499,000 5.00
4. Girishbhai Manibhai Patel 19,490,000 38.98
5. Aditya Vipinbhai Patel 2,499,000 5.00
6. Birva Chirag Patel 5,000,000 10.00
Bonus or profit-sharing plan of our Directors
None of our Directors are party to any bonus or profit-sharing plan of our Company.
Interests of our Directors
All our Non-Executive Directors as applicable may be deemed to be interested to the extent of sitting fees payable to them for
attending meetings of our Board and/or committees, the reimbursement of expenses payable to them, and commission as
approved by our Board from time to time.
All Directors may be deemed to be interested to the extent of reimbursement of expenses payable to them, if any and the
remuneration payable to such Directors as decided by the Board from time to time. Our Executive Directors are interested to
the extent of remuneration, payable to them for services rendered as an officer or employee of our Company or our Subsidiaries.
Our Independent Directors are interested to the extent of the sitting fees, if any. Further, certain of our Directors are also on the
board of our Subsidiaries.
Our Directors may be interested to the extent of Equity Shares, if any, held by them, their relatives (together with other
distributions in respect of Equity Shares), or held by the entities in which they are associated as partners, promoters, directors,
proprietors, members or trustees, or that may be subscribed by or allotted to the companies, firms, ventures, trusts in which they
are interested as promoters, directors, partners, proprietors, members or trustees, pursuant to the Offer and any dividend and
other distributions payable in respect of such Equity Shares.
All the Directors may be deemed to be interested in the contracts, agreements/arrangements entered into or to be entered into
by our Company with any company which is promoted by them or in which they hold directorships or any partnership firm in
which they are partners in the ordinary course of business. Further, our Directors may be interested to the extent of employee
stock options that may be granted to them from time to time under the ESOP Scheme 2024 and any other employee stock option
schemes that may be formulated by our Company from time to time.
Except as disclosed in “Restated Consolidated Financial Statements – Note 28 – Related Party Disclosures” on page 339, none
of our Directors have any conflict of interest with our suppliers/vendors and third-party service providers which are crucial for
the operations of our Company.
275Further, except as disclosed in “Restated Consolidated Financial Statements – Note 28 – Related Party Disclosures” on page
339, none of our Directors have any conflict of interest with the lessors of immovable properties which are crucial for the
operations of our Company.
Certain of our Directors, namely, Chirag Hasmukhbhai Patel, and Vipinbhai Kantilal Patel have also provided loans to our
Subsidiary, Phenix Building Solutions Private Limited. For further details in relation to such loans, please see “Risk Factors -
Our Subsidiaries have availed certain unsecured borrowings which are repayable on demand. Any such demand may adversely
affect our business, cash flows, financial condition and results of operations” on page 45.
Further, certain of our Directors, Chirag Hasmukhbhai Patel, Malav Girishbhai Patel, Vipinbhai Kantilal Patel, Girishbhai
Manibhai Patel, Aditya Vipinbhai Patel, Birju Maheshbhai Patel are on the board of our Material Subsidiary. Malav Girishbhai
Patel is also on the board of our subsidiary, Phenix Construction Technologies Inc. Accordingly our Directors may be deemed
to be interested to the extent of the sitting fees, commission and remuneration payable to them by such Subsidiaries.
Further Diya Patel, daughter of our Director Chirag Hasmukhbhai Patel and Birva Chirag Patel, has been appointed as a
Management Associate. Accordingly, our Directors may be interested in the office or place of profit in our Company.
Interest of Directors in the promotion or formation of our Company
Except Girishbhai Manibhai Patel, Chirag Hasmukhbhai Patel, Malav Girishbhai Patel, Vipinbhai Kantilal Patel, Birva Chirag
Patel and Aditya Vipinbhai Patel who are the Promoters of our Company, none of our Directors have any interest in the
promotion or formation of our Company as on the date of this Prospectus. Also see, “Our Promoters and Promoter Group” on
page 286.
Interest in land and property
Except as disclosed below, our Directors, do not have any interest in any property acquired or proposed to be acquired of or by
our Company.
Certain of our Directors, are interested in properties leased to our Company, namely, Aditya Vipinbhai Patel, Chirag
Hasmukhbhai Patel, Girishbhai Manibhai Patel, Malav Girishbhai Patel, Vipinbhai Kantilal Patel, and Birva Chirag Patel are
interested in property leased by Manibhai & Brothers Finance Corporation, Birva Chirag Patel, Girishbhai Manibhai Patel and
Chirag Hasmukhbhai Patel are interested in property leased by Manibhai & Brothers (PCC) Sarkhej, Manibhai & Brothers,
Manibhai & Brothers Charitable Trust, Malav Girishbai Patel is interested in property leased by Manibhai & Brothers (PCC)
Sarkhej and Chirag Hasmukhbhai Patel and Girishbhai Manibhai Patel are interested in the property leased by Avichal Projects
LLP. For further details, please see “Our Business - Properties” on page 245.
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 Prospectus.
Business interest
Except in the ordinary course of business and as disclosed in “Restated Consolidated Financial Statements – Note 28” at page
339, our Directors do not have any other business interest in our Company.
Loans to Directors
Our Directors have not availed any loans from our Company.
Changes to our Board in the last three years
The changes in our Board during the three years immediately preceding the date of this Prospectus are as set out below:
Name Date of appointment/ Designation (at the time of Reason
cessation appointment/ cessation
reappointment/resignation/ reappointment/resignation/
regularisation regularisation)
Sanjay Shaileshbhai Majmudar July 15, 2025 Non-Executive Non- Appointment as Non-Executive Non-
Independent Director Independent Director
Sanjay Shaileshbhai Majmudar July 15, 2025 Independent Director Cessation as Independent Director
Hemant Ishwarlal Modi April 2, 2024 Independent Director Appointment as Independent Director
Udayan Dileep Choksi April 2, 2024 Independent Director Appointment as Independent Director
Subir Kumar Das April 2, 2024 Independent Director Appointment as Independent Director
Sonal Vimal Ambani April 2, 2024 Independent Director Appointment as Independent Director
Birva Chirag Patel April 2, 2024 Whole-time Director Appointment as Whole Time Director
276Name Date of appointment/ Designation (at the time of Reason
cessation appointment/ cessation
reappointment/resignation/ reappointment/resignation/
regularisation regularisation)
Aditya Vipinbhai Patel April 2, 2024 Whole-time Director Appointment as Whole Time Director
Umaben Girishbhai Patel March 7, 2024 Director – Administration Cessation due to resignation owing to
preoccupation
Hasmukhbhai Shivabhai Patel January 16, 2023 Director Cessation due to death
Note: Have not included changes in designation as part of this table.
Corporate Governance
The provisions of the Companies Act, 2013 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 regulations in respect of corporate governance in accordance with the
SEBI Listing Regulations, and the Companies Act, 2013, pertaining to the constitution of the Board and committees thereof
and formulation and adoption of policies. Our Company undertakes to take all necessary steps to continue to comply with all
the requirements of SEBI Listing Regulations and the Companies Act, 2013.
Committees of our Board
In terms of the SEBI Listing Regulations and the provisions of the Companies Act, 2013, our Company has constituted the
following Board-level committees:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders’ Relationship Committee;
(d) Corporate Social Responsibility Committee; and
(e) Risk Management Committee.
Audit Committee
The Audit Committee was constituted by our Board on April 1, 2011 pursuant to a resolution passed by our Board at its meeting
held on April 1, 2011 and re-constituted by our Board with effect from May 23, 2024 and July 15, 2025, respectively, pursuant
to resolutions passed by our Board at its meeting held on May 23, 2024 and July 14, 2025, respectively. The Audit Committee
is in compliance with Section 177 of the Companies Act and Regulation 18 of the SEBI Listing Regulations.
The members of the Audit Committee are:
Name of the Director Position in the Committee Designation
Udayan Dileep Choksi Chairperson Independent Director
Birju Maheshbhai Patel Member Independent Director
Sanjay Shaileshbhai Majmudar Member Non-Executive and Non-Independent Director
The terms of reference of the Audit Committee are as follows:
1. Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure that
the financial statement is correct, sufficient and credible;
2. Recommendation for appointment, remuneration and terms of appointment of auditors of the Company;
3. Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
4. Review, with the management, the annual financial statements and auditor’s report thereon before submission to the
Board for approval, with particular reference to:
- matters required to be included in the Directors’ Responsibility Statement to be included in the Board’s report
in terms of clause(c) of sub-section (3) of Section 134 of the Act;
- changes, if any, in accounting policies and practices and reasons for the same;
- major accounting entries involving estimates based on the exercise of judgement by management;
277- significant adjustments made in the financial statements arising out of audit findings;
- compliance with listing and other legal requirements relating to financial statements;
- disclosure of any related party transactions;
- modified opinion(s) in the draft audit report.
5. Review, with the management, the quarterly financial statements before submission to the Board for approval;
6. Review, 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;
7. for purposes other than those stated in the offer 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;
8. Review and monitor the auditors’ independence and performance, and effectiveness of audit process;
9. Approval (including granting omnibus approval) or any subsequent modification of transactions of the Company with
related parties;
10. Scrutiny of inter-corporate loans and investments;
11. Valuation of undertakings or assets of the Company, wherever it is necessary;
12. Evaluation of internal financial controls and risk management systems;
13. Monitor the end use of funds raised through public offers and related matters;
14. Review, with the management, performance of statutory and internal auditors, adequacy of the internal control
systems;
15. Review the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing
and seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
16. Discuss with internal auditors of any significant findings and follow up there on;
17. Review the findings of any internal investigations by the internal auditors into matters where there is suspected fraud
or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
18. Discuss with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
19. Look into reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of
non-payment of declared dividends) and creditors;
20. Review the functioning of the whistle blower mechanism;
21. Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc.
of the candidate;
22. Review the utilization of loans and/or advances from/investment by the holding company in the subsidiary exceeding
Rs.100 crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans/ advances/
investments existing as on the date or such other limit as may be prescribed;
23. consider and comment on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation
etc., on the listed entity and its shareholders;
24. Review the management discussion and analysis of financial condition and results of operations;
25. Review the management letters/letters of internal control weaknesses issued by the statutory auditors;
26. Review the internal audit reports relating to internal control weaknesses;
27. Review the appointment, removal and terms of remuneration of the chief internal auditor;
27828. Review the statement of deviations:
- quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) in terms of Regulation 32(1) of SEBI Listing Regulations.
- annual statement of funds utilized for purposes other than those stated in the offer document/prospectus/notice
in terms of Regulation 32(7) of SEBI Listing Regulations;
29. Review and monitor the auditor’s independence and performance, and effectiveness of audit process;
30. Examination of the financial statement and the auditors’ report thereon;
31. Review the financial statements, in particular, the investments made by the unlisted subsidiary/ies.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted by our Board on April 1, 2011 pursuant to a resolution passed
by our Board at its meeting held on April 1, 2011 and re-constituted by our Board on May 23, 2024 and July 14, 2025 pursuant
to resolutions passed by our Board at its meeting held on May 23, 2024 and July 14, 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 members of the Nomination and Remuneration Committee are:
Name of the Director Position in the Committee Designation
Birju Maheshbhai Patel Chairperson Independent Director
Hemant Ishwarlal Modi Member Independent Director
Vipinbhai Kantilal Patel Member Non-Executive Director
The terms of reference of the Nomination and Remuneration Committee are as follows:
1. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors a policy relating to, the remuneration of the directors, key managerial personnel
and other senior employees; For every appointment of an independent director, evaluating 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;
2. Identifying persons who are qualified to become Directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the board of directors their appointment and removal. The
committee will consider periodically reviewing the composition of the Board with the objective of achieving an
optimum balance of size, skills, independence, knowledge, age, gender and experience;
3. Devise a policy on Board diversity;
4. Recommend to the Board, all remuneration, in whatever form, payable to senior management;
5. Carry out evaluation of every director’s performance and support the Board and Independent Directors in evaluation
of the performance of the Board, its committees and individual directors. This shall include “Formulation of criteria
for evaluation of Independent Directors and the Board”;
6. Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors;
7. Providing detailed explanation and justification in the notice to the shareholders for recommending the appointment
or re-appointment of a person as Director who was earlier rejected for appointment/ reappointment by the shareholders
at a general meeting.
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted by the meeting of the Board held on May 23, 2024. The scope and
function of the Stakeholders’ Relationship Committee is in accordance with Section 178 of the Companies Act, 2013 and
Regulation 20 of the SEBI Listing Regulations. The members of the Stakeholders’ Relationship Committee are:
Name of the Director Position in the Committee Designation
Vipinbhai Kantilal Patel Chairperson Non-Executive Director
Subir Kumar Das Member Independent Director
279Name of the Director Position in the Committee Designation
Birju Maheshbhai Patel Member Independent Director
Malav Girishbhai Patel Member Joint Managing Director
The terms of reference of the Stakeholders’ Relationship Committee are as follows:
1. Consider and resolve grievances of security holders of the Company, 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, dematerialisation and re-materialisation of shares, non-receipt of balance sheet, non-receipt
of annual report, non-receipt of declared dividends, issue of new/duplicate certificates, general meetings, etc.;
2. Review of measures taken for effective exercise of voting rights by shareholders.
3. Review of adherence to the service standards adopted by the Company in respect of various services being rendered
by the Registrar and Share Transfer Agent;
4. Considering and specifically looking into various aspects of interest of shareholders, debenture holders and other
security holders;
5. Investigating complaints relating to allotment of shares, approval of transfer or transmission of shares, debentures or
any other securities;
6. Review of the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends
and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;
7. Formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received
from shareholders from time to time;
8. To approve, register, refuse to register transfer or transmission of shares and other securities 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;
9. To sub-divide, consolidate and or replace any share or other securities certificate(s) of the Company;
10. Allotment and listing of shares;
11. To authorise affixation of common seal of the Company;
12. To issue duplicate share or other security(ies) certificate(s) in lieu of the original share/security(ies) certificate(s) of
the Company;
13. To approve the transmission of shares or other securities arising as a result of death of the sole/any joint shareholder;
14. To dematerialise the issued shares;
15. Ensure proper and timely attendance and redressal of investor queries and grievances;
16. Carrying out any other functions contained in the Companies Act, 2013 and/or equity listing agreements (if applicable),
as and when amended from time to time; and
17. To further delegate all or any of the power to any other employee(s), officer(s), representative(s), consultant(s),
professional(s), or agent(s).
Corporate Social Responsibility Committee
Our Corporate Social Responsibility Committee was constituted by our Board on August 9, 2014 pursuant to a resolution passed
by our Board at its meeting held on August 9, 2014 and re-constituted by our Board on May 23, 2024 pursuant to a resolution
passed by our Board at its meeting held on May 23, 2024. The Corporate Social Responsibility Committee is in compliance
with Section 135 of the Companies Act.
The members of the Corporate Social Responsibility Committee are:
Name of the Director Position in the Committee Designation
Malav Girishbhai Patel Chairperson Joint Managing Director
Sonal Vimal Ambani Member Independent Director
280Name of the Director Position in the Committee Designation
Birva Chirag Patel Member Whole-time Director
The terms of reference of the Corporate Social Responsibility Committee include the following:
1. Formulate and recommend to the Board, a CSR policy indicating the activities to be undertaken by the Company as
specified in Schedule VII of the Act;
2. Formulate and recommend to the Board an annual action plan in pursuance of its CSR policy;
3. Recommend the amount of expenditure to be incurred on the activities referred to above;
4. Monitor the CSR Policy of the Company from time to time;
5. Do such other acts, deeds, things and matters as are necessary or expedient in complying with the provisions of Section
135 of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Risk Management Committee
Our Risk Management Committee was constituted pursuant to a resolution approved by our Board on May 23, 2024 and re-
constituted by our Board on July 14, 2025, pursuant to a resolution passed by our Board at its meeting held on July 14, 2025.
The Risk Management Committee is in compliance with Regulation 21 of the SEBI Listing Regulations.
The members of the Risk Management Committee are:
Name of the Director Position in the Committee Designation
Chirag Hasmukhbhai Patel Chairperson Joint Managing Director
Aditya Vipinbhai Patel Member Whole-time Director
Birju Maheshbhai Patel Member Independent Director
Pankaj Naresh Member CEO (Phenix Division)
The terms of reference of the Risk Management Committee include the following:
1. To formulate a detailed risk management policy which shall include:
a. A framework for identification of internal and external risks specifically faced by the listed entity, 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.
b. Measures for risk mitigation including systems and processes for internal control of identified risks.
c. Business continuity plan.
2. To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated
with the business of the Company;
3. To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk
management systems;
4. To periodically review the risk management policy, at least once in two years, including by considering the changing
industry dynamics and evolving complexity;
5. To keep the board of directors informed about the nature and content of its discussions, recommendations and actions
to be taken;
6. The appointment, removal and terms of remuneration of the Chief Risk Officer (if any) shall be subject to review by
the Risk Management Committee;
281Management organization chart
282Key Managerial Personnel and Senior Management Personnel
Key Managerial Personnel
In addition to Chirag Hasmukhbhai Patel, our Joint Managing Director, Malav Girishbhai Patel, our Joint Managing Director,
and Girishbhai Manibhai Patel, Birva Chirag Patel, Aditya Vipinbhai Patel, our Whole-time Directors, whose details are
disclosed under ‘Our Management – Brief profile of our Directors’ on page 270, the details of our other Key Managerial
Personnel as on the date of this Prospectus are as set out below:
Palak Dilipbhai Parekh is the Company Secretary and Compliance Officer of our Company. She has been associated with our
Company since March 7, 2024. She holds a bachelor’s degree in commerce from Gujarat University and a bachelor’s degree in
law from Gujarat University. She is also a fellow of the Institute of Company Secretaries of India. Prior to joining our Company,
she was associated with Prism Finance Limited as a company secretary and compliance officer, Meghmani Industries Limited
as a deputy manager – company secretary. For Fiscal 2025, she was paid an aggregate compensation of ₹ 1.12 million.
Keyur Bachubhai Shah is the Chief Financial Officer of our Company since April 1, 2024. He has been associated with our
Company as a general manager (finance and accounts) from January 1, 2007. He holds a bachelor’s degree in commerce from
N.C. Bodiwala Commerce College, Gujarat University. He is also a fellow of the Institute of Chartered Accountants of India
and has passed the Information Systems Audit (ISA) assessment test conducted by the Institute of Chartered Accountants of
India. He has completed a certificate course on international financial reporting standards (IFRS) conducted by the Institute of
Chartered Accountants of India, and a course on Oracle 8 with Dev. 2000 – Diploma in EDBMS and Visual Basic 5.0 offered
by Software Solution Integrated Limited. Prior to joining our Company, he was associated with Shree Ambica Decoprints
Private Limited as a senior manager – finance and accounts. For Fiscal 2025, he was paid an aggregate compensation of ₹ 5.59
million.
Mayur Satishbhai Patel is the Chief Executive Officer of our Company. He is responsible for managing the Proflex division
of our Company. He has been associated with our Company since February 1, 2003 as the manager (business development).
He was designated as a Chief Executive Officer with effect from February 1, 2006. He has completed a diploma in plastic
engineering from Government Polytechnic, Ahmedabad. He was previously associated with Upperex Netsolutions Private
Limited as a director, Gridcomp Software Private Limited as a director and Mayur Plastic as a proprietor. For Fiscal 2025, he
was paid an aggregate compensation of ₹ 5.52 million.
Pankaj Naresh is the Chief Executive Officer of our Company. He is responsible for managing the Phenix division of our
Company. He has been associated with our Company as a Chief Executive Officer with effect from November 25, 2019. He
holds a master’s degree in business administration from Indian Institute of Technology, Delhi. He has also completed his
master’s degree in engineering (industrial engineering and management) from Devi Ahilya Vishwavidyalaya, Indore and
bachelor’s degree in electrical engineering from Gorakhpur University. He was previously associated with Reliance Industries
Limited, Lanco Infratech Limited, Alstom Projects India Limited, Excel Textile Corporation, Reliance Energy Limited and
Mangalore Refinery and Petrochemicals Limited. For Fiscal 2025, he was paid an aggregate compensation of ₹ 19.28 million.
Senior Management Personnel
Other than Palak Dilipbhai Parekh, our Company Secretary and Compliance Officer and Keyur Bachubhai Shah, our Chief
Financial Officer, our Key Managerial Personnel whose details are mentioned above, there are no Senior Management
Personnel as on the date of this Prospectus.
Retirement and termination benefits
Except applicable statutory benefits, none of our Key Managerial Personnel or Senior Management Personnel would receive
any benefits on their retirement or on termination of their employment with our Company.
Relationship among Key Managerial Personnel and/or Senior Management Personnel
Other than as disclosed in “Our Management – Confirmations” on page 271, none of our Key Managerial Personnel or Senior
Management Personnel are related to any of our Directors or other Key Managerial Personnel or Senior Management Personnel.
Arrangements and understanding with major Shareholders, customers, suppliers or others
None of our Key Managerial Personnel or Senior Management Personnel have been selected pursuant to any arrangement or
understanding with any major Shareholders, customers or suppliers of our Company, or others.
Status of Key Managerial Personnel and Senior Management Personnel
All our Key Managerial Personnel and Senior Management are permanent employees of our Company.
283Attrition of Key Managerial Personnel and Senior Management vis-à-vis industry
The rate of attrition of our Key Managerial Personnel and Senior Management is not high in comparison to the industry in
which we operate.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
KMP attrition rate* NIL NIL NIL
SMP attrition rate* NIL NIL NIL
* KMP/SMP Attrition rate is computed as the number of KMPs and SMPs that left during the year)/ (number of KMPs/SMPs at the start of the year plus
the number of KMPs/SMPs that joined during the year).
Shareholding of Key Managerial Personnel and Senior Management Personnel
Except for Equity Shares held by our Joint Managing Directors, Whole-time Directors, as mentioned under ‘Shareholding of
Directors in our Company’ on page 275 above, none of our Key Managerial Personnel and Senior Management Personnel hold
any Equity Shares as on the date of this Prospectus.
Service contracts with Key Managerial Personnel and Senior Management Personnel
Our Key Managerial Personnel and Senior Management Personnel are governed by the terms of their appointment by way of
board and shareholders resolution, employment letter, as the case may be and have not entered into any service contracts with
our Company.
Contingent and deferred compensation payable to Key Managerial Personnel and Senior Management Personnel
There is no contingent or deferred compensation payable to the Key Managerial Personnel and Senior Management Personnel,
which does not form part of their remuneration.
Bonus or profit-sharing plan of the Key Managerial Personnel and Senior Management Personnel
None of our Key Managerial Personnel and Senior Management Personnel are party to any bonus or profit-sharing plan of our
Company other than performance based discretionary incentives given to the Key Managerial Personnel and Senior
Management Personnel.
Interests of Key Managerial Personnel and Senior Management Personnel
Other than as disclosed in “Our Management – Interest of our Directors” on page 275, our Key Managerial Personnel (other
than our Directors) and our Senior Management Personnel 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. Further, some of our Key Managerial Personnel and our Senior Management Personnel are
interested to the extent of Equity Shares held by them, their relatives or by entities in which they are associated as a director
and to the extent of benefits arising out of such shareholding. Our Key Managerial Personnel and Senior Management Personnel
may be interested to the extent of employee stock options that may be granted to them from time to time under the ESOP
Scheme 2024 and any other employee stock option schemes that may be formulated by our Company from time to time.
Except as disclosed in “Restated Consolidated Financial Statements – Note 28 – Related Party Disclosures” on page 339, none
of our Key Managerial Personnel or Senior Management Personnel have any conflict of interest with our suppliers/vendors and
third-party service providers which are crucial for the operations of our Company.
Further, except as disclosed in “Restated Consolidated Financial Statements – Note 28 – Related Party Disclosures” on page
339, none of our Key Managerial Personnel have any conflict of interest with the lessors of immovable properties which are
crucial for the operations of our Company.
Changes in the Key Managerial Personnel or Senior Management Personnel in last three years
Other than as disclosed in “Our Management – Changes to our board in last three years” on page 276, the changes in our Key
Managerial Personnel and our Senior Management Personnel during the 3 years immediately preceding the date of this
Prospectus, are set out below:
Name Date of appointment/ resignation Designation (at the time of Reason
appointment/ resignation)
Palak Dilipbhai Parekh April 1, 2024 Company Secretary and Compliance Appointment
Officer
Keyur Bachubhai Shah April 1, 2024 Chief Financial Officer Appointment
284Name Date of appointment/ resignation Designation (at the time of Reason
appointment/ resignation)
Birva Chirag Patel March 31, 2024 Company Secretary Resignation due to appointment
as Whole-time Director of the
Company
Vipinbhai Kantilal Patel March 7, 2024 Chief Financial Officer Resignation owing to
preoccupation
Payment or benefit to officers of our Company
No non-salary related amount or benefit has been paid or given within the two preceding years or intended to be paid or given
to any officer of our Company, including our Directors, Key Managerial Personnel and Senior Management Personnel other
than in the ordinary course of their employment.
Employee Stock Option
For details of the ESOP Scheme 2024 implemented by our Company, see “Capital Structure - Employee Stock Option Plan”
on page 111.
285OUR PROMOTERS AND PROMOTER GROUP
Our Promoters
Girishbhai Manibhai Patel, Chirag Hasmukhbhai Patel, Malav Girishbhai Patel, Birva Chirag Patel, Vipinbhai Kantilal Patel,
Aditya Vipinbhai Patel, Chirag H Patel Family Trust, Vipin K Patel Family Trust, MGM5 Family Trust, MGM11 Family Trust,
Aditya V Patel Family Trust are our Promoters.
As on the date of this Prospectus, our Promoters collectively hold 48,000,000 Equity Shares, representing 96.00% of the paid-
up Equity Share capital of our Company. For details, see “Capital Structure – Details of Build-up, Contribution and Lock-in of
Promoter’s Shareholding and Lock-in of other Equity Shares” on page 100.
Details of our Promoters
Girishbhai Manibhai Patel, aged 77 years, is a Promoter, and is also the Whole-time
Director of our Company. He is a resident of Nisarg Bunglow, Opp. Ace Tennis Club,
B/h Karnavati Club, Mumatpura, Daskroi, Bopal, Ahmedabad, Gujarat – 380 058.
DIN: 00261624
Date of birth: August 31, 1947
Permanent account number: AAWPP1120E
For the complete profile of Girishbhai Manibhai Patel, along with details of his
educational qualifications, professional experience, position/posts held in the past and
directorships held, see “Our Management – Board of Directors” on page 267.
Chirag Hasmukhbhai Patel, aged 54 years, is a Promoter, and is also the Joint
Managing Director of our Company. He is a resident of Diya Residence, Behind
Karnavati Club, Opp. Spring Valley Gate-2, Mummatpura, Daskroi, Ahmedabad,
Bopal, Gujarat - 380 058.
DIN: 00260514
Date of birth: March 26, 1971
Permanent account number: AEHPP8762P
For the complete profile of Chirag Hasmukhbhai Patel, along with details of his
educational qualifications, professional experience, position/posts held in the past and
directorships held, see “Our Management – Board of Directors” on page 267.
Malav Girishbhai Patel, aged 48 years, is a Promoter, and is also the Joint Managing
Director of our Company. He is a resident of Nisarg Bunglow, Spring Valley Road,
Behind Karnavati Club, S.G. Highway, Ahmedabad, Gujarat - 380 058.
DIN: 00260602
Date of birth: October 20, 1976
Permanent account number: AEPPP4861H
For the complete profile of Malav Girishbhai Patel, along with details of his
educational qualifications, professional experience, position/posts held in the past and
directorships held, see “Our Management – Board of Directors” on page 267.
286Birva Chirag Patel, aged 52 years, is a Promoter, and is also the Whole-time Director
of our Company. She is a resident of Diya Residence, Behind Karnavati Club, Opp.
Spring Valley Gate-2, Mummatpura, Daskroi, Ahmedabad, Bopal, Gujarat – 380 058.
DIN: 07203299
Date of birth: June 2, 1973
Permanent account number: AEVPP5751L
For the complete profile of Birva Chirag Patel, along with details of her educational
qualifications, professional experience, position/posts held in the past and
directorships held, see “Our Management – Board of Directors” on page 267.
Vipinbhai Kantilal Patel, aged 77 years, is a Promoter, and is also the Director of our
Company. He is a resident of 2, Nandanvan, Nr. Shaym Vihar, Opp. Silver Square,
Thaltej – Shilaj Road – Thaltej, Ahmedabad, Gujarat – 380 059.
DIN: 00260734
Date of birth: March 17, 1948
Permanent account number: AEQPP4916C
For the complete profile of Vipinbhai Kantilal Patel, along with details of his
educational qualifications, professional experience, position/posts held in the past and
directorships held, see “Our Management – Board of Directors” on page 267.
Aditya Vipinbhai Patel, aged 40 years, is a Promoter, and is also the Whole-time
Director of our Company. He is a resident of 2, Nandanvan, Nr. Shyam Vihar, Opp.
Silver Square, Thaltej – Shilaj Road – Thaltej, Ahmedabad, Gujarat – 380 059.
DIN: 07103812
Date of birth: October 11, 1984
Permanent account number: AJEPP1870G
For the complete profile of Aditya Vipinbhai Patel, along with details of his
educational qualifications, professional experience, position/posts held in the past and
directorships held, see “Our Management – Board of Directors” on page 267.
Our Company confirms that the permanent account numbers, bank account numbers, passport numbers, Aadhaar card numbers
and driving license numbers of our Promoters, to the extent available, have been submitted to the Stock Exchanges at the time
of filing of the Draft Red Herring Prospectus.
Details of Promoter Trusts
Chirag H Patel Family Trust
Trust Information
Chirag H Patel Family Trust was formed as a family trust pursuant to a deed of settlement dated April 4, 2024. The principal
office of Chirag H Patel Family Trust is at Diya Residence, Behind Karnavati Club, Opp. Spring Valley Gate – 2, Mumatpura,
Daskroi, Ahmedabad, Bopal – 380058, Gujarat, India.
Board of Trustees
The trustees of Chirag H Patel Family Trust as on the date of this Prospectus are Chirag Hasmukhbhai Patel and Birva Chirag
Patel.
Beneficiaries of the Trust
287Birva Chirag Patel and Diya Chirag Patel are the primary beneficiaries, and the lineal descendants of Diya Chirag Patel are the
secondary beneficiaries of the Chirag H Patel Family Trust.
Settlor of the Trust
Chirag Hasmukhbhai Patel is the settlor of the Chirag H Patel Family Trust.
Reasons for formation and objects of the Trust
The trust deed constituting the Chirag H Patel Family Trust provides as follows:
1. To provide, inter alia, a suitable succession planning structure to ensure seamless intergenerational transfer of the
Trust Fund amongst the Beneficiaries of the Trust Fund amongst the Beneficiaries and to ensure harmony and avoid
conflicts between the Beneficiaries of the Trust;
2. To provide for different needs and requirements of the Beneficiaries in accordance with the terms of this Deed
depending upon changing circumstances of life style and their varying needs including, as applicable, but not limited
to (i) maintenance; (ii) education; (iii) marriage expenses; (iv) medical expenses; (v) residence; and (vi) other
expenses and contingencies of the Beneficiaries which the Trustees may in their absolute discretion deem fit;
3. To provide for consolidation and preservation of all assets of the Trust; and
4. To ensure that the Trust Fund is properly managed and administered in accordance with the provisions of this Deed
and to undertake other activities of any nature whatsoever, in accordance with the powers available to the Trustees
under this Deed and Applicable Law.
Change in control of the Trust
There has been no change in control of the Chirag H Patel Family Trust in the three years immediately preceding the date of
this Prospectus.
Vipin K Patel Family Trust
Trust Information
Vipin K Patel Family Trust was formed as a family trust pursuant to a deed of settlement dated April 4, 2024. The principal
office of Vipin K Patel Family Trust is at 2, Nandanvan, Nr. Shyam Vihar, Opp. Silver Square, Shilaj Road, Thaltej, Ahmedabad
- 380059, Gujarat, India.
Board of Trustees
The trustees of Vipin K Patel Family Trust as on the date of this Prospectus are Vipinbhai Kantilal Patel and Aditya Vipinbhai
Patel.
Beneficiaries of the Trust
Aditya Vipinbhai Patel are the primary beneficiaries, Shayoni Aditya Patel, Aashirya Aditya Patel and other child/ children of
Aditya Vipinbhai Patel are the secondary beneficiaries and lineal descendants of Aashirya Aditya Patel are the tertiary
beneficiaries of the Vipin K Patel Family Trust.
Settlor of the Trust
Vipinbhai Kantilal Patel is the settlor of the Vipin K Patel Family Trust.
Reasons for formation and objects of the Trust
The trust deed constituting the Vipin K Patel Family Trust provides as follows:
1. To provide, inter alia, a suitable succession planning structure to ensure seamless intergenerational transfer of the
Trust Fund amongst the Beneficiaries of the Trust Fund amongst the Beneficiaries and to ensure harmony and avoid
conflicts between the Beneficiaries of the Trust;
2. To provide for different needs and requirements of the Beneficiaries in accordance with the terms of this Deed
depending upon changing circumstances of life style and their varying needs including, as applicable, but not limited
288to (i) maintenance; (ii) education; (iii) marriage expenses; (iv) medical expenses; (v) residence; and (vi) other
expenses and contingencies of the Beneficiaries which the Trustees may in their absolute discretion deem fit;
3. To provide for consolidation and preservation of all assets of the Trust; and
4. To ensure that the Trust Fund is properly managed and administered in accordance with the provisions of this Deed
and to undertake other activities of any nature whatsoever, in accordance with the powers available to the Trustees
under this Deed and Applicable Law.
Change in control of the Trust
There has been no change in control of the Vipin K Patel Family Trust in the three years immediately preceding the date of this
Prospectus.
MGM5 Family Trust
Trust Information
MGM5 Family Trust was formed as a family trust pursuant to a deed of settlement dated April 25, 2024. The principal office
of MGM5 Family Trust is at Nisarg, Opp. Ace Tennis Club, B/H Karnavati Club, Mumatpura, Daskroi, Bopal, Ahmedabad,
Gujarat – 380058, India.
Board of Trustees
The trustees of MGM5 Family Trust as on the date of this Prospectus are Girishbhai Manibhai Patel and Umaben Girishbhai
Patel.
Beneficiaries of the Trust
Umaben Girishbhai Patel and Malav Girishbhai Patel are the primary beneficiaries, and Master Ridaan Malav Patel and lineal
descendants of Master Ridaan Malav Patel are the secondary beneficiaries of the MGM5 Family Trust.
Settlor of the Trust
Girishbhai Manibhai Patel is the settlor of the MGM5 Family Trust.
Reasons for formation and objects of the Trust
The trust deed constituting the MGM5 Family Trust provides as follows:
1. To provide, inter alia, a suitable succession planning structure to ensure seamless intergenerational transfer of the
Trust Fund amongst the Beneficiaries of the Trust Fund amongst the Beneficiaries and to ensure harmony and avoid
conflicts between the Beneficiaries of the Trust;
2. To provide for different needs and requirements of the Beneficiaries in accordance with the terms of this Deed
depending upon changing circumstances of life style and their varying needs including, as applicable, but not limited
to (i) maintenance; (ii) education; (iii) marriage expenses; (iv) medical expenses; (v) residence; and (vi) other
expenses and contingencies of the Beneficiaries which the Trustees may in their absolute discretion deem fit;
3. To provide for consolidation and preservation of all assets of the Trust; and
4. To ensure that the Trust Fund is properly managed and administered in accordance with the provisions of this Deed
and to undertake other activities of any nature whatsoever, in accordance with the powers available to the Trustees
under this Deed and Applicable Law.
Change in control of the Trust
There has been no change in control of the MGM5 Family Trust in the three years immediately preceding the date of this
Prospectus.
289MGM11 Family Trust
Trust Information
MGM11 Family Trust was formed as a family trust pursuant to a deed of settlement dated April 25, 2024. The principal office
of MGM11 Family Trust is at Nisarg, Opp. Ace Tennis Club, B/H Karnavati Club, Mumatpura, Daskroi, Bopal, Ahmedabad,
Gujarat – 380058, India.
Board of Trustees
The trustees of MGM11 Family Trust as on the date of this Prospectus are Girishbhai Manibhai Patel and Umaben Girishbhai
Patel.
Beneficiaries of the Trust
Umaben Girishbhai Patel and Malav Girishbhai Patel are the primary beneficiaries, and Master Rishaan Malav Patel and lineal
descendants of Master Rishaan Malav Patel are the secondary beneficiaries of the MGM11 Family Trust.
Settlor of the Trust
Girishbhai Manibhai Patel is the settlor of the MGM11 Family Trust.
Reasons for formation and objects of the Trust
The trust deed constituting the MGM11 Family Trust provides as follows:
1. To provide, inter alia, a suitable succession planning structure to ensure seamless intergenerational transfer of the
Trust Fund amongst the Beneficiaries of the Trust Fund amongst the Beneficiaries and to ensure harmony and avoid
conflicts between the Beneficiaries of the Trust;
2. To provide for different needs and requirements of the Beneficiaries in accordance with the terms of this Deed
depending upon changing circumstances of life style and their varying needs including, as applicable, but not limited
to (i) maintenance; (ii) education; (iii) marriage expenses; (iv) medical expenses; (v) residence; and (vi) other
expenses and contingencies of the Beneficiaries which the Trustees may in their absolute discretion deem fit;
3. To provide for consolidation and preservation of all assets of the Trust; and
4. To ensure that the Trust Fund is properly managed and administered in accordance with the provisions of this Deed
and to undertake other activities of any nature whatsoever, in accordance with the powers available to the Trustees
under this Deed and Applicable Law.
Change in control of the Trust
There has been no change in control of the MGM11 Family Trust in the three years immediately preceding the date of this
Prospectus.
Aditya V Patel Family Trust
Trust Information
Aditya V Patel Family Trust was formed as a family trust pursuant to a deed of settlement dated May 7, 2024. The principal
office of Aditya V Patel Family Trust is at 2, Nandanvan, Nr. Shaym Vihar, Opp. Silver Square, Shilaj Road, Thaltej,
Ahmedabad – 380 059, Gujarat, India.
Board of Trustees
The trustees of Aditya V Patel Family Trust as on the date of this Prospectus are Aditya Vipinbhai Patel and Shayoni Aditya
Patel.
Beneficiaries of the Trust
Shayoni Aditya Patel, Aashirya Aditya Patel and other child/ children of Aditya Vipinbhai Patel are the primary beneficiaries,
and lineal descendants of Aashirya Aditya Patel and lineal descendants of other child/ children of Aditya Vipinbhai Patel are
the secondary beneficiaries of the Aditya V Patel Family Trust.
290Settlor of the Trust
Aditya Vipinbhai Patel is the settlor of the Aditya V Patel Family Trust.
Reasons for formation and objects of the Trust
The trust deed constituting the Aditya V Patel Family Trust provides as follows:
1. To provide, inter alia, a suitable succession planning structure to ensure seamless intergenerational transfer of the
Trust Fund amongst the Beneficiaries of the Trust Fund amongst the Beneficiaries and to ensure harmony and avoid
conflicts between the Beneficiaries of the Trust;
2. To provide for different needs and requirements of the Beneficiaries in accordance with the terms of this Deed
depending upon changing circumstances of life style and their varying needs including, as applicable, but not limited
to (i) maintenance; (ii) education; (iii) marriage expenses; (iv) medical expenses; (v) residence; and (vi) other
expenses and contingencies of the Beneficiaries which the Trustees may in their absolute discretion deem fit;
3. To provide for consolidation and preservation of all assets of the Trust; and
4. To ensure that the Trust Fund is properly managed and administered in accordance with the provisions of this Deed
and to undertake other activities of any nature whatsoever, in accordance with the powers available to the Trustees
under this Deed and Applicable Law.
Change in control of the Trust
There has been no change in control of the Aditya V Patel Family Trust in the three years immediately preceding the date of
this Prospectus.
Change in the management and control of our Company
There has been no change in control of our Company in the five years preceding the date of this Prospectus. For details in
relation to the shareholding of our Promoters and Promoter Group, and changes in the shareholding of our Promoters, including
in the five years preceding the date of this Prospectus, see “Capital Structure” on page 94.
Interests of our Promoters
Except as disclosed in “Restated Consolidated Financial Statements – Note 28” and “Related Party Transactions”, our
Promoters are interested in our Company to the extent: (i) that they have promoted our Company; (ii) of their direct and indirect
shareholding in our Company, the shareholding of their relatives; (iii) and other distributions in respect of the Equity Shares
held by our Promoters; (iv) of their directorship in our Company and our Subsidiaries; and (v) of their remuneration and
employment benefits for being the directors in our Company and our Subsidiaries. For further details, see “Capital Structure -
Details of Build-up, Contribution and Lock-in of Promoters’ Shareholding and Lock-in of other Equity Shares - Build-up of
Promoters’ equity shareholding in our Company” on page 100. Additionally, our Promoters may be interested in transactions
entered into by our Company with them, their relatives or other entities which are controlled by our Promoters.
Our Promoters are not interested as a member of a firm or company and no sum has been paid or agreed to be paid to our
Promoters or to any such firm or company in cash or shares or otherwise by any person either to induce them to become, or to
qualify them as, a director, or otherwise, for services rendered by such Promoters or by such firm or company in connection
with the promotion or formation of our Company.
Except as disclosed in “Restated Consolidated Financial Statements – Note 28 – Related Party Disclosures” on page 339, none
of our Promoters and members of the Promoter Group have any conflict of interest with our suppliers/ vendors and third-party
service providers which are crucial for the operations of our Company.
Further, except as disclosed in “Restated Consolidated Financial Statements – Note 28 – Related Party Disclosures” on page
339, none of our Promoters and members of the Promoter Group have any conflict of interest with the lessors of immovable
properties which are crucial for the operations of our Company.
Interest in property, land, construction of building and supply of machinery
Except as disclosed below, our Promoters do not have an interest in any property acquired by our Company during the three
preceding years immediately preceding the date of this Prospectus or proposed to be acquired by our Company, or in any
transaction by our Company for acquisition of land, construction of building or supply of machinery.
291Certain of our Promoters, are interested in properties leased to our Company, namely, Aditya Vipinbhai Patel, Chirag
Hasmukhbhai Patel, Girishbhai Manibhai Patel, Malav Girishbhai Patel, Vipinbhai Kantilal Patel, and Birva Chirag Patel are
interested in property leased by Manibhai & Brothers Finance Corporation, Birva Chirag Patel, Girishbhai Manibhai Patel and
Chirag Hasmukhbhai Patel are interested in property leased by Manibhai & Brothers (PCC) Sarkhej, Manibhai & Brothers,
Manibhai & Brothers Charitable Trust, Malav Girishbai Patel is interested in property leased by Manibhai & Brothers (PCC)
Sarkhej and Chirag Hasmukhbhai Patel and Girishbhai Manibhai Patel are interested in the property leased by Avichal Projects
LLP. For further details, please see “Our Business - Properties” on page 245.
Payment or benefits to Promoters or Promoter Group
Except as disclosed herein and as stated in “Restated Consolidated Financial Statements – Note 28” and “Our Management-
Terms of Appointment of Executive Directors of the Company” on pages 339 and 272, respectively, there has been no payment
or benefits by our Company to our Promoters or any of the members of the Promoter Group during the two years preceding the
date of this Prospectus nor is there any intention to pay or give any benefit to our Promoters or Promoter Group as on the date
of this Prospectus.
Companies or firms with which our Promoters have disassociated in the last three years
Except as stated below, our Promoters have not dissociated themselves from any companies or firms in the three years preceding
the date of this Prospectus.
Sr. No. Name of the Promoters Name of the company/ firm disassociated Date of Reasons for and
from disassociation circumstances leading to
disassociation and terms
of disassociation
1. Birva Chiragbhai Patel Phenix Building Solutions Private Limited March 7, 2024 Stake sale
2. Girishbhai Manibhai Patel Phenix Building Solutions Private Limited March 7, 2024 Stake sale
3. Chirag Hasmukbhai Patel Phenix Building Solutions Private Limited March 7, 2024 Stake sale
4. Aditya Vipinbhai Patel Phenix Building Solutions Private Limited March 7, 2024 Stake sale
5. Vipinbhai Kantilal Patel Phenix Building Solutions Private Limited March 7, 2024 Stake sale
6. Malav Girishbhai Patel Phenix Building Solutions Private Limited March 7, 2024 Stake sale
Material guarantees
As on the date of this Prospectus, our Promoters have not given any material guarantee to any third party with respect to the
Equity Shares.
Promoter Group
In addition to our Promoters, the individuals and entities that form a part of the Promoter Group of our Company in terms of
Regulation 2(1) (pp) of the SEBI ICDR Regulations are set out below:
Natural persons who are part of our Promoter Group
The natural persons who are part of our Promoter Group, other than our Promoters, are as follows:
Name of the Promoter Name of member of our Promoter Group Relationship with our Promoter
Girishbhai Manibhai Patel Umaben Girishbhai Patel Spouse
Mahesh Manibhai Patel Brother
Jayshreeben Bimalbhai Patel Sister
Dakshaben Kiranbhai Patel Sister
Patel Minaben Arvindkumar Sister
Malav Girishbhai Patel Son
Vipinbhai Kantilal Patel Brother of Spouse
Hemangini Harikrishna Patel Sister of Spouse
Karbhari Tasleem Mohmmadyusuf Sister of Spouse
Chirag Hasmukhbhai Patel Birva Chirag Patel Spouse
Patel Bhadraben Hasmukhbhai Mother
Ami Narayan Sister
Diya Chirag Patel Daughter
Minaben Shirishkumar Mehta Mother of Spouse
Malav Girishbhai Patel Aparna Malav Patel Spouse
Girishbhai Manibhai Patel Father
Umaben Girishbhai Patel Mother
Ridaan Malav Patel Son
Rishaan Malav Patel Son
292Name of the Promoter Name of member of our Promoter Group Relationship with our Promoter
Nimish Kalyanbhai Vasa Father of Spouse
Anurupa Nimish Vasa Mother of Spouse
Abhijit Nimish Vasa Brother of Spouse
Birva Chirag Patel Chirag Hasmukhbhai Patel Spouse
Minaben Shirishkumar Mehta Mother
Diya Chirag Patel Daughter
Patel Bhadraben Hasmukhbhai Mother of Spouse
Ami Narayan Sister of Spouse
Vipinbhai Kantilal Patel Hemangini Harikrishna Patel Sister
Karbhari Tasleem Mohmmadyusuf Sister
Umaben Girishbhai Patel Sister
Aditya Vipinbhai Patel Son
Aditi Vipinbhai Patel Daughter
Ashvinkumar Vithalbhai Patel Brother of Spouse
Jyotsanaben Navnitbhai Patel Sister of Spouse
Ramaben Haresh Patel Sister of Spouse
Aditya Vipinbhai Patel Shayoni Aditya Patel Spouse
Vipinbhai Kantilal Patel Father
Aditi Vipinbhai Patel Sister
Aashirya Aditya Patel Daughter
Yogesh Madhusudan Desai Father of Spouse
Binaben Yogeshbhai Desai Mother of Spouse
Manushi Yogeshbhai Desai Sister of Spouse
Entities forming part of the Promoter Group
The entity forming part of our Promoter Group, are as follows:
1. Phenix Engineering Services Private Limited (formerly known as Phenix Building Services Private Limited)
2. Maxim Finance Private Limited
3. Azkka Pharmaceuticals Private Limited
4. Shrinathji Prestressed Private Limited
5. Giriraj Prestressed Private Limited
6. L V Finance Private Limited
7. Patel Girishbhai Manibhai HUF
8. M B Enterprise
9. Manibhai & Brothers
10. Manibhai & Brothers (PCC) Sarkhej
11. Manibhai & Brothers (Sleepers)
12. Usha Prestressed Sleeper Udyog (PIPLOD)
13. Manibhai & Brothers Finance Corporation
14. Phenix Building Services
15. M&B Urbanestates LLP
16. Manibhai & Brothers Charitable Trust
17. Trimurti Charitable Trust
18. Indumati Charitable Trust
19. Chirag Hasmukhbhai Patel HUF
29320. Abir Investments Private Limited
21. Angot Chemicals Private Limited
22. Patel Malav Girishbhai HUF
23. Rellonge Traders LLP
24. Patel Vipinbhai Kantilal HUF
25. Aditya Vipinbhai Patel HUF
26. Neo Smile Dental Clinic
27. Giriraj Infrabuild LLP
28. Grey Stone Buildcon LLP
29. 110 Perkins Somerville LLC
30. 1401 Latimer Circle LLC
31. 209 Middlesex Burlington LLC
32. 24 Linden Medford LLC
33. 27 Pearl Somerville LLC
34. 3 Maple Haverhill LLC
35. 31 Aiken Lowell LLC
36. 37 Dutcher Hopedale LLC
37. 375-379 Haverhill Lawrence LLC
38. 43-49 Austin Street LLC
39. 776 Main Street Worcester LLC
40. Abhijit Nimish Vasa (HUF)
41. Arcata Trade Links Private Limited
42. Aura Aka LLC
43. Avichal Projects LLP
44. Kuma Engineering Private Limited
45. Kuma Engineering USA, INC.
46. Kuma Gardner LLC
47. Kuma Nashua LLC
48. Kuma Realty, LLC
49. M & K Industries, INC
50. Phoenix Nexus Holdings, LLC
51. Phoenix Nexus International LLC
52. Pushpkalyan Charitable Trust
53. Rasayan Consultants
29454. West Main and Mount Pleasant LLC
55. Yogesh Madhusudan Desai (HUF)
56. Diya Enterprise
57. R R Enterprise
58. Aashirya Enterprise
295OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations and the applicable accounting standards, for the purpose of identification of “group
companies”, our Company has considered (i) such companies (other than promoter(s) and subsidiaries) with which there were
related party transactions during the period for which Restated Consolidated Financial Statements is disclosed in this
Prospectus, as covered under applicable accounting standards, and (ii) any other companies which are considered material by
our Board.
Modtech Machines Private Limited was a subsidiary of the Company during the period for which the related party transactions
have been carried out, hence it has not been identified as a group company of the Company.
In respect of item (ii) above, our Board in its meeting held on July 14, 2025, has considered and adopted the Materiality Policy,
inter alia, for identification of companies that shall be considered material and shall be disclosed as a group company in this
Prospectus. In terms of the Materiality Policy, a company shall be considered ‘material’ and will be disclosed as a ‘Group
Company’ in the Offer Documents, if a company is a member of the promoter group in terms of Regulation 2(1)(pp) of the
SEBI ICDR Regulations, and has entered into one or more transactions with our Company (on a consolidated basis) in the most
recent financial year (covered in the Restated Consolidated Financial Statements included in the Offer Documents) that
cumulatively exceed 10.00% of the total consolidated revenue of the Company, as per the Restated Consolidated Financial
Statements of the Company for the most recent financial year. Accordingly, our Board has identified the following as group
companies of our Company (“Group Companies”):
1. Giriraj Prestressed Private Limited; and
2. Shrinathji Prestressed Private Limited.
A. Details of our Group Companies
1. Giriraj Prestressed Private Limited
Registered office
The registered office of Giriraj Prestressed Private Limited is situated at 51, Chandrodaya Society, MB House,
Opp. Golden Triangle, Naranpura, Ahmedabad-380 014.
Financial Information
Information with respect to reserves (excluding revaluation reserves), sales, profit after tax, earnings per
share, diluted earnings per share and net asset value, derived from the audited standalone financial statements
of Giriraj Prestressed Private Limited for the Fiscals 2024, 2023 and 2022 are available on https://mbel.in/.
2. Shrinathji Prestressed Private Limited
Registered office
The registered office of Shrinathji Prestressed Private Limited is situated at 51, Chandrodaya Society, MB
House, Opp. Golden Triangle, Naranpura, Ahmedabad-380 014.
Financial Information
Information with respect to reserves (excluding revaluation reserves), sales, profit after tax, earnings per
share, diluted earnings per share and net asset value, derived from the audited standalone financial statements
of Shrinathji Prestressed Private Limited for the Fiscals 2024, 2023 and 2022 are available on https://mbel.in/.
B. Interests of Group Companies in our Company
(a) In the promotion of our Company
Our Group Companies do not have any interest in the promotion of our Company.
(b) In the properties acquired by our Company in the past three years preceding the filing of this Prospectus
or proposed to be acquired
Our Group Companies are not interested in the properties acquired by our Company in the three years
immediately preceding the filing of this Prospectus or proposed to be acquired by our Company.
296(c) In transactions for acquisition of land, construction of building and supply of machinery
Our Group Companies are not interested in any transactions for the acquisition of land, construction of
building or supply of machinery, etc. For details in relation to our related party transactions as per the
requirements under Ind AS 24, see “Restated Consolidated Financial Statements – Note 28” on page 339.
C. Common pursuits amongst the Group Companies with our Company
There are no common pursuits between the Group Companies and our Company.
D. Related business transactions with our Group Companies and significance on the financial performance of our
Company
Other than the transactions appearing in the section titled “Restated Consolidated Financial Statements – Note 28” on
page 339, there are no other related business transactions between the Group Companies and our Company.
E. Litigations
Except as disclosed in “Outstanding Litigation and Other Material Developments” on page 395, there are no litigations
involving our Group Companies which may have a material impact on our Company.
F. Business interests or other interests
There are related party transactions between the Group Companies and our Company as appearing in the section titled
“Restated Consolidated Financial Statements – Note 28” on page 339. Other than the related party transactions, our
Group Companies do not have any business interest or other interest in our Company.
G. Confirmations
None of our Group Companies have its securities listed on any stock exchange.
Our Group Company does not have any conflict of interest with our suppliers/vendors and third-party service providers
which are crucial for the operations of our Company.
Our Group Company does not have any conflict of interest with the lessors of immovable properties which are crucial
for the operations of our Company.
297RELATED PARTY TRANSACTIONS
For details of the related party transactions, as per the requirements under the applicable Indian Accounting Standards for
Fiscals 2025, 2024 and 2023 and as reported in the Restated Consolidated Financial Statements, see “Restated Consolidated
Financial Statements – Note 28” on page 339.
298DIVIDEND POLICY
The declaration and payment of dividend will be recommended by our Board and/or approved by our Shareholders, at their
discretion, subject to the provisions of our Articles of Association, the applicable law, including the Companies Act. The
dividend policy of our Company was adopted and approved by our Board in its meeting held on March 07, 2024.
We may retain all our future earnings, if any, for use in the operations and expansion of our business. As a result, we may not
declare dividend in the foreseeable future. In terms of our Dividend Policy, our Board shall consider, inter alia, the following
internal and external parameters while declaring or recommending dividends to our Shareholders: (i) profits earned during the
financial year; (ii) retained earnings; (iii) earnings outlook; (iv) present and future capital expenditure plans / working capital
requirements of our Company; (v) past dividend trends; (v) any other relevant factors and material events as may be deemed
fit by our Board; (vi) dividend pay-out ratios of companies in the same industry; (ii) macro-economic environment including
significant changes in macro-economic environment materially affecting the businesses in which our Company is engaged in
the geographies in which our Company operates; (vii) capital markets where the dividend pay-out may depend upon the capital
market environment and cost of capital to raise fresh funds through alternate resources.
In addition, our ability to pay dividends may be impacted by a number of other factors, including any tax and regulatory changes
in the jurisdiction in which our Company operates which significantly affects the business, and restrictive covenants contained
in any agreement as may be entered with the lenders.
For more information on restrictive covenants under our loan agreements, see “Financial Indebtedness” beginning on page 392.
Our Company has not declared or paid any dividends on the Equity Shares during the last three Fiscals 2025, 2024 and 2023
preceding the date of this Prospectus and from April 1, 2025, until the date of this Prospectus.
Our Company may from time to time, pay interim dividends. Our past practices in relation to declaration of dividend and, or,
the amount of dividend paid is not necessarily indicative of our future dividend declaration. There is no guarantee that any
dividends will be declared or paid on Equity Shares or with any frequency, in the future. For further details, see “Risk Factors
– We cannot assure payment of dividends on the Equity Shares in the future. 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 66.
299SECTION V – FINANCIAL INFORMATION
RESTATED CONSOLIDATED FINANCIAL STATEMENTS
[The remainder of this page has intentionally been left blank]
300Independent Auditors' Examination Report on the Restated Consolidated Statement of assets and liabilities as at March
31, 2025, 2024 and 2023, Restated Consolidated Statement of profit and loss (including other comprehensive income),
the Restated Consolidated Statement of changes in equity and the Restated Consolidated Statement of Cash Flows for
each of the financial years ended March 31, 2025, 2024 and 2023, and Notes to Restated Consolidated Financial
Statements of M & B Engineering Limited and its subsidiaries (collectively, the "Restated Consolidated Financial
Statements")
To
The Board of Directors
M & B Engineering Limited
Dear Sirs,
1. We, Talati & Talati LLP have examined the attached Restated Consolidated Financial Statements of M & B
Engineering Limited (the “Company”) and its subsidiaries (the Company and its subsidiaries collectively referred to
as the “Group”), as at and for each of the financial years ended March 31, 2025, 2024 and 2023 annexed to this report
and prepared by the Company for the purpose of inclusion in the Red Herring Prospectus (the “RHP”) and Prospectus
proposed to be filed with the Registrar of Companies, Ahmedabad at Gujarat, in connection with the proposed initial
public offer of equity shares of face value of Rs.10 each of the Company (the “Offering”) and submitted with Securities
and Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of India Limited (collectively, the
“Stock Exchanges”). The Restated Consolidated Financial Statements, which have been approved by the Board of
Directors of the Company at their meeting held on July 14, 2025 have been prepared in accordance with the
requirements of:
a. section 26 of Part I of Chapter III of the Companies Act 2013 (the "Act");
b. relevant provisions of the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended (the “ICDR Regulations”); and
c. the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India ("ICAI"), as amended from time to time (the "Guidance Note").
Management’s Responsibility for the Restated Consolidated Financial Statements
2. The preparation of the Restated Consolidated Financial Statements, which are to be included in the RHP and
Prospectus, is the responsibility of the Board of Directors of the Company for the purpose set out in paragraph 4 below.
The Restated Consolidated Financial Statements have been prepared by the management of the Company on the basis
of preparation stated in Note 2 of Notes to the Restated Consolidated Financial Statements. The Board of Directors
responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation
and presentation of the Restated Consolidated Financial Statements. The Board of Directors are also responsible for
identifying and ensuring that the Group complies with the Companies Act, 2013 (‘the Act’), ICDR Regulations and
the Guidance Note.
Auditors’ Responsibilities
3. We have examined such Restated Consolidated Financial Statements taking into consideration:
a. the terms of reference and terms of our engagement agreed with you vide engagement letter dated January
29, 2024 between the Company and Talati & Talati LLP requesting us to carry out the assignment, in
connection with the proposed Offering of the Company;
b. The Guidance Note. The Guidance Note also requires that we comply with the ethical requirements of the
Code of Ethics issued by the ICAI;
c. Concepts of test checks and materiality to obtain reasonable assurance based on verification of evidence
supporting the Restated Consolidated Financial Statements; 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 in connection with the Offering.
4. The Company proposes to make an initial public offering of its equity shares of face value of Rs.10 each, which
comprises of fresh issue of equity shares and an offer for sale by certain existing shareholders of the Company at such
301premium arrived at by the book building process (referred to as the 'Offer'), as may be decided by the Company’s
Board of Directors.
Restated Consolidated Financial Statements as per audited consolidated financial statements
5. The Restated Consolidated Financial Statements have been compiled by the management of the Company from the
audited consolidated financial statements of the Group as at and for the year ended on March 31, 2025 which have
been approved by the Board of Directors at their meeting held on July 14, 2025, audited consolidated financial
statements for the financial year ended March 31, 2024 which have been approved by the Board of Directors at their
meeting held on June 06, 2024 and audited special purpose consolidated financial statements of the Group as at and
for the financial year ended March 31, 2023 which have been approved by the Board of Directors at their meeting held
on June 06, 2024 prepared in accordance with the accounting principles generally accepted in India including Indian
Accounting Standards (referred to as "Ind AS") specified under Section 133 of the Act, read with the Companies
(Indian Accounting Standards) Rules, 2015, as amended, and other accounting principles generally accepted in India.
(collectively “Consolidated Financial Statements”);
For the purpose of our examination, we have relied on Auditors’ Report issued by us, dated July 14, 2025, on the
Consolidated Financial Statements of the Group as at and for the year ended as on March 31, 2025, report on
Consolidated Financial Statements of the Group issued by us dated June 06, 2024 as at and for the year ended March
31, 2024 and report on Special Purpose Consolidated Financial Statements of the Group issued by us dated June 06,
2024 as at and for the financial year ended March 31, 2023, as referred in paragraph 5 above.
6. As indicated in our audit reports referred to in Para 5, we did not audit the financial statements of one domestic
subsidiary of the Company (Modtech Machines Private Limited) as at and for the financial years ended March 31,
2024 and 2023 and one foreign subsidiary (Phenix Construction Technologies Inc.) as at and for the financial years
ended March 31, 2025, 2024 and 2023, whose financial statements reflect total assets, total revenues and net cash
inflows/(outflows) for the relevant year as mentioned below:
(Rs. in Millions)
Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
Total Assets 69.59 134.94 40.69
Total Revenue 615.37 124.20 215.55
Net Cash inflows/(outflows) 7.83 35.50 14.58
Group’s share of Net (Loss)/Profit 12.72 (31.33) (54.59)
The financial statements / financial information of one domestic subsidiary (Modtech Machines Private Limited, which
ceased to exist as subsidiary from May 23, 2023) have not been audited by us. The financial statements / financial
information have been audited by other auditors whose report has been furnished to us by the management and our
opinion on the same so far as it relates to the amounts and disclosures included in respect of the subsidiary, is based
solely on the reports of the other auditors.
The financial statements / financial information of foreign subsidiary (Phenix Construction Technologies INC) have
not been audited by us or any other auditor and the financial information have been furnished to us as certified by the
management. Our opinion in so far as it relates to the amounts included in the financial statements referred to in Para
5 above are based solely on the report of Management.
7. Based on our examination and according to the information and explanations given to us, we report that the Restated
Consolidated Financial Statements:
a) have been prepared after incorporating adjustments for 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 groupings/classifications as at and
for the year ended March 31, 2025;
b) There was one Qualification in the Audit Report issued by us on the Special Purpose Consolidated Financial
Statements for the Financial year ended on March 31, 2023, which required adjustment in the Restated
Consolidated Financial Statements which is accounting policy of providing for Long term employee benefits
as per the Indian Accounting Standard 19 for subsidiary Modtech Machines Private Limited (which ceased
to exist as subsidiary from May 23, 2023). The company has made adjustments of providing long term
employee benefits expense for the said subsidiary on accrual basis in the Restated Consolidated Financial
Statements. As the said subsidiary is no longer a subsidiary of the Company, said adjustment does not have
any impact on the Company’s Profitability or Statement of financial statements.
302c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note
8. The Restated Consolidated Financial Statements do not reflect the effect of events that occurred subsequent to the
respective dates of the reports on audited Consolidated Financial Statements mentioned in paragraph 6 above.
9. We have not audited any financial statements of the Group as of 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 changes in
equity of the Group as of any date or for any period subsequent to March 31, 2025.
10. This report should not be in any way construed as a reissuance or re-dating of any of the previous audit reports issued
by us nor should this report be construed as a new opinion on any of the financial statements referred to herein.
11. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
12. Our report is intended solely for use of the Board of Directors of the Company for inclusion in the RHP and Prospectus
to be filed with the Registrar of Companies Ahmedabad at Gujarat in connection with the proposed Offering and
submitted with SEBI and the Stock Exchanges. 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
For TALATI & TALATI LLP
Chartered Accountants
Firm Reg. No: 110758W/W100377
(Umesh Talati)
Partner
Membership Number: 034834
UDIN: 25034834BMIAUG4871
Place of Signature: Ahmedabad
Date: July 14, 2025
303M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Restated Consolidated Statement of Assets and Liabilities
Particulars As at As at As at
Notes 31 March 2025 31 March 2024 31 March 2023
ASSETS
Non-current assets
Property, plant and equipment 3 1,686.25 755.33 743.29
Capital work-in-progress 3 21.76 662.26 18.57
Intangible assets 3 (A) 23.89 11.37 33.17
Right to use assets 4 45.45 5.36 11.98
Financial assets
(i) Investments 5 (A) 51.06 68.99 51.17
(ii) Loans 5 (E) 3.00 3.00 3.00
(iii) Other financial assets 5 (F) 46.61 35.20 44.48
Total non-current assets 1,878.02 1,541.51 905.66
Current assets
Inventories 7 3,223.76 1,958.02 1,746.33
Financial assets
i) Trade receivables 5 (B) 1,923.57 1,389.60 1,192.15
ii) Cash and bank balances 5 (C) 296.35 734.41 981.99
iii) Bank balances other than (ii) above 5 (D) 551.80 257.91 274.09
iv) Loans 5 (E) 2.63 4.56 2.78
v) Other financial assets 5 (F) 4.63 2.37 3.15
Other current assets 6 611.38 442.73 481.72
Total current assets 6,614.12 4,789.60 4,682.21
Total assets 8,492.14 6,331.11 5,587.87
EQUITY AND LIABILITIES
Equity
Equity share capital 8 500.00 500.00 200.00
Other equity 9 2,565.34 1,830.32 1,605.12
Total equity 3,065.34 2,330.32 1,805.12
Non controlling interest - - (9.64)
Non-current liabilities
Financial liabilities
i) Borrowings 10 (A) 542.13 438.83 892.70
ii) Lease liabilities 11 (A) 36.44 2.01 5.51
Deferred tax liabilities (net) 14 (B) 65.48 43.62 49.82
Total non-current liabilities 644.05 484.46 948.03
Current liabilities
Financial liabilities
i) Borrowings 10 (B) 1,319.20 1,609.59 594.78
ii) Lease liabilities 11 (A) 10.01 4.43 8.09
iii) Trade payables
- (a) Total outstanding dues of micro enterprises and 15 126.74 26.12 130.92
small enterprises
- (b) Total outstanding dues of creditors other than 15 2,139.69 907.02 1,210.24
micro enterprises and small enterprises
iv) Other financial liabilities 11 153.94 124.49 104.76
Short term provisions 12 132.72 104.70 134.20
Other current liabilities 13 900.45 739.98 661.37
Total current liabilities 4,782.75 3,516.33 2,844.36
Total equity and liabilities 8,492.14 6,331.11 5,587.87
The above Statement should be read with the Significant Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial
Statements.
As per our report of even date For and on behalf of Board of Directors
For Talati & Talati LLP
Chartered Accountants
(Firm Reg. No : 110758W/W100377) Chirag Hasmukhbhai Patel Malav Girishbhai Patel
Joint Managing Director Joint Managing Director
DIN: 00260514 DIN: 00260602
Umesh Talati Pankaj Naresh Mayur Satishbhai Patel
(Partner) Chief Executive Officer Chief Executive Officer
Membership Number : 034834
Keyur Bachubhai Shah Palak Dilipbhai Parekh
Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : July 14, 2025 Date : July 14, 2025
304M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Restated Consolidated Statement of Profit and Loss (including other comprehensive income)
Particulars
For the year ended For the year ended For the year ended
Notes
31 March 2025 31 March 2024 31 March 2023
I Income
Revenue From Operations 16 9,885.54 7,950.60 8,804.70
Other income 17 83.35 132.00 85.34
Total income (I) 9,968.89 8,082.60 8,890.04
II Expenses
Cost of materials consumed and operational expenses 18 6,748.69 5,771.69 6,563.38
(Increase)/Decrease in inventories of finished goods, stock in trade and 19
work-in-progress 3.49 (37.71) 116.39
Employee benefits expenses 20 989.38 809.09 753.52
Finance costs 23 199.58 230.58 191.79
Depreciation and amortization expenses 21 125.18 88.80 103.01
Other expenses 22 880.21 611.31 707.11
Total expenses (II) 8,946.53 7,473.76 8,435.20
III Restated Profit before tax (I-II) 1,022.36 608.84 454.84
IV Tax expenses
Current tax 14 (A) 230.03 157.65 131.37
Deferred tax charge/(credit) 14 (A) 21.86 (5.15) (5.45)
Total tax expense (IV) 251.89 152.50 125.92
V Restated Profit for the year/period (III-IV) 7 70.47 4 56.34 3 28.92
VI Restated other comprehensive income/(loss)
Items that will not be reclassified to profit or loss
Re-measurement gain/ (loss) on defined benefit plans 24 - 10.66 (11.03) (4.11)
Restated Other comprehensive income/(loss) for the year/period,
net of tax (VI) - 10.66 (11.03) (4.11)
VII Restated total comprehensive income for the year/period, net of tax 7 59.81 4 45.31 324.81
(V-VI)
VIII Less/(Add) Non Controlling Interest - (2.25) (12.00)
IX Total Comprehensive Income for the year/period (After Non 7 59.81 4 47.56 336.81
Controlling Interest)
Restated earnings per equity share [nominal value of shares INR 131.01
10 each (Previous year INR 10 each)]
- Basic earnings per share (in INR) 25 15.41 9.17 6.82
- Diluted earnings per share (in INR) 25 15.41 9.17 6.82
The above Statement should be read with the Significant Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Statements.
As per our report of even date For and on behalf of Board of Directors
For Talati & Talati LLP
Chartered Accountants
(Firm Reg. No : 110758W/W100377) Chirag Hasmukhbhai Patel Malav Girishbhai Patel
Joint Managing Director Joint Managing Director
DIN: 00260514 DIN: 00260602
Umesh Talati Pankaj Naresh Mayur Satishbhai Patel
(Partner) Chief Executive Officer Chief Executive Officer
Membership Number : 034834
Keyur Bachubhai Shah Palak Dilipbhai Parekh
Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : July 14, 2025 Date : July 14, 2025
305M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Restated Consolidated Cash Flow Statement
Particulars Year ended Year ended Year ended
31st March 2025 31st March 2024 31st March 2023
A. CASH FLOW FROM OPERATING ACTIVITIES :-
Restated profit before tax 1 ,022.36 608.84 454.84
Add/(Less): Other Compherensive Income (10.66) (11.03) (4.11)
1 ,011.70 597.81 450.73
Adjustments for :-
Depreciation and Amortization 125.18 88.80 103.01
(Gain)/loss on Liquid Funds (Net) (4.68) (44.79) (13.58)
Reversal on Sale of subsidiary - 60.42 -
Interest Paid 196.28 229.63 190.28
Interest on Lease Liabilities* 3.30 0.95 1.51
Loss/(Profit) on Sale of Assets 1 .36 (0.40) (0.84)
Profit on Sale of Investments (4.07) (1.77) (0.08)
Unrealised (gain)/loss of fair value on equity instruments* (4.71) (13.31) 5 .51
Dividend Income (0.53) (0.52) (0.52)
Exchange rate fluctuation and other related adjustments arising on consolidation (24.79) 27.59 14.38
Fair Value Loss on Sundry Deposits* - - -
Interest income on Security Deposits and EMD* (1.69) (3.57) (2.39)
Interest income (46.74) (52.11) (45.23)
Total 2 38.91 290.92 252.05
Operating profit before working capital changes 1 ,250.61 888.73 702.78
Adjustments for :-
( Increase ) / Decrease in trade and other receivables (950.18) (124.09) 1 38.28
( Increase ) / Decrease in Inventories (1,265.74) (211.69) 2 89.47
Increase / ( Decrease ) in trade payables 1 ,333.29 (408.02) (676.14)
Increase / ( Decrease ) in Other current liabilities 160.47 78.61 (66.95)
Increase / ( Decrease ) in Other Financial liabilities 29.45 19.73 23.27
Increase / ( Decrease ) in Short Term Provision 1 2.62 (5.38) 0 .21
Total (680.09) (650.84) (291.86)
Cash generated from operations 570.52 237.89 410.92
Direct taxes paid - Net of refunds (214.63) (181.30) (121.22)
Total (214.63) (181.30) (121.22)
NET CASH FLOW FROM/(USED IN) OPERATING ACTIVITIES (A) 355.89 56.59 289.70
B. CASH FLOW FROM INVESTING ACTIVITIES :-
Purchase of fixed assets (423.21) (780.79) (181.96)
Proceeds from Liquid Funds (Net) - 4 4.79 1 3.58
(Purchase) / sale of Investment 3 1.39 (2.74) 0 .09
Sale of Fixed Assets 2.06 65.08 2.68
Loans and advances 1 .93 (1.78) 0 .42
Dividend Income 0.53 0.52 0.52
Interest Received 46.74 52.11 45.23
NET CASH FROM/(USED IN) INVESTING ACTIVITES (B) (340.56) (622.81) (119.44)
C. CASH FLOW FROM FINANCING ACTIVITIES :-
Proceeds / (Repayment) of Borrowings (Net) (387.09) 1 19.94 478.39
Proceeds from Term Loan 2 00.00 4 41.00 13.26
Interest on Lease Liability* (3.30) (0.95) (1.51)
Repayment of Lease Liability* (8.41) (7.16) (2.48)
Finance cost paid (196.28) (229.63) (190.28)
Share Issue Expenses (58.31) (4.56) -
NET CASH FROM/(USED IN) FINANCING ACTIVITIES (C) (453.39) 3 18.64 297.38
Net increase / (decrease) in cash and cash equivalents (A+B+C) (438.06) (247.58) 4 67.64
Cash and cash equivalents at the beginning of the year/period 734.41 981.99 514.35
Cash and cash equivalents at the close of the year/period 296.35 734.41 981.99
*These amounts pertain to adjustments on conversion to IND AS from IGAAP
As at As at As at
Components of cash and cash equivalents
31 March 2025 31 March 2024 31 March 2023
Balances with banks in Current Accounts 31.51 233.16 259.90
Cash on hand 2.09 1.49 1.99
Other Bank Balances :
Balances with Banks in Fixed Deposits 262.75 449.26 720.10
In Liquid Funds - 50.50 -
Net Cash and Cash Equivalents 296.35 734.41 981.99
The Cash Flow Statement has been prepared under the Indirect method as set out in Ind AS 7 on Cash Flow Statements notified under Section 133 of The Companies Act 2013, read
together with Paragraph 7 of the Companies (Indian Accounting Standard) Rules 2015 (as amended).
As per our report of even date For and on behalf of Board of Directors
For Talati & Talati LLP
Chartered Accountants Chirag Hasmukhbhai Patel Malav Girishbhai Patel
(Firm Reg. No : 110758W/W100377) Joint Managing Director Joint Managing Director
DIN: 00260514 DIN: 00260602
Umesh Talati Pankaj Naresh Mayur Satishbhai Patel
(Partner) Chief Executive Officer Chief Executive Officer
Membership Number : 034834
Keyur Bachubhai Shah Palak Dilipbhai Parekh
Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : July 14, 2025 Date : July 14, 2025
306M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Restated Consolidated Statement of Changes in Equity
A) Equity share capital
Particulars Equity Shares
Number of Shares INR millions
For the year ended 31 March 2025
Equity shares of INR 10 each issued, subscribed and fully paid
At 1 April 2024 5,00,00,000 5 00.00
Changes in equity share capital - -
Restated balance as at 1 April 2024 5,00,00,000 5 00.00
Buyback of equity share capital (refer note 9) - -
At 31 March 2025 5,00,00,000 500.00
For the year ended 31 March 2024
Equity shares of INR 10 each issued, subscribed and fully paid
At 1 April 2023 2 ,00,00,000 2 00.00
Changes in equity share capital# 3,00,00,000 3 00.00
Restated balance as at 1 April 2023 5,00,00,000 5 00.00
At 31 March 2024 5,00,00,000 5 00.00
For the year ended 31 March 2023
Equity shares of INR 10 each issued, subscribed and fully paid
At 1 April 2022 2,00,00,000 2 00.00
Changes in equity share capital - -
Restated balance as at 1 April 2022 2,00,00,000 2 00.00
At 31 March 2023 2,00,00,000 2 00.00
# The Board of Directors at its meeting held on October 9,2023 had approved the bonus issue of three new equity share for every two share held on record date which was
approved by the shareholders by means of a special resolution dated September 30, 2023 Through a Board resolution dated October 9,2023, the Company has allotted
3,00,00,000 equity shares of Rs.10 each as bonus shares to the existing equity shareholders of the Company.
B) Other equity
Particulars Reserves and Surplus
Foreign
Total
Capital Currency General Retained
Reserve Translatio Reserve Earnings
n Reserve
Restated balance as at 01 April 2024 - 31.60 24.04 1,774.68 1 ,830.32
Add/ (less):
Profit/(loss) for the year - - - 770.47 7 70.47
Other comprehensive income for the year - - - ( 10.66) (10.66)
Exchange difference on translation of foreign operations - (24.79) - - (24.79)
Balance As at 31 March 2025 - 6.81 24.04 2,534.49 2,565.34
Restated balance as at 01 April 2023 - 14.38 24.04 1,566.70 1 ,605.12
Add/ (less):
Profit/(loss) for the year - - - 456.34 4 56.34
Less/(Add) Non Controlling Interest - - - ( 2.25) (2.25)
Other comprehensive income for the year - - - ( 11.03) (11.03)
Exchange difference on translation of foreign operations - 15.22 - - 15.22
Less: Reversal on Sale of Subsidiary - 2.00 - - 2.00
Bonus Issued during the year - - - ( 300.00) (300.00)
Less: Reversal on Sale of Subsidiary - - - 60.42 60.42
Balance As at 31 March 2024 - 31.60 24.04 1 ,774.68 1,830.32
Balance as at 1 April 2022 - (2.98) 24.04 1,229.89 1 ,250.95
Changes in accounting policies or prior period errors - - - - -
Restated balance as at 01 April 2022 - (2.98) 24.04 1,229.89 1 ,250.95
Add/ (less):
Profit/(loss) for the year - - - 328.92 3 28.92
Less/(Add) Non Controlling Interest - - - ( 12.00) (12.00)
Add: Comprehensive Income for the year - - - ( 4.11) (4.11)
Exchange difference on translation of foreign operations - 17.36 - - 17.36
Balance As at 31 March 2023 - 14.38 24.04 1,566.70 1 ,605.12
The above Statement should be read with the Significant Accounting Policies and Other Explanatory Notes to Restated Consolidated Financial Statements and Notes to
Restated Consolidated Financial Statements.
As per our report of even date For and on behalf of Board of Directors
For Talati & Talati LLP
Chartered Accountants Chirag Hasmukhbhai Patel Malav Girishbhai Patel
(Firm Reg. No : 110758W/W100377) Joint Managing Director Joint Managing Director
DIN: 00260514 DIN: 00260602
Umesh Talati Pankaj Naresh Mayur Satishbhai Patel
(Partner) Chief Executive Officer Chief Executive Officer
Membership Number : 034834
Keyur Bachubhai Shah Palak Dilipbhai Parekh
Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : July 14, 2025 Date : July 14, 2025
307M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
Note 1. Corporate Information
M & B ENGINEERING LIMITED (‘the Holding Company or Company’) was incorporated on 16th June, 1981.
The Company's registered and corporate office is located at MB House, 51, Chandrodaya Society, Opp Golden
Triangle, Stadium Road, Post Navjivan, Ahmedabad, Gujarat, India, 380014. The Company is engaged in the
business of Pre-Engineered Metal Buildings (PEB), Structural Steel, Self-Supported Steel Roofing and
Components thereof.
These Restated Consolidated Financial Statements comprise the Company and its subsidiaries (referred to
collectively as the ‘Group’).
The Group’s Restated Consolidated Financial Statements for the year ended March 31, 2025, March 31, 2024 and
March 31, 2023 were approved by Board of Directors and authorized for issue as on July 14, 2025.
Note 2. Basis of preparation and presentation of restated consolidated financial statements and Significant
Accounting Policies
1. Basis of preparation and presentation of restated consolidated financial statements
This note provides a list of the significant accounting policies adopted in the preparation of these restated
consolidated financial statements. These policies have been consistently applied to all the years presented, unless
otherwise stated.
i) Compliance with IndAS
The Group’s restated consolidated financial statements have been prepared in accordance with the provisions of
the Companies Act, 2013 and the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian
Accounting Standards) Rules, 2015 and amendments thereto issued by Ministry of Corporate Affairs under section
133 of the Companies Act, 2013. In addition, the guidance notes/announcements issued by the Institute of
Chartered Accountants of India (ICAI) are also applied except where compliance with other statutory regulations
require a different treatment.
These Restated Consolidated Financial Statements have been prepared by the Management as required under 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 11 September 2018,
in pursuance of the Securities and Exchange Board of India Act, 1992 ("ICDR Regulations") for the purpose of
inclusion in the Red Herring Prospectus (‘RHP’) and Prospectus in connection with its proposed initial public
offering of equity shares of face value of Rs. 10 each of the Company comprising a fresh issue of equity shares
and an offer for sale of equity shares held by the selling shareholders (the “Offer”), prepared by the Company 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; and
(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of
Chartered Accountants of India (ICAI) (the “Guidance Note”).
ii) The Restated Consolidated Financial Statements of the Company comprise of the Restated Consolidated
Statement of Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, Restated
Consolidated Statement of Profit and Loss (including Other Comprehensive Income), Restated Consolidated
Statement of Cash Flow and Restated Consolidated Statement of Changes in Equity for the year ended March 31,
2025, March 31, 2024 and March 31, 2023, the statement of Significant Accounting Policies and Notes to Restated
Consolidated Financial Statements (collectively, the ‘Restated Consolidated Financial Statements’ or
‘Statements’).
308M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
iii) The Restated Consolidated Financial Statements have been compiled from:
The Group’s Audited consolidated financial statements as at and for the year ended March 31, 2025 and
March 31, 2024 prepared in accordance with the Indian Accounting Standards ('Ind AS') notified under
Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules,
2015 as amended, to the extent applicable, and the presentation requirements of the Companies Act, 2013
which have been approved by the Board of Directors at their meeting held on July 14, 2025 and June 06,
2024 respectively.
Audited Special Purpose Consolidated Financial Statements of the Company as at and for the year ended
March 31, 2023 prepared in accordance with the Indian Accounting Standards ('Ind AS') notified under
Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules,
2015 as amended, to the extent applicable, and the presentation requirements of the Companies Act, 2013
which have been approved by the Board of Directors at their meeting held on June 06, 2024.
The consolidated financial statement for the period ended March 31, 2024 is the first set of Financial
Statements prepared in accordance with the requirements of IND AS 101 - First time adoption of Indian
Accounting Standards. Accordingly, the transition date to IND AS is 01 April 2022. Upto the Financial
year ended March 31, 2023, the Company prepared its consolidated financial statements in accordance
with accounting standards notified under the Section 133 of the Act, read together with paragraph 7 of
the Companies (Accounts) Rules, 2014 (“Indian GAAP” or “Previous GAAP”) due to which the Special
purpose Ind AS consolidated financial statements were prepared for the purpose of Initial Public Offer
(IPO).
The Special purpose Ind AS consolidated Financial Statements as at and for the year ended 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 (01 April 2021) and as per the presentation, accounting policies and grouping/classifications
including revised Schedule III of the Companies Act, 2013 disclosures followed as at and for the year
ended March 31, 2024.
iv) In pursuance to ICDR Regulations, the Company is required to provide Financial Statements (FS) prepared in
accordance with Indian Accounting Standard (Ind AS) for all the three years and the stub period (if applicable)
audited and certified by the statutory auditor(s) who holds a valid certificate by the Peer Review Board of the
Institute of Chartered Accountants of India (ICAI). To comply with such requirements, the company has prepared
special purpose Ind AS financial statements for the financial years ending March 31, 2023. The special purpose
Ind AS financial statements with required restatement have been included in the restated consolidated financial
statements prepared for the purpose of filing the RHP and Prospectus.
v) The Restated consolidated Financial Statements have been prepared to contain information/disclosures and
incorporating adjustments set out below in accordance with the ICDR Regulations:-
(i) Adjustments to the profits or losses of the earlier periods for the changes in accounting policies to reflect what
the profits or losses of those periods would have been if a uniform accounting policy was followed in each of
these periods and of material errors, wherever required;
(ii) Adjustments for reclassification/regroupings of the corresponding items of income, expenses, assets and
liabilities retrospectively in the years ended March 31, 2024 and March 31, 2023, in order to bring them in line
with the groupings as per the Restated Consolidated Financial Statements of the Company for the year ended
March 31, 2025 and the requirements of the SEBI Regulations, wherever required; and
(iii) The resultant impact of tax due to the aforesaid adjustments, wherever required.
vi) The Restated consolidated Financial Statements are presented in Indian Rupees ('INR') which is holding
company’s functional currency, and all values are rounded to nearest Million (INR '000,000) upto two decimal
places, except when otherwise indicated.
vii) The Restated Consolidated Financial Statements have been prepared on the historical cost basis except for
certain financial instruments that are measured at fair values at the end of each reporting period, as explained in
the accounting policies below. Historical cost is generally based on the fair value of the consideration given in
exchange for goods and services.
309M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, regardless of whether that price is directly observable or
estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes
into account the characteristics of the asset or liability, if market participants would take those characteristics into
account when pricing the asset or liability at the measurement date. Fair value for measurement and / or disclosure
purposes in these financial statements is determined on such a basis, except for leasing transactions that are within
the scope of Ind AS 116, and measurements that have some similarities to fair value but are not fair value, such
as net realizable value in Ind AS 2 or value in use in Ind AS 36.
In addition, for financial reporting purposes, 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 (unadjusted) in active markets for identical assets or liabilities that the entity
can access at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included within 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.
viii) Basis of measurement
The restated consolidated financial statements have been prepared on the historical cost basis except for the
following items:
Items Measurement basis
Investments in certain equity shares of entities other than
Fair value
subsidiaries and associates
Fair value of plan assets less present value of defined
Net defined benefit (asset)/ liability
benefit obligations
ix) Basis of consolidation
Subsidiaries are entities controlled by the Group. The Group 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. The financial statements of subsidiaries are included in the restated consolidated financial
statements from the date on which control commences until the date on which control ceases.
The following subsidiary companies have been considered in the preparation of the Restated Consolidated
Financial Statements:
Country of Ownership % of Holding & voting power as at
Name of Entity
Incorporation held by
31-Mar-25 31-Mar-24 31-Mar-23
Phenix Building M & B
Solutions Private India Engineering 100% 100% -
Limited* Limited
M & B
Modtech Machines
India Engineering - - 51%
Private Limited*
Limited
M & B
Phenix Construction
USA Engineering 100% 100% 100%
Technologies INC
Limited
*Phenix Building Solutions Private Limited was acquired as subsidiary on March 07, 2024. Modtech Machines
Private Limited ceased to exist as a subsidiary on May 23, 2023.
x) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group
transactions, are eliminated. Unrealized gains arising from transactions with equity accounted investees are
310M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
eliminated against the investment to the extent of the Group’s interest in the investee. Unrealized losses are
eliminated in the same way as unrealized gains, but only to the extent that there is no evidence of impairment.
2. Significant Material Accounting Policies
A. Use of Estimates
The preparation of financial statements is in conformity with the recognition and measurement principles of Ind
AS which requires management to make critical judgments, estimates and assumptions that affect the reporting
of assets, liabilities, income and expenditure. Estimates and underlying assumptions are reviewed on an ongoing
basis and any revisions to the estimates are recognized in the period in which the estimates are revised and future
periods are affected.
Key source of estimation of uncertainty at the date of financial statements, which may cause material adjustment
to the carrying amount of assets and liabilities within the next financial year, is in respect of:
1) Useful lives and residual value of property, plant and equipment: Property, plant and equipment / intangible
assets are depreciated / amortized over their estimated useful lives, after taking into account estimated residual
value. Management reviews the estimated useful lives and residual values of the assets annually in order to
determine the amount of depreciation / amortization to be recorded during any reporting period. The useful lives
and residual values are based on the Group’s historical experience with similar assets and take into account
anticipated technological changes. The depreciation / amortization for future periods is revised if there are
significant changes from previous estimates.
2) Impairment of financial assets: The impairment provisions for financial assets are based on assumptions
about risk of default and expected cash loss. The Group uses judgement in making these assumptions and selecting
the inputs to the impairment calculation, based on Group’s past history, existing market conditions as well as
forward looking estimates at the end of each reporting period.
3) Impairment of non-financial assets: Impairment exists when the carrying value of an asset or cash generating
unit exceeds its recoverable amount. The recoverable amount of an asset, is the higher of, its fair value less costs
of disposal and its value in use. The fair value less costs of disposal calculation is based on available data for
similar assets or observable market prices less incremental costs for disposing of the asset. The value in use
calculation is based on a Discounted Cash Flow (DCF) model. The cash flows are derived from the budget for the
next five years and do not include restructuring activities that the Group is not yet committed to or significant
future investments that will enhance the asset’s performance being tested. The recoverable amount is sensitive to
the discount rate used for the DCF model as well as the expected future cash-inflows and the growth rate used for
extrapolation purposes.
4) Employee benefits: The cost of the defined benefit and long-term employee benefit plans and the present value
of the related obligations 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, a
defined benefit and long-term employee benefit obligations are highly sensitive to changes in these assumptions.
All assumptions are reviewed at each reporting period. There were qualifications in Audit Report of subsidiary
Modtech Machines Pvt Ltd, which has ceased to be subsidiary of the company since May 23, 2023, in the
Financial year ended on March 31, 2023 which required adjustments in the Restated Consolidated Financial
Statements which is accounting policy of providing for Long term employee benefits as per the Indian Accounting
Standard 19, the company has made adjustments of providing long term employee benefits expense on accrual
basis in the Restated consolidated Financial Statements. As the said subsidiary is no longer a subsidiary of the
Company, said adjustment does not have any impact on the Company’s Profitability or Statement of financial
statements.
5) Expense Provisions & contingent liabilities: The assessments undertaken in recognizing provisions and
contingencies have been made in accordance with the applicable Ind AS. Provisions are recognized only when:
(i) the Group has a present obligation (legal or constructive) as a result of a past event; and (ii) it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligation; and (iii) a reliable
estimate can be made of the amount of the obligation. Where the effect of time value of money is material,
provisions are determined by discounting the expected future cash flows. Contingent liability is disclosed in case
of: (i) a present obligation arising from past events, when it is not probable that an outflow of resources will be
311M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
required to settle the obligation; and (ii) a present obligation arising from past events, when no reliable estimate
is possible.
6) Valuation of deferred tax: Deferred tax is recognized on temporary differences between the carrying amounts
of assets and liabilities in the Group’s financial statements and the corresponding tax bases used in computation
of taxable profit and quantified using the tax rates as per laws enacted or substantively enacted as on the Balance
Sheet date.
Deferred tax assets are generally recognized for all taxable temporary differences to the extent that is probable
that taxable profits will be available against which those deductible temporary differences can be utilized. The
carrying amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent
that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be
recovered. Transaction or event which is recognized outside profit or loss, either in other comprehensive income
or in equity, is recorded along with the tax as applicable.
B. Property Plant and Equipment and Intangible Assets
Tangible Assets: Property, Plant and Equipment are stated at cost less accumulated depreciation and accumulated
impairment losses, if any. Cost includes all expenses related to the acquisition and installation of Property, Plant
and Equipment which comprises its purchase price net of any trade discounts and rebates, any import duties and
other taxes (other than those subsequently recoverable from the tax authorities), any directly attributable
expenditure on making the asset ready for its intended use and other incidental expenses.
Capital Work in Progress: Properties in the course of construction for production, supply or administrative
purposes are carried at cost, less any recognized impairment loss. Cost comprises direct cost, related incidental
expenses, pre-operative expenses, project expenses and for qualifying assets, borrowing costs capitalized in
accordance with the Group’s accounting policy.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an
item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying
amount of the asset and is recognized in Statement of Profit and Loss.
Intangible Assets: Intangible assets with finite useful lives that are acquired separately are carried at cost less
accumulated amortization and accumulated impairment losses. The estimated useful life and amortization method
are reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for
on a prospective basis.
C. Depreciation and amortization useful life of Property, Plant & Equipment and Intangible Assets
(i) For Holding Company
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated residual
value. In respect of Tangible assets acquired during the year depreciation/amortization is charged on a written
down value basis for “Proflex Systems” division & on straight line basis for “Phenix Construction Technologies”
and “Phenix Infra”, so as to write off the cost of the assets over the useful lives as prescribed in Schedule II of the
Companies Act, 2013. Depreciation on additions / disposals of the assets during the current reporting year is
provided on pro-rata basis according to the period during which the assets are put to use. Where the actual cost of
purchase of an asset is below INR 5,000/-, the depreciation is provided @ 100 %. Technical Knowhow is to be
amortized over the period of 5 years as estimated by the management.
Lease hold land is amortized over the period of lease from the date of commercial production from plant over that
lease hold land.
(ii) For Indian Subsidiary Company
Depreciation is provided on straight line method based on the estimated useful life of the assets as specified under
Schedule Il of the-Companies Act, 2013. Pro-rata depreciation is charged on additions & deletions during the year.
Where the actual cost of purchase of an asset is below INR 5,000/-, the depreciation is provided @ 100 %.
(ii) For Foreign Subsidiary Company
Depreciation is provided as per the Income Tax Rules of the foreign country in which such subsidiary is
incorporated.
312M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
D. Impairment of Assets
The Group, at each balance sheet date, assesses whether there is any indication of impairment of any asset and /
or cash generating unit. If such indication exists, assets are impaired by comparing carrying amount of each asset
and / or cash generating unit to the recoverable amount being higher of the net selling price or value in use. Value
in use is determined from the present value of the estimated future cash flows from the continuing use of the
assets.
E. Foreign Exchange Transactions and Translation
Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. The net
gain or loss on account of exchange differences arising on settlement of foreign currency transactions are
recognized as income or expense of the period in which they arise. Monetary assets and liabilities denominated in
foreign currency as at the balance sheet date are translated at the closing rate. The resultant exchange rate
differences are recognized in the statement of profit and loss. Non-monetary assets and liabilities are carried at
the rates prevailing on the date of transaction.
F. Inventory
Materials & Bought outs, Stock in Trade, Stores and Packing materials, Work in Progress and Finished Goods are
valued at lower of cost (Weighted average basis) or net realizable value. Cost includes all direct costs and
applicable overheads to bring the goods to the present location and condition net of input tax credit receivable,
where ever applicable.
G. Financial Instruments
i. Financial Assets
A. Initial recognition and measurement:
All Financial Assets are initially recognized at fair value. Transaction costs that are directly attributable to the
acquisition or issue of Financial Assets, which are not at Fair Value Through Profit or Loss, are adjusted to the
fair value on initial recognition. Purchase and sale of Financial Assets are recognized using trade date accounting.
However, trade receivables that do not contain a significant financing component are measured at transaction
price.
B. Subsequent Measurement
a) Financial Assets measured at Amortized Cost (AC): A Financial Asset is measured at Amortized Cost if it is
held within a business model whose objective is to hold the asset in order to collect contractual cash flows and
the contractual terms of the Financial Asset give rise to cash flows on specified dates that represent solely
payments of principal and interest on the principal amount outstanding.
b) Financial Assets measured at Fair Value Through Other Comprehensive Income (FVTOCI): A Financial
Asset is measured at FVTOCI if it is held within a business model whose objective is achieved by both collecting
contractual cash flows and selling Financial Assets and the contractual terms of the Financial Asset give rise on
specified dates to cash flows that represents solely payments of principal and interest on the principal amount
outstanding.
c) Financial Assets measured at Fair Value Through Profit or Loss (FVTPL): A Financial Asset which is not
classified in any of the above categories are measured at FVTPL. Financial assets are reclassified subsequent to
their recognition, if the Group changes its business model for managing those financial assets. Changes in business
model are made and applied prospectively from the reclassification date following the changes in business model
in accordance with principles laid down under Ind AS 109 – Financial Instruments.
d) Other Equity Investments: All other equity investments are measured at fair value, with value changes
recognized in Statement of Profit and Loss, except for those equity investments for which the Group has elected
to present the value changes in ‘Other Comprehensive Income’. However, dividend on such equity investments is
recognized in Statement of Profit and loss when the Group’s right to receive payment is established.
313M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
C. Impairment of financial assets
At each balance sheet date, the Group assesses whether a financial asset is to be impaired. Ind AS 109 requires
expected credit losses to be measured through loss allowance. The Group measures the loss allowance for financial
assets at an amount equal to lifetime expected credit losses if the credit risk on that financial asset has increased
significantly since initial recognition. If the credit risk on a financial asset has not increased significantly since
initial recognition, the Group measures the loss allowance for financial assets at an amount equal to 12-month
expected credit losses. The Group uses both forward-looking and historical information to determine whether a
significant increase in credit risk has occurred.
ii. Financial Liabilities
A. Initial Recognition and Measurement: All Financial Liabilities are recognized at fair value and in case of
borrowings, net of directly attributable cost. Fees of recurring nature are directly recognized in the Statement of
Profit and Loss as finance cost.
B. Subsequent Measurement: Financial Liabilities are carried at amortized cost using the effective interest
method. For trade and other payables maturing within one year from the balance sheet date, the carrying amounts
approximate fair value due to the short maturity of these instruments.
De-recognition of financial assets and liabilities
The Group derecognizes a financial asset when the contractual right to the cash flows from the asset expires or it
transfers the rights to receive the contractual cash flows on the financial asset in a transaction which substantially
all the risk and rewards of ownership of the financial asset are transferred. The Group derecognizes a financial
liability when its contractual obligations are discharged, cancelled or expired; the difference between the carrying
amount of derecognized financial liability and the consideration paid is recognized as profit or loss.
Offsetting of Financial Instruments
Financial assets and financial liabilities are offset, and the net amount is reported in financial statements if there
is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle on a net
basis, to realize the assets and settle the liabilities simultaneously.
Cash & Cash Equivalents
Cash and cash equivalents comprise of cash on hand, cash at banks, short-term deposits and short-term highly
liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant
risk of changes in value.
Trade Payables
Trade payables are amounts due to vendors for purchase of goods or services acquired in the ordinary course of
business and are classified as current liabilities to the extent it is expected to be paid within the normal operating
cycle of the business.
Other financial assets and liabilities
Other non-derivative financial instruments are initially recognized at fair value and subsequently measured at
amortized costs using the effective interest method.
H. Revenue Recognition
The Group recognizes revenue when control over the promised goods or services is transferred to the customer at
an amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods
or services. Revenue is measured based on the transaction price which is consideration adjusted for discounts,
rebates, or other similar items, if any, specified in the contracts with the customers. Revenue excludes any amount
collected as taxes on behalf of statutory authorities. The Group recognizes revenue, normally, at the point in time
when the goods are delivered to customer or when it is delivered to a carrier for export sale, which is when the
control over product is transferred to the customer.
All other incomes are accounted on accrual basis except insurance claim and dividend income, which is account
for on receipt basis.
314M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
Export Incentives under various schemes are accounted in the year of realization of benefits.
I. Employee Benefits
Short-term and other long-term employee benefits:
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services
rendered by employees are recognized as an expense during the period when the employees render the services.
Post-Employment Benefits
Defined contribution plans:
The Group’s contribution to provident fund considered as defined contribution plans and are charged as an expense
based on the amount of contribution required to be made and when services are rendered by the employees.
Defined benefit plan:
For defined benefit plan in the form of gratuity fund, the cost of providing benefits is determined using the
projected unit credit method, with actuarial valuations being carried out at the end of each annual reporting period.
Remeasurement, 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 recognized in other comprehensive income in the period in which they occur.
J. Leases
As a lessee, the Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The
right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted
for any lease payments made at or before the commencement date, plus any initial direct costs incurred less any
lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to
the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-
of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the
lease liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the
commencement date. The lease payments are discounted using the interest rate implicit in the lease, if that rate
can be readily determined. If that rate cannot be readily determined, the Group uses incremental borrowing rate.
Short-term leases and leases of low-value assets:
For short-term and low value leases, the Group recognizes the lease payments as an operating expense on a
straight-line basis over the lease term.
K. Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Group has a present obligation as a result of past events and it is probable that
an outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be
made. If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate
that reflects, when appropriate These are reviewed at each balance sheet date and adjusted to reflect the current
best estimates.
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 is not recognized but its existence is disclosed in the financial
statements.
L. Taxation
The tax expenses for the period comprises of current tax and deferred income tax. Tax is recognized in Statement
of Profit and Loss, except to the extent that it relates to items recognized in the Other Comprehensive Income. In
which case, the tax is also recognized in Other Comprehensive Income.
315M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the Income
Tax authorities, based on tax rates and laws that are enacted at the Balance sheet date.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the
Financial Statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax assets
are recognized to the extent it is probable that taxable profit will be available against which the deductible
temporary differences, and the carry forward of unused tax losses can be utilized. Deferred tax liabilities and
assets are measured at the tax rates that are expected to apply in the period in which the liability is settled or the
asset realized, based on tax rates (and tax laws) that have been enacted or substantively enacted by the end of the
reporting period. The carrying amount of Deferred tax liabilities and assets are reviewed at the end of each
reporting period. The Group offsets deferred tax assets and deferred tax liabilities if it has a legally enforceable
right and these relate to taxes on income levied by the same governing taxation laws.
M. Borrowing Costs
Borrowing costs are recognized as an expense in the period in which they are incurred except the borrowing cost
attributable to acquisition / construction of qualifying assets are capitalized as a part of the cost of such assets up
to the date when such asset is installed and put to use. A qualifying asset is one that necessarily takes substantial
period of time to get ready for its intended use.
N. Segment Reporting
The Group deals in only 1 segment of Pre-Engineered Buildings, Structure Steels, Steel Roofing and Components
thereof and hence requirement of Indian Accounting Standard 108 “Operating Segments” issued by ICAI are not
applicable.
O. Earnings Per Share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders (after deducting attributable taxes, if any) by the weighted average number of equity shares
outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period as adjusted for the effects
of all dilutive potential securities.
P. Operating Cycle
All assets and liabilities have been classified as current or non-current as per the Group’s normal operating cycle
and other criteria set out in Schedule III to the Companies Act, 2013. Based on the nature of product and the time
between acquisition of assets for processing and their realization in cash and cash equivalents, the company has
ascertained its operating cycle as 12 months for the purpose of current/non-current classification of assets and
liabilities.
316M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
3 Property, plant and equipment
Plant & Electrical Furniture & Office Capital work in
Particulars Land Leasehold Land Factory Building Computer Vehicles Motor Buses Total
Equipment Installation Fixtures Equipments Progress
Deemed cost (gross carrying
amount)
Balance As at 1 April 2022 3 1.44 - 4 13.26 8 96.47 4 5.25 3 8.10 5 0.55 2 6.08 1 20.53 21.90 1,643.58 18.07
Additions 2 .83 1 19.68 1 .77 3 0.05 0 .35 0 .62 2 .34 1 .96 1 9.97 - 179.57 0.50
Disposal/Adjustment - - - - - - - - 8 .64 1 .01 9 .65 -
Balance As at 31 March 2023 3 4.27 1 19.68 4 15.03 9 26.52 4 5.60 3 8.72 5 2.89 2 8.04 1 31.86 20.89 1,813.50 18.57
Additions - 4 .36 - 3 9.55 1 7.48 0 .18 4 .77 7 .47 5 2.23 - 126.04 654.50
Disposal/Adjustment 2 .87 - 5 0.54 1 4.99 2 .06 8 .24 8 .07 3 .44 2 4.57 - 114.78 10.81
Balance As at 31 March 2024 3 1.40 1 24.04 3 64.49 9 51.08 6 1.02 3 0.66 4 9.59 3 2.07 1 59.52 20.89 1,824.76 662.26
Additions - 0 .01 4 91.61 4 68.37 4 6.96 1 6.76 5 .05 1 0.05 8 .51 - 1,047.32 192.28
Disposal/Adjustment - - - 1 .54 0 .21 4 .62 1 .10 0 .17 3 .47 0.55 11.66 832.78
Balance As at 31 March 2025 3 1.40 1 24.05 8 56.10 1 ,417.91 1 07.77 4 2.80 5 3.54 4 1.95 1 64.56 20.34 2,860.42 21.76
Plant & Electrical Furniture & Office Capital work in
Particulars Land Leasehold Land Factory Building Computer Vehicles Motor Buses Total
Equipment Installation Fixtures Equipments Progress
Accumulated depreciation
Balance as at 1 April 2022 - - 1 43.32 6 39.73 3 8.06 2 7.58 4 4.62 1 9.32 7 5.37 6.30 994.30 -
Charge for the year - - 1 4.51 4 8.15 1 .15 2 .07 3 .01 2 .86 9 .35 2 .62 8 3.72 -
Disposal/Adjustment - - - - - - - - 6 .85 0 .96 7 .81 -
Balance As at 31 March 2023 - - 1 57.83 6 87.88 3 9.21 2 9.65 4 7.63 2 2.18 7 7.87 7.96 1,070.21 -
Charge for the year - - 1 1.89 3 8.14 1 .78 1 .24 2 .69 4 .00 1 1.13 2 .55 7 3.42 -
Disposal/Adjustment - - 2 1.68 1 2.97 1 .64 6 .25 6 .95 3 .12 2 1.59 - 7 4.20 -
Balance As at 31 March 2024 - - 1 48.04 7 13.05 3 9.35 2 4.64 4 3.37 2 3.06 6 7.41 10.51 1,069.43 -
Charge for the year - 1 .04 2 4.44 5 7.55 6 .24 2 .04 2 .78 3 .01 1 3.43 2 .45 1 12.98 -
Disposal/Adjustment - - - 0 .63 0 .12 3 .85 0 .92 0 .07 2 .29 0 .36 8 .24 -
Balance As at 31 March 2025 - 1 .04 1 72.48 7 69.97 4 5.47 2 2.83 4 5.23 2 6.00 7 8.55 12.60 1,174.17 -
Plant & Electrical Furniture & Office Capital work in
Particulars Land Leasehold Land Factory Building Computer Vehicles Motor Buses Total
Equipment Installation Fixtures Equipments Progress
Net Block
Balance as at 31 March 2023 3 4.27 1 19.68 2 57.20 2 38.64 6 .39 9 .07 5 .26 5 .86 5 3.99 12.93 743.29 18.57
Balance as at 31 March 2024 3 1.40 1 24.04 2 16.45 2 38.03 2 1.67 6 .02 6 .22 9 .01 9 2.11 10.38 755.33 662.26
Balance as at 31 March 2025 3 1.40 1 23.01 6 83.62 6 47.94 6 2.30 1 9.97 8 .31 1 5.95 8 6.01 7.74 1,686.25 21.76
317M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
Notes:
i) On transition to Ind AS (i.e. 01 April 2021), the Group has elected to continue with the carrying value of all property, plant and equipment measured as per previous GAAP and use that carrying value as the deemed cost of property, plant and equipment.
ii) No Immovable Property is held by the Company Jointly with others as on the Balance Sheet date.
iii) There are no projects under CWIP which are overdue or which have exceeded its planned cost.
iv) Capital work in progress (CWIP) Ageing Schedule
As at 31 March 2025 Amount in CWIP for a period of
Less than 1 year 1-2 years 2-3 years More than 3 years Total
INR Millions INR Millions INR Millions INR Millions INR Millions
Projects in progress 14.15 0.06 0.29 7.26 2 1.76
Total 14.15 0.06 0.29 7.26 21.76
As at 31 March 2024 Amount in CWIP for a period of
Less than 1 year 1-2 years 2-3 years More than 3 years Total
INR Millions INR Millions INR Millions INR Millions INR Millions
Projects in progress 654.50 0.50 2.24 5.02 6 62.26
Total 654.50 0.50 2.24 5.02 662.26
As at 31 March 2023 Amount in CWIP for a period of
Less than 1 year 1-2 years 2-3 years More than 3 years Total
INR Millions INR Millions INR Millions INR Millions INR Millions
Projects in progress 0.50 2.24 14.08 1.75 1 8.57
Total 0.50 2.24 14.08 1.75 18.57
318M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
3 (A) Intangible assets
Particulars Computer Technical
Goodwill Total
Softwares Know How
Gross Block
As at 01 April 2022 95.25 9.88 32.44 137.57
Additions 1.89 - - 1.89
Disposal - - - -
As at 31 March 2023 97.14 9.88 32.44 139.46
Additions 0.17 0.08 - 0.25
Disposal - 9.88 15.59 25.47
As at 31 March 2024 97.31 0.08 16.85 114.24
Additions 16.39 - - 16.39
Disposal - - - -
As at 31 March 2025 113.70 0.08 16.85 130.63
Particulars Computer Technical
Goodwill Total
Softwares Know How
As at 01 April 2022 70.70 - 22.96 93.66
Charge for the year (refer note 21) 9.13 - 3.51 12.64
Disposal - - - -
As at 31 March 2023 79.83 - 26.46 106.29
Charge for the year (refer note 21) 8.02 - 0.74 8.76
Disposal - - 12.18 12.18
As at 31 March 2024 87.85 - 15.02 102.87
Charge for the year (refer note 21) 3.37 - 0.50 3.87
Disposal - - - -
As at 31 March 2025 91.22 - 15.52 106.74
Particulars Computer Technical
Goodwill Total
Softwares Know How
Net Block:
As at 31 March 2023 17.31 9.88 5.98 33.17
As at 31 March 2024 9.46 0.08 1.83 11.37
As at 31 March 2025 22.48 0.08 1.33 23.89
319M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
4 Right of use Assets
Gross Carrying Accumulated Net Carrying
Particulars
Amount Amortization Amount
As at 01 April 2022 20.89 5.55 15.34
Additions 3.29 6.65 -
Disposal - - -
As at 31 March 2023 24.18 12.20 11.98
Additions - 6.62 -
Disposal - - -
As at 31 March 2024 24.18 18.82 5.36
Additions 48.42 8.33 -
Disposal - - -
As at 31 March 2025 72.60 27.15 45.45
320M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
5 Financial assets
(A) Investments
Non Current
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Investments in Equity Instruments
Quoted
At Fair value through Profit and loss
-SBI Card and Payment Services Limited - - 9.05
NIL [As at 31.03.2024:NIL, 31.03.2023 & 31.03.2022: 12,237]
Equity Share of Face Value of Rs 10/- each
-Bajaj Finserv Limited - - 12.67
NIL [As at 31.03.2024:NIL, 31.03.2023 & 31.03.2022: 1,000]
Equity Share of Face Value of Rs 5/- each
-ICICI Bank Limited 2 5.08 2 0.34 16.32
18600 [As at 31.03.2024, 31.03.2023 & 31.03.2022: 18,600]
Equity Share of Face Value of Rs 2/- each
-Reliance Industries Limited 0.94 1.10 0.86
738 right shares fully paid up [As at 31.03.2024, 31.03.2023 &
31.03.2022 : 369] Equity Share of Face Value of Rs 10/- each
-Tata Steel Limited - 9.66 6.48
NIL [As at 31.03.2024, 31.03.2023 & 31.03.2022: 6,200]
Equity Shares of Face Value of Rs 1/- each
-Titan Company Limited 1.59 1.98 1.31
520 [As at 31.03.2024, 31.03.2023 & 31.03.2022: 520] Equity
Shares of Face Value of Rs 1 /- each
-Tata Consultancy Services Limited 1.08 1.16 0.96
300 [As at 31.03.2024, 31.03.2023 & 31.03.2022: 300] Equity
Shares of Face Value of Rs 1 /- each
-Adani Ports And Special Economic Zone Limited 2.37 2.68 1.26
2000 [As at 31.03.2024, 31.03.2023 & 31.03.2022: 2000] Equity
Shares of Face Value of Rs 2/- each
-Infosys Limited 1.26 1.20 1.14
800 [As at 31.03.2024, 31.03.2023 & 31.03.2022: 800] Equity
Shares of Face Value of Rs 5 /- each
-HDFC Bank Limited 1.28 1.01 1.12
700 [As at 31.03.2024, 31.03.2023 & 31.03.2022: 700] Equity
Shares of Face Value of Rs 1 /- each
-Samvardhana Shares 9.64 1 1.71 -
73,600 [As at 31.03.2024: 1,00,000 ; 31.03.2023 & 31.03.2022:
NIL] Equity Share of Face Value of Rs 1 /- each
-Jio Financial Services 0.08 0.13 -
369 [As at 31.03.2024, 31.03.2023 & 31.03.2022: NIL] Equity
Share of Face Value of Rs 10/- each
-Bharat Bijlee Ltd. 2.02 6.74 -
700 [As at 31.03.2024: 1,050; 31.03.2023 & 31.03.2022: NIL]
Equity Share of Face Value of Rs 10/- each
-Cyient Ltd Shares - 5.39 -
NIL [As at 31.03.2024: 2,700; 31.03.2023 & 31.03.2022: NIL]
Equity Share of Face Value of Rs 5/- each
-Ingersoll Rand India 5.72 5.89 -
1,600 [As at 31.03.2024, 31.03.2023 & 31.03.2022: NIL] Equity
Share of Face Value of Rs 10/- each
Total Investment 51.06 68.99 51.17
Disclosure of Aggregate and Market Value of Investments:
Aggregate amount of quoted Investments 51.06 68.99 51.17
Aggregate Market Value of Investments 51.06 68.99 51.17
321M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
5 Financial assets
(B) Trade receivables
Current
Particulars As at As at As at
31 March 31 March 31 March 2023
2025 2024
Overdue for More Than Six Months 4 64.83 4 42.71 175.87
Other 1 ,458.74 9 46.89 1,016.28
Total trade receivables 1,923.57 1,389.60 1,192.15
Trade receivables Ageing Schedule
As at 31 March 2025
Particulars Outstanding for following periods from due date of payment Total
Less than 6 6 months - 1 More than 3
1-2 years 2-3 years
Months year years
Undisputed
- Considered good 1,458.74 177.52 185.68 48.59 (3.59) 1,866.94
- Significant increase in credit risk - - - - - -
- Credit impaired - - - - - -
Disputed
- Considered good - - - 7 .22 49.41 56.63
- Significant increase in credit risk - - - - - -
- Credit impaired - - - - - -
Total Trade Receivables 1,458.74 177.52 185.68 5 5.81 4 5.82 1,923.57
As at 31 March 2024
Particulars Outstanding for following periods from due date of payment Total
Less than 6 6 months - 1 More than 3
1-2 years 2-3 years
Months year years
Undisputed
- Considered good 946.89 182.43 152.50 29.12 22.42 1,333.36
- Significant increase in credit risk - - - - - -
- Credit impaired - - - - - -
Disputed
- Considered good - - - - 56.24 56.24
- Significant increase in credit risk - - - - - -
- Credit impaired - - - - - -
Total Trade Receivables 946.89 182.43 152.50 2 9.12 7 8.66 1,389.60
As at 31 March 2023
Particulars Outstanding for following periods from due date of payment Total
Less than 6 6 months - 1 More than 3
1-2 years 2-3 years
Months year years
Undisputed
- Considered good 1,016.28 9 3.64 2 5.59 3 .38 3 1.51 1,170.40
- Significant increase in credit risk - - - - - -
- Credit impaired - - - - - -
Disputed
- Considered good - - - - 21.75 21.75
- Significant increase in credit risk - - - - - -
- Credit impaired - - - - - -
Total Trade Receivables 1,016.28 9 3.64 2 5.59 3 .38 5 3.26 1,192.15
322M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
5 Financial assets
(C) Cash and bank balances
Current
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Cash and Cash Equivalents :
-Balances with banks in Current Accounts 3 1.51 2 33.16 259.90
-Cash on hand 2 .09 1 .49 1.99
Other Bank Balances :
-Balances with Banks in Fixed Deposits 2 62.75 4 49.26 720.10
-In Liquid Funds - 5 0.50 -
Total cash and bank balances 296.35 734.41 981.99
(D) Other bank balances other than above
Current
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Margin Money Deposit & Other Deposits under Lien 551.80 257.91 274.09
Total other bank balances 551.80 257.91 274.09
(E) Loans
Non - Current
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Inter Corporate Deposit 3.00 3.00 3.00
Total loans 3.00 3.00 3.00
Current
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Loans and Advances to Employees 2.63 4.56 2.78
Total loans 2.63 4.56 2.78
(F) Other financial assets
Unsecured considered good unless otherwise stated
Non - Current
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Trade and Security Deposits 46.61 35.20 44.48
Total other financial assets 46.61 35.20 44.48
Current
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Interest Receivable 4.63 2.37 3.15
Total other financial assets 4.63 2.37 3.15
323M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
6 Other assets
Current
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Unsecured considered good unless otherwise stated
Advances to Suppliers 77.09 141.43 88.09
Balance with Government Authorities 408.56 248.49 342.92
Advances to Employees 20.82 6.14 15.02
Prepaid Expenses 42.02 42.09 35.69
Others 0.02 0.02 -
Unamortised share issue expenses* 62.87 4.56 -
Total other assets 611.38 442.73 481.72
*DuringtheYearended31stMarch2025and 31stMarch2024,theCompanyincurredexpensesinconnectionwiththeproposed
InitialPublicOffer(IPO)ofequitysharesoftheCompanybywayoffreshissueandanofferforsalebytheexistingshareholders.
In relation to the IPO expenses incurred till date, except for listing fees which shall be solely borne by the Company, all other
expenseswillbesharedbetweentheCompanyandtheSellingShareholders onapro-ratabasis,inproportion totheequityshares
issued and allotted by the Company in the fresh issue and the offered shares sold by the selling shareholders in the offer for sale.
7 Inventories
(Valued at lower of cost and net realizable value)
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Materials & Bought Outs 2,807.04 1,584.43 1,412.79
Work in Progress 100.38 63.18 104.36
Finished Goods 126.21 164.65 97.52
Stock in Trade - 29.06 11.36
Stores & Packing Materials 190.13 116.70 120.30
Total inventories 3,223.76 1,958.02 1,746.33
324M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
8 Equity share capital
(A) Authorised share capital: Equity shares Preference shares
Number of shares Amount in Number of Amount in
INR Millions shares INR Millions
As at 1 April 2022 3,00,00,000 3 00.00 - -
Increase/ (decrease) during the year - - - -
As at 31 March 2023 3,00,00,000 3 00.00 - -
Increase/ (decrease) during the year 4,50,00,000 4 50.00 - -
As at 31 March 2024 7,50,00,000 7 50.00 - -
Increase/ (decrease) during the year* - - 5 0,00,000 5 0.00
As at 31 March 2025 7,50,00,000 750.00 50,00,000 50.00
*The company has increased the authorised share capital from Rs. 750.00 Millions to Rs. 800.00 Millions divided into 7,50,00,000 Equity Shares of INR 10 each and 50,00,000 Preference
shares of INR 10 each by means of ordinary resolution dated June 06,2024
(B) i) Terms and rights attached to equity shares
The company has issued only one class of shares referred to as equity shares having a par value of INR 10/-. Each holder of equity shares is entitled to one vote per shares.
In the event of liquidation of the Company, the holders of the equity shares will be entitled to receive the remaining assets of the company, after distribution of all preferential amounts.
However, no such preferential amount exist currently. The distribution will be in proportion to the number of equity shares held by the shareholders.
(C) Issued, subscribed and fully paid-up shares
(Equity shares of INR 10 each) Number of INR in Millions
shares
As at 1 April 2022 2 ,00,00,000 200.00
Increase/ (decrease) during the year - -
As at 31 March 2023 2,00,00,000 200.00
Increase/ (decrease) during the year# 3 ,00,00,000 3 00.00
As at 31 March 2024 5,00,00,000 500.00
Increase/ (decrease) during the year - -
As at 31 March 2025 5 ,00,00,000 5 00.00
# The Board of Directors at its meeting held on October 9,2023 had approved the bonus issue of three new equity share for every two share held on record date which was approved by the
shareholders by means of a special resolution dated September 30, 2023 Through a Board resolution dated October 9,2023, the Company has allotted 3,00,00,000 equity shares of Rs.10
each as bonus shares to the existing equity shareholders of the Company.
(D) Details of shareholders holding more than 5% shares in the Group:
Name of the shareholder As at 3 1 March 2025 As at 3 1 March 2024
Number of % Number of %
shares shares
Chirag Hasmukhbhai Patel 1,74,95,000 34.99% 1,75,00,000 35.00%
Late Hasmukhbhai Shivabhai Patel* - - - -
Malav Girishbhai Patel 10,00,000 2.00% 70,00,000 14.00%
Girishbhai Manibhai Patel 1,94,90,000 38.98% 1,35,00,000 27.00%
Birva Chirag Patel 5 0,00,000 10.00% 5 0,00,000 10.00%
Vipinbhai Kantilal Patel (jointly held by Late Leenaben Vipinbhai Patel) 2 4,99,000 5.00% 25,00,000 5.00%
Name of the shareholder As at 3 1 March 2023 As at 3 1 March 2022
Number of % Number of %
shares shares
Chirag Hasmukhbhai Patel 70,00,000 35.00% 42,00,000 21.00%
Late Hasmukhbhai Shivabhai Patel* - - 28,00,000 14.00%
Malav Girishbhai Patel 28,00,000 14.00% 28,00,000 14.00%
Girishbhai Manibhai Patel 54,00,000 27.00% 54,00,000 27.00%
Birva Chirag Patel 2 0,00,000 10.00% 2 0,00,000 10.00%
Vipinbhai Kantilal Patel (jointly held by Late Leenaben Vipinbhai Patel) 1 0,00,000 5.00% 10,00,000 5.00%
As per records of the Company, including its register of shareholders/members and other declarations received from shareholders regarding beneficial interest, the above shareholding
represents both legal and beneficial ownerships of shares.
*Shares held by Late Hasmukhbhai Shivabhai Patel has been transferred to Chirag Hasmukhbhai Patel on 01 March 2023.
325M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
(E) Promoter shareholding :
Details of shares held by Promoters
As at 31 March 2025
Promoter Name No. of shares at Change during No. of shares at % of Total % change
the beginning of the year the end of the Shares during the year
the year year
Equity shares of INR 10 each fully paid Chirag Hasmukhbhai Patel 1,75,00,000 (5,000) 1,74,95,000 34.99% -0.03%
Malav Girishbhai Patel 70,00,000 (60,00,000) 10,00,000 2.00% -85.71%
Girishbhai Manibhai Patel 1,35,00,000 59,90,000 1,94,90,000 38.98% 44.37%
Birva Chirag Patel 50,00,000 - 50,00,000 10.00% 0.00%
Vipinbhai Kantilal Patel 25,00,000 (1,000) 24,99,000 5.00% -0.04%
(jointly held by Late Leenaben
Vipinbhai Patel)
Late Leenaben Vipinbhai 10,00,000 - 10,00,000 2.00% 0.00%
Patel (jointly held by
Vipinbhai Kantilal Patel)
Aditya Vipinbhai Patel 15,00,000 (1,000) 14,99,000 3.00% -0.07%
MGM5 family Trust - 5,000 5,000 0.01% 100.00%
MGM11 family Trust - 5,000 5,000 0.01% 100.00%
Aditya V Patel Family Trust - 1,000 1,000 Negligible 100.00%
Vipin K Patel Family Trust - 1,000 1,000 Negligible 100.00%
Chirag H Patel Family Trust - 5,000 5,000 0.01% 100.00%
Total 4,80,00,000 - 4,80,00,000 96.00%
As at 31 March 2024
Promoter Name No. of shares at Change during No. of shares at % of Total % change
the beginning of the year the end of the Shares during the year
the year year
Equity shares of INR 10 each fully paid Chirag Hasmukhbhai Patel 70,00,000 1,05,00,000 1,75,00,000 35.00% 150.00%
Malav Girishbhai Patel 28,00,000 42,00,000 70,00,000 14.00% 150.00%
Girishbhai Manibhai Patel 54,00,000 81,00,000 1,35,00,000 27.00% 150.00%
Birva Chirag Patel 20,00,000 30,00,000 50,00,000 10.00% 150.00%
Vipinbhai Kantilal Patel 10,00,000 15,00,000 25,00,000 5.00% 150.00%
(jointly held by Late Leenaben
Vipinbhai Patel)
Late Leenaben Vipinbhai 4,00,000 6,00,000 10,00,000 2.00% 150.00%
Patel (jointly held by
Vipinbhai Kantilal Patel)
Aditya Vipinbhai Patel 6,00,000 9,00,000 15,00,000 3.00% 150.00%
Total 1,92,00,000 2,88,00,000 4,80,00,000 96.00%
As at 31 March 2023
Promoter Name No. of shares at Change during No. of shares at % of Total % change
the beginning of the year the end of the Shares during the year
the year year
Equity shares of INR 10 each fully paid Chirag Hasmukhbhai Patel 42,00,000 28,00,000 70,00,000 35.00% 66.67%
Late Hasmukhbhai Shivabhai Pa t e l * 28,00,000 (28,00,000) - 0.00% -100.00%
Malav Girishbhai Patel 28,00,000 - 28,00,000 14.00% 0.00%
Girishbhai Manibhai Patel 54,00,000 - 54,00,000 27.00% 0.00%
Birva Chirag Patel 20,00,000 - 20,00,000 10.00% 0.00%
Vipinbhai Kantilal Patel 10,00,000 - 10,00,000 5.00% 0.00%
(jointly held by Late Leenaben
Vipinbhai Patel)
Late Leenaben Vipinbhai 4,00,000 - 4,00,000 2.00% 0.00%
Patel (jointly held by
Vipinbhai Kantilal Patel)
Aditya Vipinbhai Patel 6,00,000 - 6,00,000 3.00% 0.00%
Total 1,92,00,000 - 1,92,00,000 96.00%
*Shares held by Late Hasmukhbhai Shivabhai Patel has been transferred to Chirag Hasmukhbhai Patel on 01 March 2023.
326M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
9 Other equity
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
(A) Capital Reserve
Opening balance - - -
Increase/(decrease) during the year/period - - -
Closing balance - - -
(B) Foreign Currency Translation Reserve :
Opening balance 31.60 14.38 (2.98)
Increase/(decrease) during the year/period (24.79) 15.22 17.36
Less: Reversal on Sale of Subsidiary - 2.00 -
Closing balance 6.81 31.60 14.38
(C) General Reserve :
Opening balance 24.04 24.04 24.04
Increase/(decrease) during the year/period - - -
Closing balance 24.04 24.04 24.04
(D) Retained earnings
Opening Balance 1,774.68 1,566.70 1,229.89
Add : Profit for the year/period 770.47 456.34 328.92
Less/(Add) Non Controlling Interest - (2.25) (12.00)
Add: Comprehensive Income for the year/period (10.66) (11.03) (4.11)
Bonus Issued during the year/period - (300.00) -
Less: Reversal on Sale of Subsidiary - 60.42 -
Closing balance 2,534.49 1,774.68 1,566.70
Total other equity 2,565.34 1,830.32 1,605.12
327M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
10 Borrowings
(A) Non-current borrowings Non-current portion
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Secured
Vehicle loans - from Banks 11.57 27.93 11.48
Term Loans - from Banks 530.56 400.00 -
Unsecured
Loans from Related parties ( Refer Note 28 ) - 10.90 881.22
Total non-current borrowings 542.13 438.83 892.70
Non-current borrowings Current maturities
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Secured
Vehicle loans - from Banks 16.36 16.26 11.77
Term Loans - from Banks 69.44 - -
Unsecured
Term Loans - from Banks - - 3 .20
85.80 16.26 14.97
Less: current maturities of long term debts disclosed under 'current borrowings' (85.80) (16.26) (14.97)
Total non-current borrowings - - -
Security clauses
Name of Lender Repayment Terms and Interest Rates Nature of Security As at As at As at
31 March 2025 31 March 2024 31 March 2023
Term Loans :
First Charge on Pari Passu basis on
Mortgage of Land & Building of
Standard Repayable in 16 equal quarterly installments commencing from Cheyyar Plant, Hypothecation of Plant
Chartered Bank26th June 2025. Interest Payable at 9.55% & Machineries at Cheyyar Plant and 200.00 200.00 -
guaranteed by Directors. (Refer Note
28)
First Charge on Pari Passu basis on
Mortgage of Land & Building of
Kotak Repayable in 24 equal quarterly installments commencing from Cheyyar Plant, Hypothecation of Plant
Mahindra Bank09th October 2025. Interest Payable at 8.85% & Machineries at Cheyyar Plant and 200.00 200.00 -
guaranteed by Directors. (Refer Note
28)
First Charge on Pari Passu basis on
Mortgage of Land & Building of
HDFC Bank Repayable in 72 equal monthly installments commencing from Cheyyar Plant, Hypothecation of Plant
Limited 14th March 2026. Interest Payable at 8.70% & Machineries at Cheyyar Plant and 200.00 - -
guaranteed by Directors. (Refer Note
28)
Bajaj Finance Repayable on demand. Interest Rate ranging from 7.66% to Unsecured - - 3.20
Limited 11.00%
Vehicle Loans
:
HDFC Bank Repayable in 39 equal monthly installments commencing on 05th Hypothecation of the
Limited December 2023. Interest Payable at 8.55% vehicle. 12.15 17.74 -
HDFC Bank Repayable in 39 equal monthly installments commencing on 07th Hypothecation of the
Limited October 2023. Interest Payable at 8.80% vehicle. 12.33 18.58 -
HDFC Bank Repayable in 39 equal monthly installments commencing on 07th Hypothecation of the
1.02 2.05 3.00
Limited December 2022. Interest Payable at 7.90% vehicle.
ICICI Bank Repayable in 36 equal monthly installments commencing on 05th Hypothecation of the
1.76 3.95 5.96
Limited January 2022. Interest Payable at 8.50% vehicle.
HDFC Bank Repayable in 39 equal monthly installments commencing on 05th Hypothecation of the
0.67 1.87 2.99
Limited October 2022. Interest Payable at 11.89% vehicle.
Kotak
Repayable in 60 equal monthly installments commencing on 05th Hypothecation of the
Mahindra - - 0.13
January 2019. Interest Payable at 9.25% vehicle.
Prime Limited
Tata Motors
Repayable in 60 equal monthly installments commencing on 02ndH ypothecation of the
Finance - - 0.47
March 2019. Interest Payable at 9.21% vehicle.
Limited
Tata Motors
Repayable in 60 equal monthly installments commencing on 02ndH ypothecation of the
Finance - - 0.47
March 2019. Interest Payable at 9.21% vehicle.
Limited
HDFC Bank Repayable in 60 equal monthly installments commencing on 05th Hypothecation of the
- - 1.51
Limited October 2018. Interest Payable at 8.50% vehicle.
Kotak
Repayable in 36 equal monthly installments commencing on 05th Hypothecation of the
Mahindra - - -
Feb 2020. Interest Payable at 8.50% vehicle.
Prime Limited
HDFC Bank Repayable in 60 equal monthly installments commencing on 07th Hypothecation of the
- - -
Limited September 2017. Interest Payable at 8.35% vehicle.
Kotak Repayable in 48 equal monthly installments commencing on 19th Hypothecation of the
- - 7.30
Mahindra BankDecember 2020. Interest Rate ranging from 7.66% to 11.00% vehicle.
Standard Repayable in 36 equal monthly installments commencing on 01st Hypothecation of the
- - 0.70
Chartered BankAugust 2021. Interest Rate ranging from 7.66% to 11.00% vehicle.
Daimler
Financial Repayable on demand. Interest Rate ranging from 7.66% to Hypothecation of the
- - 0.72
Services India 11.00% vehicle.
Private Limited
328M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
(B) Current borrowings
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Secured
Working Capital loan from Banks 96.31 569.20 187.64
Buyer's Credit 1,137.09 1,024.13 379.26
Current Maturities of long term debt 85.80 16.26 14.97
Unsecured
Loan from Related Parties ( Refer Note 28) - - 12.91
Total current borrowings 1 ,319.20 1 ,609.59 594.78
11 Other financial liabilities
Current
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Other Payables 153.94 124.49 104.76
Total other financial liabilities 153.94 124.49 104.76
11 (A) Lease Liabilities
Non - Current
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Lease liabilities 36.44 2.01 5.51
Total lease liabilities 36.44 2.01 5.51
Current
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Lease liabilities 10.01 4.43 8.09
Total lease liabilities 10.01 4.43 8.09
329M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
12 Short term provisions
Current
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Provision for current tax (net of advance tax and TDS receivable) 16.84 1.44 25.56
Provision for Employee Benefits 115.88 103.26 108.64
Total short term provisions 132.72 104.70 134.20
13 Other current liabilities
Current
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Other payables
Statutory Dues 22.69 32.03 23.42
Advance from customers 877.76 707.95 637.95
Other Liabilities - - -
Total other current liabilities 9 00.45 7 39.98 6 61.37
14 Income tax
(A) The major components of income tax expense for the year ended 31 March 2025, 31 March 2024 and 31 March 2023 are:
Statement of profit and loss:
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
a ) Income tax expense reported in the profit or loss section
Current income tax:
- Current income tax charge 230.03 157.65 131.37
- Adjustments of tax related to earlier years - - -
Deferred tax:
- As per Note 14 (B) 21.86 (5.15) (5.45)
Income tax expense reported in the profit or loss section 251.89 152.50 125.92
(B) Deferred tax
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Opening Balance 4 3.62 4 9.82 5 5.27
Add: Existing Deferred Tax Liability of subsidiary acquired during the y e a r / p e r i o d - 0 .08 -
Deferred tax (asset)/liability on the following items
Provision for Gratuity - -
On Account of Depreciation 2 4.35 (3.77) (4.88)
Deferred tax (asset)/liability on the following items - -
Tax on fair value changes in equity instruments through Profit and Loss (2.49) (1.38) (0.57)
Less: Reversal on Sale of Subsidiary - (1.13) -
Deferred Tax Liabilities (net) 6 5.48 4 3.62 4 9.82
330M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
15 Trade Payables
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
-Total outstanding dues of micro enterprises and small enterprises # 126.74 26.12 130.92
-Total outstanding dues of creditors other than micro enterprises and small enterprises 2,139.69 907.02 1,210.24
Total trade payables 2,266.43 933.14 1,341.16
Trade Payable Ageing Schedule
As at 31 March 2025
Particulars Outstanding for following periods from due date of payment Total
More than 3
Less than 1 year 1-2 years 2-3 years
years
Total outstanding dues of micro enterprises and small enterprises 1 26.74 - - - 126.74
Total outstanding dues of creditors other than micro enterprises and small enterprises 2,129.62 4.30 3.11 2.66 2,139.69
Disputed dues of micro enterprises and small enterprises - - - - -
Disputed dues of creditors other than micro enterprises and small enterprises - - - - -
Total trade payables 2,256.36 4.30 3.11 2.66 2,266.43
As at 31 March 2024
Particulars Outstanding for following periods from due date of payment Total
More than 3
Less than 1 year 1-2 years 2-3 years
years
Total outstanding dues of micro enterprises and small enterprises 2 6.12 - - - 26.12
Total outstanding dues of creditors other than micro enterprises and small enterprises 901.23 3.13 0.77 1.89 907.02
Disputed dues of micro enterprises and small enterprises - - - - -
Disputed dues of creditors other than micro enterprises and small enterprises - - - - -
Total trade payables 927.35 3.13 0.77 1.89 933.14
As at 31 March 2023
Particulars Outstanding for following periods from due date of payment Total
More than 3
Less than 1 year 1-2 years 2-3 years
years
Total outstanding dues of micro enterprises and small enterprises 1 30.92 - - - 130.92
Total outstanding dues of creditors other than micro enterprises and small enterprises 1,208.76 0.27 0.42 0.79 1,210.24
Disputed dues of micro enterprises and small enterprises - - - - -
Disputed dues of creditors other than micro enterprises and small enterprises - - - - -
Total trade payables 1,339.68 0.27 0.42 0.79 1,341.16
# Details of dues to micro and small enterprises as defined under the MSMED Act, 2006
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
The principal amount and the interest due thereon remaining unpaid to any supplier as at the end of each accounting
year/period:
Principal amount due to micro and small enterprises 126.74 26.12 130.92
Interest due on above - - -
The amount of interest paid by the buyer in terms of section 16 of the MSMED Act 2006 along with the amounts of the - - -
payment made to the supplier beyond the appointed day during each accounting year/period
The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the - - -
appointed day during the year/period) but without adding the interest specified under the MSMED Act 2006.
The amount of interest accrued and remaining unpaid at the end of each accounting year/period - - -
The amount of further interest remaining due and payable even in the succeeding years/period, until such date when the interest - - -
dues as above are actually paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section
23 of the MSMED Act 2006
331M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
16 Revenue From Operations
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Sale of Products
Within India 8,369.06 7,146.85 7,654.06
Outside India 645.98 191.99 602.57
Sale of Services
Sales from Erection services 870.50 611.76 548.07
Total Revenue from Operations 9,885.54 7,950.60 8,804.70
17 Other income
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Interest Income 46.74 52.11 45.23
Gain on Liquid Funds 4.68 44.79 13.58
Profit on Sale of Investment 4.07 1.77 0.08
Unrealised gain of fair value on equity instruments 4.71 13.31 -
Profit on Sale of Assets - 0.40 0.84
Bad debts written back - 1.22 13.27
Export Incentives 5.39 2.65 5.74
Exchange Fluctuation (Net) 12.62 6.43 -
Other Non-operating income :
Interest on Security Deposit 0.57 0.18 0.16
Interest on EMD Deposit 1.12 3.39 2.23
Miscellaneous Income 3.45 5.75 4.21
Total other income 83.35 132.00 85.34
332M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
18 Cost of Material Consumed and Operational Expenses
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
-(i) Cost of Material Consumed 5,977.33 5 ,145.55 5 ,935.92
-(ii) Stores & Spares Consumed 48.72 46.54 49.48
-(iii) Operational Expenses ( As per Statement No 1 ) 722.64 579.60 577.98
Total cost of material consumed and operational expenses 6 ,748.69 5 ,771.69 6 ,563.38
Statement 1
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Crane Hire Charges 117.78 25.01 33.93
Entry Tax & Toll Tax 5.99 5.85 6.82
Labour Charges 25.49 7.61 5.65
Erection Charges 435.12 431.51 415.39
Site Exp Diesel 38.66 29.77 36.19
Site Exp Lodging & Boarding 46.91 34.28 36.39
Site Exp Stationary 0.84 0.78 0.70
Site Exp-Conveyance 30.58 27.40 25.57
Site Exp-Maintainance 3.29 3.94 3.54
Site Exp-Others 17.97 13.44 13.79
Site Exp-Telephone 0.01 0.01 0.01
Total operational Expenses 722.64 579.60 577.98
19 Changes in inventories of finished goods, stock in trade and work-in-progress
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Stock at the end of the year/period
Work in Progress 100.38 63.18 104.36
Stock in Trade - 29.06 11.36
Finished Goods 126.22 164.65 97.52
Stock at the beginning of the year/period
Work in Progress* 36.38 110.30 122.40
Stock in Trade 29.06 11.36 93.06
Finished Goods 164.65 97.52 114.17
Total changes in inventories of finished goods, stock in trade and work in progress 3.49 (37.71) 116.39
*Stock at the beginning of the year of Work in Process for the year ended 31st March 2024 includes INR 5.94 Millions which relates to subsidiary acquired during
the financial year 2023-24. Stock at the end of the year of Work in Progress for the year ended 31st March 2024 includes INR 26.80 Millions which relates to
subsidiary sold during the financial year 2023-24.
20 Employee benefits expenses
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Salaries and Wages 883.70 727.89 684.29
Contribution to Provident and other Funds 43.29 39.60 29.20
Staff welfare 62.39 41.60 40.03
Total employee benefits expenses 989.38 809.09 753.52
333M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
21 Depreciation and amortization expense
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Depreciation on Property, Plant and Equipment (refer note 3) 112.98 73.42 83.72
Amortization of intangible assets (refer note 3 (A)) 3.87 8.76 12.64
Depreciation on right of use assets (refer note 4) 8.33 6.62 6.65
Total depreciation and amortization expense 125.18 88.80 103.01
22 Other expenses
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Power & Fuel 39.96 29.13 26.64
Rent 14.08 10.65 8.00
Repairs To :
(i) Machinery 25.38 22.82 23.20
(ii) Building 12.40 0.94 13.74
(iii) Others 3.66 2.68 1.32
Unrealised loss of fair value on equity instruments - - 5.51
Insurance 13.69 10.41 9.97
Rates & Taxes 1.61 2.02 5.56
Directors' Sitting Fees 1.19 - -
Auditor's Remuneration (Refer Note No: 22 (A)) 2.45 2.88 2.25
Postage, Telegram and Telephone 6.58 3.92 5.73
Stationery, Printing Expenses 5.78 8.34 6.99
Factory Expenses 9.56 11.02 7.08
Conveyance and Vehicle Expenses 61.75 45.91 40.31
Legal & Consultancy 67.26 36.02 41.44
Staff Recruitment & Staff Training Expenses 2.63 2.70 2.52
Travelling Expenses 45.85 30.65 40.46
Electric Expense 2.53 2.43 2.16
Exchange Fluctuation (Net) - - 16.05
Bad Debt written off 29.12 55.73 19.27
Sundry Balance written off - 0.68 1.30
Advertisement & Publicity Expenses 3.67 2.25 2.81
Packing Expenses 5.94 4.42 3.97
Sales Commission 5.48 5.21 7.07
Net Loss on sale of Fixed Assets 1.36 - -
Transportation Outward Expenses 177.32 145.88 156.65
Export Expenses 40.33 12.54 119.39
Miscellaneous Expenses 50.07 31.10 19.22
Manpower Supply ( Contractual Labour) 220.43 108.96 100.03
Security Expenses 10.44 6.27 4.27
Corporate Social Responsibility (Refer Note 22 (B)) 10.24 6.53 4.13
Donation - 0.08 0.08
Exhibition Expenses 3.25 1.61 2.24
Sales Promotion Expenses 3.02 1.01 4.05
Fair Value Loss on Sundry Deposits - - -
Conference Expenses 3.18 6.52 3.70
Total other expenses 880.21 611.31 707.11
22 (A) Payment to auditors :
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
As Audit Fees 2.00 2.67 2.10
For IPO related services* 2.10 - -
For Tax Audit Fees & Other Taxation Fee 0.05 0.03 0.07
For Other Matters 0.40 0.18 0.08
Total payment to auditors 4.55 2.88 2.25
*Fees paid for IPO related services form part of unamortised share issue expenses disclosed under current assets as per Note 6
334M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
22 (B) Details of Corporate social responsibility expenditure:
AsperSection135oftheCompaniesAct,2013,aCorporateSocialResponsibility(CSR)committeehasbeenformedbythecompany.Thefundswere
utilizedduringtheyear/periodontheactivitieswhicharespecifiedinScheduledVIIoftheCompaniesAct,2013throughtheimplementingagencyas
prescribed under Rule 4 of the Companies (Corporate Social Responsibility Policy) Rules, 2014.
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
(a) Gross amount required to be spent by the Group during the year/period 9.96 6.47 4.13
(b) Amount approved by the Board to spent during the year/period 10.24 6.53 4.13
In Cash Yet to be paid in
cash
(c) Amount spent during the year ended March 31, 2025
(i) Promoting Education 1 0.24 -
Amount paid to related party - -
(d) Amount spent during the year ended March 31, 2024
(i) Promoting Education 6.53 -
Amount paid to related party - -
(e) Amount spent during the year ended March 31, 2023
(i) Promoting Health care and Education 4.13 -
Amount paid to related party 3.60 -
(f) Amount spent during the year ended March 31, 2022
(i) Promoting Health care and Education 3.42 -
Amount paid to related party 2.90 -
23 Finance costs
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Interest Expense 156.55 183.41 152.64
Bank Charges 39.73 46.22 37.64
Interest on lease liability 3.30 0.95 1.51
Total Finance costs 199.58 230.58 191.79
24 Components of other comprehensive income (OCI)
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Re-measurement gains/ (loss) on defined benefit plans (7.98) (8.25) (3.18)
Income Tax effect on the above (2.68) (2.78) (0.93)
Total other comprehensive income (10.66) (11.03) (4.11)
25 Earnings per share (EPS)
BasicEPSamountsarecalculatedbydividingtheprofitfortheyear/periodattributabletoequityholdersoftheparentbytheweightedaveragenumberof
Equity shares outstanding during the year/period.
DilutedEPSamountsarecalculatedbydividingtheprofitattributabletoequityholdersoftheparentbytheweightedaveragenumberofEquityshares
outstandingduringtheyear/periodplustheweightedaveragenumberofEquitysharesthatwouldbeissuedonconversionofallthedilutivepotentialEquity
shares into Equity shares.
#TheBoardofDirectorsatitsmeetingheldonOctober9,2023hadapprovedthebonusissueofthreenewequityshareforeverytwoshareheldonrecord
datewhichwasapprovedbytheshareholdersbymeansofaspecialresolutiondatedSeptember30,2023ThroughaBoardresolutiondatedOctober9,2023,
the Company has allotted 3,00,00,000 equity shares of Rs.10 each as bonus shares to the existing equity shareholders of the Company.
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Profit attributable to equity holders of the parent company (A) 770.47 458.59 340.92
Weighted average number of Equity shares for basic and diluted EPS(B) 5,00,00,000 5,00,00,000 5,00,00,000
Earnings per share (A/B)
- Basic earnings per share (in INR) 15.41 9.17 6.82
- Diluted earnings per share (in INR) 15.41 9.17 6.82
- Face Value per share (in INR) 10.00 10.00 10.00
335M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
26 Restatement adjustments, Material regroupings and Non-adjusting items
26 (A) Impact of restatement adjustments
Below mentioned is the summary of results of restatement adjustments made to the audited financial statements of the respective period/years and its
impact on profits.
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Profit after tax as per group's Audited Consolidated Financial Statements for year
ended 31 March 2025, Audited Consolidated Financial Statements for year ended 31
March 2024 and Audited Special Purpose Consolidated Financial Statements for the
year ended 31 March 2023 and 31 March 2022 770.47 456.34 329.70
Adjustments to net profit as per audited financial statements
Increase / Decrease in Expenses/Income (refer note (26)(B) below) - - (0.78)
Total adjustments - - (0.78)
Restated profit after tax for the period/ years 770.47 456.34 328.92
- -
26 (B) ThegrouphasaccountedfortheGratuityexpensesofitsIndiansubsidiaryintherestatedfinancialinformationandthesamehasbeengiveneffectinthe
year to which the same relates to.
Appropriateadjustmenthavebeenmadeintherestatedfinancialstatement,whereverrequired,byreclassificationofthecorrespondingitemofincome,
expenses, assets and liabilities, in order to bring them in line with the groupingsasper audited financail of the company for all the years and the
requirements of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulation 2018.
26 (C) Reconciliation of restated Equity / Networth:
Particulars For the year ended For the year ended For the year ended
31 March 2025 31 March 2024 31 March 2023
Equity/Networthaspergroup'sAuditedConsolidatedFinancialStatementsforyear
ended31March2025,AuditedConsolidatedFinancialStatementsforyearended31
March2024andAuditedSpecialPurposeConsolidatedFinancialStatementsforthe
year ended 31 March 2023 and 31 March 2022 3,065.34 2,330.32 1,811.33
Adjustment for:
DifferencePertainingtochangesinProfit/LossduetoRestatedEffectfortheperiod
covered in Restated Financial - Gratuity Liability - - (5.81)
DifferencePertainingtochangesinOCIduetoRestatedEffectfortheperiodcovered
in Restated Financial - Gratuity Liability - - (0.40)
Equity / Networth as Restated 3,065.34 2,330.32 1,805.12
- -
336M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
Note 27:
As per Ind AS 19 “Employee Benefits”, the disclosures of Employee benefits as defined in the Accounting standard are given below:
(a) Defined Contribution Plans
Contribution to Defined Contribution plan, recognized as expense for the year/period is as under:
During the year/period, the company has recognized the following amounts in the Profit & Loss Account:
For the year ended For the year ended For the year ended
Particulars 31 March 2025 31 March 2024 31 March 2023
Employer's Contribution to Provident fund 40.20 34.71 25.53
(b) Defined Benefit Plans
(i) Reconciliation of opening and closing balance of Defined Benefit Obligations:
For the year ended For the year ended For the year ended
Particulars 31 March 2025 31 March 2024 31 March 2023
Gratuity Gratuity Gratuity
Opening Defined Benefit Obligation 67.00 59.84 54.14
Interest Cost 4.84 4.02 3.87
Current Service Cost 5.82 4.66 5.23
Past service cost - - -
Benefit Paid/derecognised - (12.70) (6.98)
Actuarial Gain / Loss 10.98 11.18 3.58
Closing Defined Benefit Obligation 88.64 67.00 59.84
(ii) Reconciliation of opening and closing balances of Fair Value of Planned Assets
For the year ended For the year ended For the year ended
Particulars 31 March 2025 31 March 2024 31 March 2023
Gratuity Gratuity Gratuity
Opening value of plan assets 66.80 53.41 4 9.84
Expected return 4.83 4.01 3.56
Acturial gain/(Loss) 0.33 0.15 (0.53)
Contributions by employer 11.30 9.23 7.53
Benefits paid - - (6.99)
Closing value of planned assets 83.26 66.80 53.41
(iii) Reconciliation of Fair Value of Assets and Obligations:
For the year ended For the year ended For the year ended
Particulars 31 March 2025 31 March 2024 31 March 2023
Gratuity Gratuity Gratuity
Define Benefit Obligation 88.64 67.00 59.84
Fair value of Planned assets 83.26 66.80 53.41
Less : Unrecognized past service cost - - -
Amount Recognized in Balance Sheet 5.38 0.20 6.43
(iv) Expense Recognized during the year/period:
For the year ended For the year ended For the year ended
Particulars 31 March 2025 31 March 2024 31 March 2023
Gratuity Gratuity Gratuity
Current Service Cost 5.82 4.66 4.81
Interest Cost 0.01 0.02 (0.05)
Expected return on planned assets - - -
Past year cost-vested - - -
Net Actuarial (Gain) / Loss Recognized in the year 10.66 11.02 3.71
Closing Defined Benefit Obligation 16.49 15.70 8.47
337M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
(v) Actuarial Assumptions:
For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Discount Rate 6.78% 7.23% 7.50%
Salary Escalation 4.00% 4.00% 4.00%
Rate of Return on Plan Asset 6.78% 7.23% 7.50%
For service 2 years and For service 2 years and
below 32.00% p.a. below 32.00% p.a. For service 2 years and
Employee Turnover For service 3 years to 4 For service 3 years to 4 below 32.00% p.a.
years 23.00% p.a. years 23.00% p.a. For service 3 years to 4
For service 5 years and For service 5 years and years 23.00% p.a.
above 3.00% p.a. above 3.00% p.a. For service 5 years and
above 3.00% p.a.
Indian Assured Life Indian Assured Life Indian Assured Life
Mortality 2012-14 Mortality 2012-14 Mortality 2012-14
Mortality Rate During Employmnet (Urban) (Urban) (Urban)
(vi) Sensitivity Analysis
For the year ended For the year ended For the year ended
Particulars
31 March 2025 31 March 2024 31 March 2023
Defined Benefit Obligation on Current Assumptions 88.64 67.00 59.84
Delta Effect of +1% Change in Rate of Discounting (7.92) (5.79) (4.66)
Delta Effect of -1% Change in Rate of Discounting 9.25 6.74 5.43
Delta Effect of +1% Change in Rate of Salary Increase 8.33 6.39 5.08
Delta Effect of -1% Change in Rate of Salary Increase (7.51) (5.55) (4.43)
Delta Effect of +1% Change in Rate of Employee Turnover 1.45 2.04 1.92
Delta Effect of -1% Change in Rate of Employee Turnover (1.64) (2.29) (2.15)
Thesensitivityanalysishavebeendeterminedbasedonreasonablypossiblechangesoftherespectiveassumptionsoccurringattheendofthereportingperiod,
while holding all other assumptions constant.
ThesensitivityanalysispresentedabovemaynotberepresentativeoftheactualchangeintheDefinedBenefitObligationasitisunlikelythatthechangein
assumptions would occur in isolation of one another, as some of the assumptions may be correlated.
Furthermore,inpresentingtheabovesensitivityanalysis,thepresentvalueoftheDefinedBenefitObligationhasbeencalculatedusingtheprojectedunitcredit
method at the end of the reporting period, which is the same method as applied in calculating the Defined Benefit Obligation as recognized in the balance sheet.
There was no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.
338M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
28 Related party transactions
(A) Names of related parties and related party relationship
Nature of relationship Name of related parties
(i) Subsidiary Companies: Phenix Construction Technologies INC
Phenix Building Solutions Private Limited (w.e.f. March 1, 2024)
Modtech Machines Private Limited (upto May 23, 2023)
(iii) Key management personnel: Malav Girishbhai Patel
Girishbhai Manibhai Patel
Vipinbhai Kantilal Patel
Chirag Hasmukhbhai Patel
Umaben Girishbhai Patel
Birva Chirag Patel
Pankaj Naresh
Mayur Satishbhai Patel
Keyur Bachubhai Shah
Palak Dilipbhai Parekh
Birju Maheshbhai Patel
Hemant Ishwarlal Modi
Sanjay Shaileshbhai Majmudar
Sonal Vimal Ambani
Subir Kumar Das
Udayan Dileep Chokshi
Aditya Vipinbhai Patel
(iv) Relative of key management personnel Diya Chirag Patel
Late Hasmukhbhai Shivabhai Patel
(v) Significant Influence: M B Enterprise
Manibhai & Brother sleeper
Manibhai Brothers Finance Corporation
Manibhai & Brothers
Manibhai & Brothers (PCC Sarkhej)
PBSPL Shell JV
Usha Prestressed Sleeper Udhyog Piplod
Giriraj Prestressed Private Limited
Phenix Building Solutions Private Limited (upto February 29,2024)
Shrinathji Prestressed Private Limited
RR Enterprise
Diya Enterprise
Ashriya Enterprise
Avichal Projects LLP
Azkka Pharmaceuticals Private Limited
Manibhai & Brothers Charitable Trust
Phenix Engineering Services Private Limited (previously known as Phenix Building
Services Private Limited)
Phenix Building Services
Maxim Finance Private Limited
L.V. Finance Private Limited
339M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
The following table provides the total amount of transactions that have been entered into with related parties for the relevant
(B)
financial year/period:
Year ended Year ended Year ended
Name of related party
31 March 2025 31 March 2024 31 March 2023
1) Subsidiary Company
(i) With Holding Company:
(a) Phenix Construction Technologies INC
Sale of goods 274.69 87.45 227.28
Interest on Loan Received 4.68 4.58 3.38
Unsecured Loan Given 11.02 36.10 5.59
Repayment of Loan Given 61.47 - -
Purchase of Capital Goods 6.00 - -
(b) Phenix Building Solutions Private Limited
Sale of goods 428.33 234.75 -
Sale of service 0.58 15.15 -
Purchase of Service 0.33 - -
Interest on Loan Received 0.84 - -
Unsecured Loan Given 166.10 - -
Repayment of Loan Given 146.88 - -
Expenses Paid - - -
Expenses Recovered 3.18 - -
(c) Modtech Machines Private Limited
Sale of goods - 1.00 1.40
Unsecured Loan Given - 2.00 52.58
Repayment of Loan Given - 78.55 9.48
Year ended Year ended Year ended
Name of related party
31 March 2025 31 March 2024 31 March 2023
2) Significant Influence
a) M B Enterprise
Purchase of goods - 135.95 962.85
Expenses Recovered 2.14 0.14 0.11
Expenses Paid - 4.79 13.10
b) Manibhai & Brother sleeper
Expenses Recovered 0.19 0.14 0.12
Sale of goods 3.40 1.73 1.65
Purchase of goods 0.06 - 0.09
c) Manibhai Brothers Finance Corporation
Interest on Loan Paid - 77.69 63.20
Rent Paid 1.44 1.44 1.44
Unsecured Loan Taken - 1,228.50 981.90
Unsecured Loan Repaid - 2,008.98 824.40
340M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
Year ended Year ended Year ended
Name of related party
31 March 2025 31 March 2024 31 March 2023
d) Manibhai & Brothers
Expenses Paid - 15.28 -
Expenses Recovered 2.23 0.72 0.72
Sale of goods 0.54 0.27 0.95
Rent Paid 2.65 2.40 2.40
Purchase of goods - - 15.49
Purchase of Services 6.50 - -
e)Manibhai & Brothers (PCC Sarkhej)
Sale of goods - 19.36 -
Rent Paid 1.32 1.26 1.20
Expenses Recovered 0.95 - -
f)Usha Prestressed Sleeper Udhyog Piplod
Expenses Recovered 0.03 0.04 0.07
Sale of goods 3.03 0.41 0.24
g) Giriraj Prestressed Private Limited
Expenses Recovered 0.02 0.03 0.03
Sale of goods - 3.56 -
h) Phenix Building Solutions Private Limited
Sale of goods - 1,621.09 2,873.11
Expenses Recovered - - 0.04
i) Shrinathji Prestressed Private Limited
Expenses Recovered - 0.01 -
Sale of goods - 0.10 -
j) Manibhai & Brothers Charitable Trust
Rent Paid 2.63 0.66 -
Expenses Paid 0.24 - -
Donation Exps - - 3.60
k) Phenix Engineering Services Private Limited
Expenses Recovered 0.58 - -
l) Avichal Projects LLP
Deposit Given for Rent 0.02 - -
Rent Paid 0.04 - -
341M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
3) With Key management personnel and their relatives:
Year ended Year ended Year ended
Name of related party Nature of transaction
31 March 2025 31 March 2024 31 March 2023
Unsecured Loan Taken
Malav Girishbhai Patel Unsecured Loan taken - 10.17 9.41
Girishbhai Manibhai Patel Unsecured Loan taken - 0.03 3.43
Chirag Hasmukhbhai Patel Unsecured Loan taken - - 0.35
Hasmukhbhai Shivabhai Patel Unsecured Loan taken - - -
Diya Chirag Patel Unsecured Loan taken
Unsecured Loan Repaid
Malav Girishbhai Patel Unsecured Loan Repaid - 112.75 0.94
Girishbhai Manibhai Patel Unsecured Loan Repaid - 45.54 0.38
Chirag Hasmukhbhai Patel Unsecured Loan Repaid - - 0.35
Hasmukhbhai Shivabhai Patel Unsecured Loan Repaid - 34.70 0.32
Diya Chirag Patel Unsecured Loan Repaid - - -
Purchase of Shares of Phenix Building Solutions Private Limited
Malav Girishbhai Patel (No. of Shares : 7000) Purchase of Shares - 18.58 -
Girishbhai Manibhai Patel (No. of Shares : 13500) Purchase of Shares - 35.83 -
Vipinbhai Kantilal Patel (No. of Shares : 2500) Purchase of Shares - 6.64 -
Chirag Hasmukhbhai Patel (No. of Shares : 17500) Purchase of Shares - 46.45 -
Umaben Girishbhai Patel (No. of Shares : 2000) Purchase of Shares - 5.31 -
Birva Chirag Patel (No. of Shares : 5000) Purchase of Shares - 13.27 -
Aditya Vipinbhai Patel (No. of Shares : 1500) Purchase of Shares - 3.98 -
Leenaben Vipinbhai Patel (No. of Shares : 1000) Purchase of Shares - 2.65 -
Sale of Shares of Phenix Building Services Private Limited
Malav Girishbhai Patel (No. of Shares : 7000) Sale of Shares - 0.07 -
Girishbhai Manibhai Patel (No. of Shares : 13500) Sale of Shares - 0.14 -
Vipinbhai Kantilal Patel (No. of Shares : 2500) Sale of Shares - 0.03 -
Chirag Hasmukhbhai Patel (No. of Shares : 17500) Sale of Shares - 0.18 -
Umaben Girishbhai Patel (No. of Shares : 2000) Sale of Shares - 0.02 -
Birva Chirag Patel (No. of Shares : 5000) Sale of Shares - 0.05 -
Aditya Vipinbhai Patel (No. of Shares : 1500) Sale of Shares - 0.02 -
Leenaben Vipinbhai Patel (No. of Shares : 1000) Sale of Shares - 0.01 -
Interest on Loan Paid Interest on Loan Paid
Malav Girishbhai Patel Interest on Loan Paid - 10.17 9.41
Girishbhai Manibhai Patel Interest on Loan Paid - 4.09 3.81
Chirag Hasmukhbhai Patel Interest on Loan Paid - - -
Hasmukhbhai Shivabhai Patel Interest on Loan Paid - 0.28 3.16
Salary paid
Malav Girishbhai Patel Remuneration 23.96 17.34 16.72
Girishbhai Manibhai Patel Remuneration 22.48 16.95 11.43
Vipinbhai Kantilal Patel Remuneration - 1.07 2.13
Chirag Hasmukhbhai Patel Remuneration 32.34 26.27 23.98
Umaben Girishbhai Patel Remuneration - 1.50 3.00
Birva Chirag Patel Remuneration 11.43 9.53 7.62
Aditya Vipinbhai Patel Remuneration 10.68 6.96 5.51
Diya Chirag Patel Salary 2.67 0.22 -
Keyur Shah Salary 5.59 - -
Pankaj Naresh Salary 19.28 - -
Parekh Palak Salary 1.12 - -
Mayur Patel Salary 5.52 - -
Director Sitting Fees
Birju Maheshbhai Patel Director Sitting Fees 0.14 - -
Hemant Ishwarlal Modi Director Sitting Fees 0.17 - -
Sanjay Shaileshbhai Majmudar Director Sitting Fees 0.24 - -
Sonal Vimal Ambani Director Sitting Fees 0.05 - -
Subir Kumar Das Director Sitting Fees 0.14 - -
Udayan Dileep Chokshi Director Sitting Fees 0.21 - -
Vipinbhai Kantilal Patel Director Sitting Fees 0.24 - -
342M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
(C) Following are the balances outstanding as at year/period end:
As at As at As at
Name of related party
31 March 2025 31 March 2024 31 March 2023
(a) M B Enterprise
Outstanding Payables - 5.62 40.82
Outstanding Receivables 0.14 - -
(b) Manibhai Brothers Sleepers
Outstanding Receivables 0.19 1.82 0.08
(c) Manibhai Brothers Finance Corporation
Outstanding Payables 1.30 1.30 1.30
Unsecured Loan Outstanding - - 702.79
(d) Manibhai Brothers
Outstanding Payables 9.77 1.78 15.09
(e) Manibhai & Brothers (PCC Sarkhej)
Outstanding Receivables - 23.26 -
Outstanding Payables - - 0.16
(f) Usha Prestressed Sleeper Udhyog Piplod
Outstanding Receivables 0.07 0.08 0.23
(g) Giriraj Prestressed Private Limited
Outstanding Receivables 0.02 0.03 0.03
(h) Phenix Building Solutions Private Limited
Outstanding Receivables 1.67 363.02 548.82
Outstanding Balance of Unsecured Loan Given 20.05 - -
(i) Shrinathji Prestressed Pvt. Ltd.
Outstanding Receivables - 0.01 -
(j) Manibhai & Brothers Charitable Trust
Outstanding Payables 0.08 0.31 -
(k) PBSPL SHEL JV
Outstanding Receivables 9.92 9.92 9.92
(l) Phenix Construction Technologies INC
Outstanding Receivables 47.74 66.29 74.86
Outstanding Balance of Unsecured Loan Given 67.42 93.51 52.82
(m) Modtech Machines Private Limited
Outstanding Receivables - - -
Outstanding Balance of Unsecured Loan Given - - 76.55
(n) Phenix Engineering Services Private
Limited
Outstanding Receivables 1.23 - -
(o) Avichal Projects LLP
Outstanding Payables 0.04 - -
With Key management personnel and
their relatives:
Unsecured Loan Outstanding
Malav Girishbhai Patel - - 102.58
Girishbhai Manibhai Patel - - 41.45
Hasmukhbhai Shivabhai Patel - - 34.42
Diya Chirag Patel
343M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
Notes:
1 Terms and Conditions of Unsecured Loans taken from Group Company
Manibhai Brothers Finance Corporation:
Facility Amount Total principal amount not exceeding INR 100,00,00,000/-
Tenure of Credit Facility 15 Years (Can be extended mutually)
Interest will be charged at rates mutually agreed every year - payable yearly ( ROI may be
Interest rate
changed mutually).
Repayment Commencement Date Repayment can be done at any time
Repayment Schedule As agreed mutually
Interest payable Accrue on yearly basis on outstanding Credit Facility amount.
2 Terms and Conditions of Unsecured Loans given to wholly owned Subsidiary Company
Phenix Construction Technologies INC.
Facility Amount Total principal amount not exceeding USD 1,500,000
Tenure of Credit Facility 60 (Sixty) Months (Can be extended mutually)
Interest rate InitiallyfacilitywillbeinterestfreetillBorrowerstartstradingactivity.Interestshallbeapplicablewhen
theBorrowercommencesitstradingactivity.InterestwillbechargedatSOFRPLUS1.5%SPREAD
Compounding Interest - quarterly, payable along with principle ( ROI may be changed mutually).
Repayment Commencement Date Repayment can be done at any time
Repayment Schedule As agreed mutually
Interest payable Accrue on quarterly basis on outstanding Credit Facility amount.
Phenix Building Solutions Private Limited
Facility Amount Total principal amount not exceeding INR 10,00,00,000
Tenure of Credit Facility 15 Years (Can be extended mutually)
Interest rate Interest will be charged at 13% per annum and will be payable yearly (ROI may be changed mutually).
Repayment Commencement Date Repayment can be done at any time
Repayment Schedule As agreed mutually
Interest payable Accrue on yearly basis on outstanding Credit Facility amount.
3 Term Loan of INR 600.00 Millions from Standard Chartered Bank, Kotak Mahindra Bank and HDFC Bank is personally guaranteed by following Directors :
1. Malav Girishbhai Patel
2. Girishbhai Manibhai Patel
3. Vipinbhai Kantilal Patel
4. Chirag Hasmukhbhai Patel
4 Transactions and balances relating to subsidiaries have been eliminated in the Restated Consolidated Financial Statements
344M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
28.1 Related party transactions of Subsidiaries
(A) Modtech Machines Private Limited
Nature of relationship Name of related parties
(i) Holding Company: M & B Engineering Limited (upto May 23, 2023)
(ii) Subsidiary Companies: Modtech USA INC
Modtech World UK Limited
(iii) Key Management Personnel: Kishansinh H. Gohil
Aastha K. Gohil
The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial
year/period:
Year ended Year ended Year ended
Name of related party
31 March 2025 31 March 2024 31 March 2023
(i) With M & B Engineering Limited
As per Note 28
(ii) With Key Management Personnel
a) Shri Kishansinh H. Gohil
Remuneration Paid - - 0.54
Rent Paid - - 1.10
Interest Paid - - 0.05
Following are the balances outstanding as at year/period end:
As at As at As at
Name of related party
31 March 2025 31 March 2024 31 March 2023
(i) With M & B Engineering Limited
As per Note 28
(ii) With Key Management Personnel
a) Shri Kishansinh H. Gohil
Outstanding Payable - - 2.91
Unsecured Loan Payable - - -
345M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
(B) Phenix Construction Technologies INC
Nature of relationship Name of related parties
(i) Holding Company: M & B Engineering Limited
The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial
year/period:
Year ended Year ended Year ended
Name of related party
31 March 2025 31 March 2024 31 March 2023
(i) With M & B Engineering Limited
As per Note 28
Following are the balances outstanding as at year/period end:
As at As at As at
Name of related party
31 March 2025 31 March 2024 31 March 2023
(i) With M & B Engineering Limited
As per Note 28
(C) Phenix Building Solutions Private Limited
(i) Holding Company: M & B Engineering Limited (w.e.f. March 1, 2024)
(ii) Key Management Personnel: Malav Girishbhai Patel
Girishbhai Manibhai Patel
Vipinbhai Kantilal Patel
Chirag Hasmukhbhai Patel
Umaben Girishbhai Patel
Birva Chirag Patel
Aditya Vipinbhai Patel
(iii) Significant Influence: M B Enterprise
Phenix Construction Services
Manibhai & Brothers
Manibhai & Brothers Sleepers
Manibhai & Brothers (PCC Sarkhej)
Manibhai & Brothers Finance Corporation
Phenix Engineering Services Pvt Ltd.
Usha Prestressed Sleeper Udhyog Piplod
Giriraj Prestressed Private Limited
Shrinathji Prestressed Private Limited
PBSPL Shel JV
346M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
The following table provides the total amount of transactions that have been entered into with related parties for the relevant financial
year/period:
Year ended Year ended Year ended
Name of related party
31 March 2025 31 March 2024 31 March 2023
(i) With M & B Engineering Limited
As per Note 28
(ii) With Key Management Personnel
a) Chirag Hasmukhbhai Patel
Unsecured loan taken 43.00 6.50 -
Interest Paid 0.65 0.05 -
Unsecured loan repaid 48.20 2.01 -
b) Vipinbhai Kantilal Patel
Unsecured loan taken 11.50 - -
Interest Paid 0.05 - -
Unsecured loan repaid 11.55 - -
c) Malav Girishbhai Patel
Unsecured loan taken 22.50 - -
Interest Paid 0.33 - -
Unsecured loan repaid 22.83 - -
(iii) With Significant Influence
a) Manibhai & Brothers
Rent Paid 0.99 0.90 -
b) Manibhai & Brothers (PCC Sarkhej)
Sales of Servcie 2.18 - -
c) Phenix Engineering Services Pvt Ltd.
Expenses Recovered 0.48 - -
347M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
Following are the balances outstanding as at year/period end:
As at As at As at
Name of related party
31 March 2025 31 March 2024 31 March 2023
(i) With M & B Engineering Limited
As per Note 28
(ii) With Key Management Personnel
a) Chirag Hasmukhbhai Patel
Unsecured loan payable - 4.54 -
(iii) With Significant Influence
a) Manibhai & Brothers
Outstanding Payable 1.07 - -
Outstanding Receivables - 0.45 -
b) PBSPL Shel JV
Outstanding Payable 3.09 3.09 -
Notes:
1 Related Party Transactions of subsidiaries are only disclosed for the period during which Holding-Subsidiary relationship existed.
348M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
Note 29: First-time adoption of Ind AS
The consolidated financial statement for the period ended March 31, 2024 is the first set of Financial Statements
prepared in accordance with the requirements of IND AS 101 - First time adoption of Indian Accounting
Standards. Accordingly, the transition date to IND AS is 01 April 2022. Upto the Financial year ended March 31,
2023, the Company prepared its consolidated financial statements in accordance with accounting standards
notified under the Section 133 of the Act, read together with paragraph 7 of the Companies (Accounts) Rules,
2014 (“Indian GAAP” or “Previous GAAP”) due to which the Special purpose Ind AS consolidated financial
statements were prepared for the purpose of Initial Public Offer (IPO).
The Special purpose Ind AS consolidated Financial Statements as at and for the year ended 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, 2021) 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, 2024.
Exemptions applied
Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain
requirements under Ind AS. The Group has applied the following exemptions:
1. Deemed cost: Property, plant and equipment, capital work in progress and intangible assets
A first-time adopter may elect to measure an item of property, plant and equipment, right to use assets
(leasehold land) at the date of transition at its fair value and use that fair value as its deemed cost at that date.
In addition to this, Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for
intangible assets as recognized in the Restated Consolidated Financial Statements as at the date of transition
to Ind AS, measured as per the previous GAAP and use that as its deemed cost as at the date of transition.
The Group has elected to continue with the carrying value for the property, plant and equipment, capital work
in progress and intangible assets and use it as deemed cost (net of depreciation/amortization) as at the date
of transition (i.e. April 01, 2021).
2. Leases
As per Indian Accounting Standard (Ind AS) 101 First-time Adoption of Ind AS, provides exceptions to the
retrospective application of Ind AS 116 lease. Accordingly, a first-time adopter may assess the classification
of each element as finance or an operating lease at the date of transition to Ind AS on the basis of the facts
and circumstances existing as at that date. If there is any lease newly classified as finance lease then the first-
time adopter may recognize assets and liability at fair value on that date; and any difference between those
fair values is recognized in retained earnings. Ind AS 116 requires an entity to assess whether a contract or
arrangement contains a lease. In accordance with Ind AS 116, this assessment should be carried out at the
inception of the contract or arrangement. However, the Group has used Ind AS 101 exemption where a first-
time adopter may assess whether a contract existing at the date of transition to Ind AS’s contains leases by
applying paragraph 9-11 of Ind AS 116 to those contracts on the basis of facts and circumstances existing at
that date. The Group as first-time adopter as a lessee recognized lease liabilities and right to use assets, and
had adopted following approach to all of its leases by adopting modified retrospective method: (a) measured
a lease liability at the date of transition to Ind AS. The Group has measured that lease liability at the present
value of the remaining lease payments, discounted using the lessee’s incremental borrowing rate at the date
of transition to Ind AS. (b) measured a right-of-asset at the date of transition to Ind AS. The right-of-use
assets were recognized based on the amount equal to the lease liabilities, and accrued lease payments
previously recognized and reclassification of Leasehold land recognized previously under finance leases
from property, plant and equipment.
349M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
Practical expedients applied:
In applying Ind AS 116 for the first time, the Group has used the following practical expedients permitted by
the standard:
(a) applied a single discount rate to a portfolio of leases with reasonably similar characteristics (i.e. a similar
remaining lease term for a similar class of underlying asset in a similar economic environment).
(b) elected not to apply the requirements of recognizing lease liabilities and right to use assets for which the
lease term ends within 12 months of the date of transition to Ind AS. Instead, the Group accounted these
leases as if they were short term leases and have accounted these lease payments as an expense on either
a straight-line basis over the lease term or another systematic basis.
(c) elected not to apply the requirements of recognizing lease liabilities and right to use assets for which the
underlying asset is of low value. Instead, the Group accounted these leases as if they were short term
leases and have accounted these lease payments as an expense on either a straight-line basis over the
lease term or another systematic basis.
(d) excluded initial direct costs from the measurement of the right to use assets at the date of transition to
Ind AS.
3. Investments in certain equity shares
On the date of transition to Ind AS, a first-time adopter can designate investments in certain equity shares of
certain entities i.e. other than subsidiaries, associates and joint arrangements, as instruments fair valued
through the other comprehensive income (FVOCI) or Fair value through Profit and loss (FVTPL).
Accordingly, the Group has opted to designate such equity investments as FVTPL.
350M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
Ind AS mandatory exceptions
1. Classification and measurement of financial assets
Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of
the facts and circumstances that exist at the date of transition to Ind AS. The Group has applied the above
requirement on transition date.
Footnotes to the Statement of Assets and Liabilities as at March 31, 2023 and Statement of Profit and Loss
(including other comprehensive income) for the year ended March 31, 2023.
A. Leases
Lease recognized as operating leases in previous GAAP The Group has adopted modified
retrospective method of Ind AS 116 and recognized the lease liabilities and right-to-use assets at
the date of transition to Ind AS i.e. April 01, 2021 on the leases existing at that date. Lease
liability recognized at fair value by measuring at present value of the remaining lease payments,
discounted using the incremental borrowing rate at the date of transition to Ind AS. Right to use
asset recognized an amount equal to the lease liability and security deposit of the respective
lease. Hence at the date of transition to Ind AS i.e. April 01, 2021, lease liability of Rs. 20.28
Million and right to use asset of Rs. 20.89 Million were recognized. This led to increase in
depreciation and interest expense by Rs. 5.55 Million and 1.66 Million respectively and decrease
in (reversal of) rent of Rs. 5.86 Million in the year ended March 31, 2022 and increase in
depreciation and interest expense by Rs. 6.66 Million and 1.52 Million respectively and decrease
in (reversal of) rent of Rs. 7.27 Million in the year ended March 31, 2023
B. Deferred tax
Indian GAAP requires deferred tax accounting using the income statement approach, which
focuses on differences between taxable profits and accounting profits for the period. Ind AS 12
requires entities to account for deferred taxes using the balance sheet approach, which focuses
on temporary differences between the carrying amount of an asset or liability in the balance sheet
and its tax base. The application of Ind AS 12 approach has resulted in recognition of deferred
tax on new temporary differences which was not required under Indian GAAP. In addition, the
various transitional adjustments lead to temporary differences. According to the accounting
policies, the Group has to account for such differences. Accordingly, deferred tax liability is
increased by 1.60 Million as at March 31, 2023, by 2.17 Million as at March 31, 2022 and by
1.05 Million as at April 01, 2021.The deferred tax charge (credit) is decreased by Rs. 1.12
Million in year ended March 31, 2022 and increased by Rs.0.58 Million in year ended March
31, 2023.
C. Fair valuation in certain financial assets
Under the Previous GAAP, investments in equity shares of entities not consolidated and mutual
funds were classified as long-term investments measured at cost less provision for other than
temporary diminution in the value. Under Ind AS, these investments have been fair valued
through the statement of profit or loss. This has increased the investment carrying value by by
INR 10.12 Million, INR 20.89 Million and INR 15.38 Million on April 1, 2021, March 31, 2022
and March 31, 2023 respectively as compared to IGAAP. Security Deposit and Earnest Money
Deposit have also been measured at Fair Value at the time of Ind AS adoption.
351M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
D. Actuarial gains and losses accounted through OCI
Under Ind AS, remeasurements i.e. actuarial gains and losses and the return on plan assets,
excluding amounts included in the net interest expense on the net defined benefit liability are
recognized in other comprehensive income instead of profit or loss. Under IGAAP, these
remeasurements were forming part of the profit or loss for the year. Accordingly, INR 3.71
Million (net of taxes 2.78 Million) and INR 3.53 Million (net of taxes 2.64 Million) has been
reclassified from the statement of profit and loss to statement of comprehensive income in 2022-
23 and 21-22 respectively. However, this adjustment has no impact on the total equity on the
transition date as well as March 31, 2023 and March 31, 2022.
E. Other comprehensive income
Under Indian GAAP, the Group has not presented other comprehensive income (OCI) separately.
Hence, it has reconciled Indian GAAP profit or loss to profit or loss as per Ind AS. Further,
Indian GAAP profit or loss is reconciled to total comprehensive income as per Ind AS.
F. Retained earnings
Retained earnings as at April 1, 2021 has been adjusted consequent to the Ind AS transition
adjustments.
352M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
29.1 Statement of Assets and Liabilities
As on
PARTICULARS Footnote No.
31st March 2023
IGAAP* Adjustments IND AS
ASSETS
Non-current assets
Property, plant and equipment 743.29 - 743.29
Capital work-in-progress 18.57 - 18.57
Intangible assets 33.17 - 33.17
Right to use assets A - 11.98 11.98
Financial assets
(i) Investments C 35.79 15.38 51.17
(ii) Loans 3.00 - 3.00
(iii) Other financial assets C 49.59 (5.11) 44.48
Total non-current assets 883.41 22.25 905.66
Current assets
Inventories 1,746.33 - 1,746.33
Financial assets
i) Trade receivables 1,192.15 - 1,192.15
ii) Cash and bank balances 981.99 - 981.99
iii) Bank balances other than (ii) above 274.09 - 274.09
iv) Loans 2.78 - 2.78
v) Other financial assets 3.15 - 3.15
Other current assets 481.72 - 481.72
Total current assets 4,682.21 - 4,682.21
Total assets 5,565.62 22.25 5,587.87
EQUITY AND LIABILITIES
Equity
Equity share capital 200.00 - 200.00
Other equity 1,604.28 7.05 1,611.33
Total equity 1,804.28 7.05 1,811.33
Non controling interest (9.64) - ( 9.64)
Non-current liabilities
Financial liabilities
i) Borrowings 892.70 - 892.70
ii) Lease liabilities A - 5.51 5.51
Deferred tax liabilities (net) B 48.22 1.60 49.82
Total non-current liabilities 940.92 7.11 948.03
Current liabilities
Financial liabilities
i) Borrowings 594.78 - 594.78
ii) Lease liabilities A - 8.09 8.09
iii) Trade payables
- (a) Total outstanding dues of micro
enterprises and small enterprises 130.92 - 130.92
- (b) Total outstanding dues of
creditors other than micro enterprises
and small enterprises 1,210.24 - 1,210.24
iv) Other financial liabilities 104.76 - 104.76
Short term provisions 127.99 - 127.99
Other current liabilities 661.37 - 661.37
Total current liabilities 2,830.06 8.09 2,838.15
Total equity and liabilities 5,565.62 22.25 5,587.87
- - -
*The IGAAP figures have been reclassified to conform to Ind AS presentation requirements for the
purposes of this
353M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
29.2 Statement of Profit and Loss (including other comprehensive income)
For the year ended
PARTICULARS Footnote No.
31st March 2023
IGAAP* Ajdustment IND AS
Income
Revenue From Operations 8,804.70 - 8,804.70
Other income C 82.95 2.39 85.34
Total income (I) 8,887.65 2.39 8,890.04
Expenses
Cost of materials consumed and operational expenses 6,563.38 - 6,563.38
(Increase)/Decrease in inventories of finished goods, stock in trade and work-in-
progress 116.39 - 116.39
Employee benefits expenses D 756.45 ( 3.71) 752.74
Finance costs A 190.27 1 .52 191.79
Depreciation and amortization expenses A 96.35 6 .66 103.01
Other expenses A&C 695.57 11.54 707.11
Total expenses (II) 8,418.41 16.01 8,434.42
Restated Profit before tax (I-II) 469.24 ( 13.62) 455.62
Tax expenses
Current tax 131.37 - 131.37
Deferred tax charge/(credit) B (4.87) ( 0.58) (5.45)
Total tax expense (IV) 126.50 ( 0.58) 125.92
Restated Profit for the year (III-IV) 3 42.74 (13.04) 3 29.70
Restated other comprehensive income/(loss)
Items that will not be reclassified to profit or loss
Re-measurement gain/ (loss) on defined benefit plans D - ( 3.71) (3.71)
Restated Other comprehensive income/(loss) for the year, net of tax (VI) - ( 3.71) (3.71)
-
Restated total comprehensive income for the year, net of tax (V-VI) 3 42.74 ( 16.75) 3 25.99
-
Less/(Add) Non Controlling Interest (12.00) - (12.00)
-
Total Comprehensive Income for the year (After Non Controling Interest) 3 54.74 (16.75) 3 37.99
*The IGAAP figures have been reclassified to conform to Ind AS presentation requirements for the purposes of this note.
354M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
30 Material Consumed
Particulars For the year For the year For the year
ended ended ended
31 March 2025 31 March 2024 31 March 2023
HR Coils 0.72 6.19 21.69
HR Plates 2,179.22 1,880.73 1,877.50
Sheeting 2,444.26 1,825.51 2,761.32
Other Steel 529.68 751.80 446.24
Other material 823.45 681.32 829.17
Total material consumed 5,977.33 5,145.55 5,935.92
31 Contingent Liability
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Outstanding Bank Guarantees and bond 1,033.10 1,123.82 820.17
Total contingent liability 1,033.10 1,123.82 820.17
Capital Commitments
Estimated amount of contracts remaining to be executed on
capital account and not provided for 45.67 61.20 46.48
Total capital commitments 45.67 61.20 46.48
*BankGuaranteesconsistsonAdvanceBankGuarantees(ABG)andPerfomanceBankGuarantees(PBG)issuedby
thebankonbehalfoftheCompanyinfavourofitscustomers.TheAdvanceBankguaranteesareissuedwhenweare
securing our advance against the order. The same is cancelled when prorata supply is made. Performance bank
guaranteesareissuedtosecuretheperformanceagainstthejobanditisnormallyissuedattheendoftheproject
against satisfactory performance and normally has a validity for a year.
32 Value Of Imports On C.I.F. Basis During The Year/Period
Particulars For the year For the year For the year
ended ended ended
31 March 2025 31 March 2024 31 March 2023
(i) Raw Materials 2,043.98 1,717.18 1,078.86
(ii) Components – spare parts 7.79 2.70 6.56
(iii) Capital Goods 34.18 36.61 18.31
Total value of imports on C.I.F basis during the year/period 2,085.95 1,756.49 1,103.73
33 Earning In Foreign Currency On Account Of
Particulars For the year For the year For the year
ended ended ended
31 March 2025 31 March 2024 31 March 2023
Earning in foreign exchange
–Export Sales 310.12 158.62 421.56
Total earning in foreign currency 310.12 158.62 421.56
34 Expenditure In Foreign Currency On Account Of
Particulars For the year For the year For the year
ended ended ended
31 March 2025 31 March 2024 31 March 2023
Expenditure in foreign currency :
– Foreign Travelling 15.79 5.32 4.76
– Interest 56.74 46.70 21.40
– Others 37.60 4.73 10.27
Total expenditure in foreign currency 110.13 56.75 36.43
355M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
Note 35: Additional regulatory disclosures as per Schedule III of Companies Act. 2013
I. The Group does not have any investment property.
II. As per the Group's accounting policy, Property, Plant and Equipment and intangible assets are
carried at historical cost (less accumulated depreciation & impairment, if any), hence the revaluation
related disclosures required as per Additional Regulatory Information of Schedule III (revised) to
the Companies Act, is not applicable.
III. No proceedings have been initiated or pending against the Company for holding any Benami
property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made
thereunder.
IV. The Group has adhered to debt repayment and interest service obligations on time. Wilful defaulter
related disclosures required as per Additional Regulatory Information of Schedule III (revised) to
the Companies Act, is not applicable.
V. Details of transactions with struck off companies: (in INR)
Nature of Relationship Purchase/ (Payment)/
Balance Balance Balance
Name of transactions with the
Sr. Transactions outstanding outstanding outstanding (Sales) Receipt
Struck off with struck struck off
No. with as on as on as on
company off company, if
31/03/2025 31/03/2024 31/03/2023
companies any.
M & B Indra Infra
1 engineering Steels Private Contractor Vendor 2,528 2,528 2,528 - -
Limited Limited
Phenix
Kinjal
Building
Infrastructure Erection
2 Solutions Vendor 2,34,764 2,34,764 2,34,764 - -
Private Service
Private
Limited
Limited
Phenix
R. S.
Building
Technocrate Erection
3 Solutions Vendor 30,034 30,034 30,034 - -
Private Service
Private
Limited
Limited
Phenix
Dreizack India
Building
Construction Erection
4 Solutions Vendor 18,039 18,039 18,039 - -
Private Service
Private
Limited
Limited
356M & B ENGINEERING Limited
Corporate Identification Number: U45200GJ1981PLC004437
Notes to the Restated Consolidated Financial Statements
VI. All applicable cases where registration of charges or satisfaction is required to be filed with Registrar
of Companies have been filed. No registration or satisfaction is pending at the year ended March 31,
2025.
VII. The Group has complied with the number of layers prescribed under clause (87) of Section 2 of the
Companies Act, 2013 read with Companies (Restriction on number of Layers) Rules, 2017.
VIII. The Group has not advanced or loaned or invested funds to any other person(s) or entity(ies),
including foreign entities (Intermediaries) with the 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 (ultimate beneficiaries) or
b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiary.
IX. The Group have not received any fund from any person(s) or entity(ies), including foreign entities
(Funding Party) with the understanding (whether recorded 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 Party (Ultimate Beneficiaries) or
b) Provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
X. The Group has not operated in any crypto currency or virtual currency transactions.
XI. During the year the Group has not disclosed or surrendered, any income other than the income
recognised in the books of accounts in the tax assessments under Income Tax Act, 1961.
357M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
36 Fair Value Measurements:
A Accounting Classification and Fair Values
As at 31 March 2025
Carrying Value Fair Value
Particulars Amortised
At Cost Cost FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Investments - - 51.06 - 51.06 51.06 - - 51.06
Loans - 5.63 - - 5.63 - 5.63 - 5.63
Trade Receivables - 1,923.57 - - 1,923.57 - 1,923.57 - 1,923.57
Cash and Bank Balances - 296.35 - - 296.35 - 296.35 - 296.35
Other Bank Balances - 551.80 - - 551.80 - 551.80 - 551.80
Other Financial Assets - 51.24 - - 51.24 - 51.24 - 51.24
Total Financial Assets - 2,828.59 51.06 - 2,879.65 51.06 2,828.59 - 2,879.65
- -
Borrowings (Incl. Current Maturities) - 1,861.33 - - 1,861.33 - 1,861.33 - 1,861.33
Lease Liabilities - 46.45 - - 46.45 - 46.45 - 46.45
Trade Payable - 2,266.43 - - 2,266.43 - 2,266.43 - 2,266.43
Other Financial Liabilities - 153.94 - - 153.94 - 153.94 - 153.94
Total Financial Liabilities - 4,328.15 - - 4,328.15 - 4,328.15 - 4,328.15
As at 31 March 2024
Carrying Value Fair Value
Particulars Amortised
At Cost Cost FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Investments - - 68.99 - 68.99 68.99 - - 68.99
Loans - 7.56 - - 7.56 - 7.56 - 7.56
Trade Receivables - 1,389.60 - - 1,389.60 - 1,389.60 - 1,389.60
Cash and Bank Balances - 734.41 - - 734.41 - 734.41 - 734.41
Other Bank Balances - 257.91 - - 257.91 - 257.91 - 257.91
Other Financial Assets - 37.57 - - 37.57 - 37.57 - 37.57
Total Financial Assets - 2,427.05 68.99 - 2,496.04 68.99 2,427.05 - 2,496.04
- -
Borrowings (Incl. Current Maturities) - 2,048.42 - - 2,048.42 - 2,048.42 - 2,048.42
Lease Liabilities - 6.44 - - 6.44 - 6.44 - 6.44
Trade Payable - 933.14 - - 933.14 - 933.14 - 933.14
Other Financial Liabilities - 124.49 - - 124.49 - 124.49 - 124.49
Total Financial Liabilities - 3,112.49 - - 3,112.49 - 3,112.49 - 3,112.49
As at 31 March 2023
Carrying Value Fair Value
Particulars Amortised
At Cost Cost FVTPL FVTOCI Total Level 1 Level 2 Level 3 Total
Investments - - 51.17 - 51.17 51.17 - - 51.17
Loans - 5.78 - - 5.78 - 5.78 - 5.78
Trade Receivables - 1,192.15 - - 1,192.15 - 1,192.15 - 1,192.15
Cash and Bank Balances - 981.99 - - 981.99 - 981.99 - 981.99
Other Bank Balances - 274.09 - - 274.09 - 274.09 - 274.09
Other Financial Assets - 47.63 - - 47.63 - 47.63 - 47.63
Total Financial Assets - 2,501.64 51.17 - 2,552.81 51.17 2,501.64 - 2,552.81
- -
Borrowings (Incl. Current Maturities) - 1,487.48 - - 1,487.48 - 1,487.48 - 1,487.48
Lease Liabilities - 13.60 - - 13.60 - 13.60 - 13.60
Trade Payable - 1,341.16 - - 1,341.16 - 1,341.16 - 1,341.16
Other Financial Liabilities - 104.76 - - 104.76 - 104.76 - 104.76
Total Financial Liabilities - 2,947.00 - - 2,947.00 - 2,947.00 - 2,947.00
B Measurement of Fair Values
i Investments in Associate and Subsidiaries
Investments in Associate and Subsidiaries have been accounted at historical cost. Since these are scoped out of Ind AS 109 for the purposes of measurement, the same have not been disclosed under fair value classification.
ii Financial Instrument measured at Amortised Cost
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are reasonable approximation of their fair values since the company does not anticipate that the carrying
amounts would be significantly different from the values that would eventually be received or settled.
iii Levels 1, 2 and 3 : Valuation Techniques and Key Inputs
Level 1 : It includes Investment that has a quoted price and which are actively traded on the stock exchanges. It is being valued using the closing price as at the reporting period on the stock exchanges.
Level 2: The fair value of financial instruments that are not traded in an active market is determined using valuation techniques which maximise 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.
iv There have been no transfers between Level 1, 2 and 3 during the years.
358M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
37 Financial Risk Management
The Company’s financial liabilities comprise mainly of borrowings, trade and other payables and financial assets comprise mainly of investments, Cash and Bank Balances, other balances with banks, loans, trade and other
receivables.
The Company is exposed to Market risk, Credit risk and Liquidity risk. The Board of the Company monitors the risk as per risk management policy. Further they also have oversight in the area of financial risks and controls.
The following disclosures summarize the Company’s exposure to financial risks. Quantitative sensitivity analysis have been provided to reflect the impact of reasonably possible changes in market rates on the financial results,
cash flows and financial position of the Company.
A 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 risks: interest rate risk, currency risk and other price
risk. Financial instruments affected by market risk includes borrowings, investments, trade payables, trade receivables and loans.
Within the various methodologies to analyse and manage risk, Company has implemented a system based on “sensitivity analysis” on symmetric basis. This tool enables the risk managers to identify the risk position of the entities.
Sensitivity analysis provides an approximate quantification of the exposure in the event that certain specified parameters were to be met under a specific set of assumptions. The risk estimates provided here assume:
- a parallel shift of 100-basis points of the interest rate yield curves in major currencies.
- a simultaneous, parallel foreign exchange rates shift in which the INR appreciates / depreciates against all currencies by 5%
- 10% increase / decrease in prices of all investments traded in an active market, which are classified as financial asset measured at FVTPL.
The potential economic impact, due to these assumptions, is based on the occurrence of adverse / inverse market conditions and reflects estimated changes resulting from the sensitivity analysis. Actual results that are included in
the Statement of profit and loss may differ materially from these estimates due to actual developments in the global financial markets.
The analyses exclude the impact of movements in market variables on the carrying values of gratuity and other post-retirement obligations and provisions.
The following assumption has been made in calculating the sensitivity analysis:
The sensitivity of the relevant statement of profit or loss item is the effect of the assumed changes in respective market risks. This is based on the financial assets and financial liabilities held at 31 March 2025, 31 March 2024 and
31 March 2023.
i Interest Rate Risk
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. Summary of interest bearing financial assets and financial liabilities has been
provided below:
Particulars 31 March 2025 3A 1s Mat arch 2024 31 March 2023
Financial Assets
Loans 5.63 7.56 5.78
Security Deposits 46.61 35.20 44.48
Total 52.24 42.76 50.26
Financial Liabilities
Borrowings (Including current maturities) 1,861.33 2,048.42 1,487.48
Lease Liability 46.45 6.44 13.60
Total 1,907.78 2,054.86 1,501.08
Interest Rate Sensitivity
Profitorlossissensitivetohigher/lowerinterestexpensefromborrowingsasaresultofchangeininterestrates.Thefollowingtabledemonstratesthesensitivityoffloatingratefinancialinstrumentstoareasonablypossible
changeininterestrates.Theriskestimatesprovidedassumeaparallelshiftof100basispointsinterestrateacrossallyieldcurves.Thiscalculationalsoassumesthatthechangeoccursatthebalancesheetdateandhasbeen
calculated based on risk exposures outstanding as at that date. The period end balances are not necessarily representative of the average debt outstanding during the period.
Impact on Profit after Tax
Particulars 31 Y Mea ar r ce hn d 2e 0d 25 31 Y Mea ar r ce hn d 2e 0d 24 31 Y Mea ar r ce hn d 2e 0d 23
Increase in 100 basis points (13.89) (15.06) (10.86)
Decrease in 100 basis points 13.89 15.06 10.86
B Credit Risk
Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Company is exposed to credit risk primarily trade receivables, loans and other
financial assets including deposits with banks. Credit risk arising from trade receivables is managed in accordance with the Company’s established policy, procedures and control relating to customer credit risk management.
Trade Receivables
CustomercreditriskismanagedbyeachbusinessunitsubjecttotheCompany’sestablishedpolicyandprocedures.Tradereceivablesarenon-interestbearing.HistoricalexperienceofcollectingreceivablesoftheCompanyis
supported by low level of past default and hence the credit risk is perceived to be low.
Reconciliation of loss allowance provision – Trade receivables
Particulars As at As at As at
31 March 2025 31 March 2024 31 March 2023
Loss allowance as at beginning of the year/period - - -
Changes in Loss allowance - - -
Loss allowances as at end of the year/period - - -
Financial instruments and cash deposits
CreditriskfrombalanceswithbanksandfinancialinstitutionsismanagedbytheCompany'sfinancedepartmentinaccordancewiththeCompany’spolicy.Investmentsofsurplusfundsaremadeonlywithapprovedcounterparties.
Credit risk arising from these financial assets is perceived to be very low.
Other financial assets
This comprises mainly of deposits, Loans to employees and other receivables. Credit risk arising from these financial assets is limited.
359M & B Engineering Limited
Corporate Identification Number : U45200GJ1981PLC004437
(All amounts in INR Millions, except per share data and if otherwise stated)
Notes to Restated Consolidated Financial Statements
C Liquidity Risk
LiquidityriskistheriskthattheCompanywillencounterdifficultyinraisingfundstomeetcommitmentsassociatedwithfinancialinstrumentsthataresettledbydeliveringcashoranotherfinancialasset.Liquidityriskmayresult
fromaninabilitytosellafinancialassetquicklyatclosetoitsfairvalue.TheCompany'sobjectiveisto,atalltimesmaintainoptimumlevelsofliquiditytomeetitscashandcollateralrequirements.TheCompanycloselymonitors
its liquidity position and deploys a robust cash management system. It maintains adequate sources of financing from both banks and financial institutions at an optimised cost.
Thetablebelowanalysisnon-derivativefinancialliabilitiesoftheCompanyintorelevantmaturitygroupingsbasedontheremainingperiodfromthereportingdatetothecontractualmaturitydate.Theamountsdisclosedunderthe
ageing buckets are the contractual undiscounted cash flows and includes contractual interest payments.
(INR in Millions)
Particulars C aa mr or uyi nn tg Less than 12 months More than 12 months Total
As at 31 March 2025
Financial Liabilities
Borrowings 1,861.33 1,319.20 542.13 1,861.33
Trade Payables 2,266.43 2,256.36 10.07 2,266.43
Other Financial Liabilities 153.94 153.94 - 153.94
Total 4,281.70 3,729.50 552.20 4,281.70
As at 31 March 2024
Financial Liabilities
Borrowings 2,048.42 1,609.59 438.83 2,048.42
Trade Payables 933.14 927.35 5.79 933.14
Other Financial Liabilities 124.49 124.49 - 124.49
Total 3,106.05 2,661.43 444.62 3,106.05
As at 31 March 2023
Financial Liabilities
Borrowings 1,487.48 594.78 892.70 1,487.48
Trade Payables 1,341.16 1,339.68 1.48 1,341.16
Other Financial Liabilities 104.76 104.76 - 104.76
Total 2,933.40 2,039.22 894.18 2,933.40
ThefollowingtabledetailstheCompany'sexpectedmaturityforitsnon-derivativefinancialassets.Thetablehasbeendrawnupbasedontheundiscountedcontractualmaturitiesofthefinancialassets.Theinclusionof
information on non-derivative financial assets is necessary in order to understand the Entity’s liquidity risk management as the liquidity is managed on a net asset and liability basis.
(INR in Millions)
Particulars C amar or uy nin t g Less than 12 months More than 12 months Total
As at 31 March 2025
Financial Assets
Investments 51.06 - 51.06 51.06
Loans 5.63 2.63 3.00 5.63
Trade Receivables 1,923.57 1,636.90 286.67 1,923.57
Cash and Bank Balances 296.35 296.35 - 296.35
Other Bank Balances 551.80 551.80 - 551.80
Other Financial Assets 51.24 4.63 46.61 51.24
Total 2,879.65 2,492.31 387.34 2,879.65
As at 31 March 2024
Financial Assets
Investments 68.99 - 68.99 68.99
Loans 7.56 4.56 3.00 7.56
Trade Receivables 1,389.60 1,129.32 260.28 1,389.60
Cash and Bank Balances 734.41 734.41 - 734.41
Other Bank Balances 257.91 257.91 - 257.91
Other Financial Assets 37.57 2.37 35.20 37.57
Total 2,496.04 2,128.57 367.47 2,496.04
As at 31 March 2023
Financial Assets
Investments 51.17 - 51.17 51.17
Loans 5.78 2.78 3.00 5.78
Trade Receivables 1,192.15 1,109.92 82.23 1,192.15
Cash and Bank Balances 981.99 981.99 - 981.99
Other Bank Balances 274.09 274.09 - 274.09
Other Financial Assets 47.63 3.15 44.48 47.63
Total 2,552.81 2,371.93 180.88 2,552.81
38 Capital Management
The Company's objectives when managing capital are to:
- safeguard their ability to continue as a going concern, so that they can continue to provide returns for shareholders and benefits for other stakeholders, and maintain an optimal capital structure to reduce the cost of capital.
The Company monitors capital using a ratio of ‘adjusted net debt’ to ‘adjusted equity’. For this purpose, adjusted net debt is defined as total borrowings, less Cash and Bank Balances. Adjusted equity comprises all component of
equity. The company's adjusted net to debt equity ratio is as follows:
(INR in Millions)
Particulars ############ 31 March 2024 31 March 2023
Total Borrowings 1,861.33 2,048.42 1,487.48
Less: Cash and Bank Balances 296.35 734.41 981.99
Adjusted Net debt 1,564.98 1,314.01 505.49
Total Equity 3,065.34 2,330.32 1,805.12
Adjusted Net debt to equity ratio 51.05% 56.39% 28.00%
As per our report of even date For and on behalf of Board of Directors
For Talati & Talati LLP
Chartered Accountants
(Firm Reg. No : 110758W/W100377) Chirag Hasmukhbhai Patel Malav Girishbhai Patel
Joint Managing Director Joint Managing Director
DIN: 00260514 DIN: 00260602
Umesh Talati Pankaj Naresh Mayur Satishbhai Patel
(Partner) Chief Executive Officer Chief Executive Officer
Membership Number : 034834
Keyur Bachubhai Shah Palak Dilipbhai Parekh
Chief Financial Officer Company Secretary
Place : Ahmedabad Place : Ahmedabad
Date : July 14, 2025 Date : July 14, 2025
360OTHER FINANCIAL INFORMATION
Accounting Ratios
The details of accounting ratios derived from our Restated Consolidated Financial Statements required to be disclosed under
the SEBI ICDR Regulations are set out below:
(in ₹, except share data)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Earnings per Equity Share
- Basic Earnings per share (in ₹) 15.41 9.17 6.82
- Diluted Earnings per share (in ₹) 15.41 9.17 6.82
RoNW (in %) 25.13% 19.58% 18.22%
NAV per Equity Share (in ₹) 61.31 46.61 36.10
EBITDA (in ₹ million) 1,263.77 796.22 664.30
Notes:
1. Basic EPS (₹) = Basic earnings per share are calculated by dividing the restated profit for the year by the weighted average number of Equity Shares
outstanding during the year.
2. Diluted EPS (₹) = Diluted earnings per share are calculated by dividing the restated profit for the year by the weighted average number of Equity Shares
outstanding during the year.
3. Return on net worth (RoNW) is calculated as restated profit for the year divided by total equity.
4. Net asset value per equity share is calculated as total equity (excluding non-controlling interest) divided by Number of equity shares outstanding at the
end of the year.
5. EBITDA is calculated as restated profit for the year minus other income plus finance costs, depreciation and amortisation expense and total tax expense.
In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of our Company and its Material
Subsidiary as at and for the Fiscals 2025, 2024 and 2023 are available on our website at www.mbel.in.
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 and reports thereon do not constitute, (i) a part of the Draft Red Herring
Prospectus; or (ii) the Red Herring Prospectus or (iii) this 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 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 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 any entity in which our Shareholders have significant
influence and should not be relied upon or used as a basis for any investment decision. None of the entities specified above, nor
any of their advisors, nor the BRLMs, nor the Selling Shareholders, 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.
Reconciliation of non-GAAP measures
Reconciliation for the following non-GAAP financial measures included in this section, is set out below:
Reconciliation of Restated Profit for the year to EBITDA and EBITDA Margin
The table below reconciles restated profit for the year to EBITDA. EBITDA is calculated as profit for the year minus other
income plus finance costs, depreciation and amortisation expense and total tax expense, while EBITDA Margin is calculated
as EBITDA divided by revenue from operations.
(₹ million, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Profit for the year (I) 770.47 456.34 328.92
Other income (II) 83.35 132.00 85.34
Finance costs (III) 199.58 230.58 191.79
Depreciation and amortization expense (IV) 125.18 88.80 103.01
Total tax expense (V) 251.89 152.50 125.92
EBITDA (VI = I-II+III+IV+V) 1,263.77 796.22 664.30
Revenue from operations (VII) 9,885.54 7,950.60 8,804.70
EBITDA Margin (%) (VIII) = (VI/VII) 12.78% 10.01% 7.54%
361Reconciliation of total equity to net asset value per equity share
The table below reconciles total equity to net asset value per equity share. Net asset value per equity share is calculated as total
equity (excluding non-controlling interest) divided by Number of equity shares outstanding at the end of the year.
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Total equity (excluding non-controlling interest) (I) (₹ million) 3,065.34 2,330.32 1,805.12
Number of equity shares outstanding at the end of the year (II) 50,000,000 5,00,00,000 5,00,00,000
Net Asset Value per equity share (III) = (I/II) (₹ per equity share) 61.31 46.61 36.10
Related Party Transactions
For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e. Ind AS 24
‘Related Party Disclosures’ for Fiscals 2025, 2024 and 2023, read with the SEBI ICDR Regulations, and as reported in the
Restated Consolidated Financial Statements, see “Restated Consolidated Financial Statements - Note 28 on page 339.
362MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our Restated
Consolidated Financial Statements on page 300.
Our Company’s financial year commences on April 1 and ends on March 31 of the immediately subsequent year, and references
to a particular fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the
context otherwise requires, the financial information for Fiscal 2025, Fiscal 2024, and Fiscal 2023, included herein is based
on or derived from our Restated Consolidated Financial Statements included in this Prospectus. For further information, see
“Restated Consolidated Financial Statements” beginning on page 300. Please also refer to “Definitions and Abbreviations”
on page 1 for certain terms used in this section. The Restated Consolidated Financial Statements is based on our audited
financial statements and is restated in accordance with the Companies Act, 2013, and the SEBI ICDR Regulations. Our audited
financial statements are prepared in accordance with Indian Accounting Standards, which differs in certain material respects
with IFRS and U.S. GAAP. For details, see “Risk Factors – Certain differences exist between Ind AS used to prepare our
financial information and other accounting principles, such as US GAAP and IFRS which may affect investors’ assessments of
our Company’s financial condition” on page 72.
This Prospectus also contains certain forward-looking statements that involve risks, assumptions, estimates and uncertainties.
Our actual results could differ from those anticipated in these forward- looking statements as a result of certain factors,
including the considerations described below and elsewhere in this Prospectus. See “Forward-Looking Statements” on page
17.
Unless the context otherwise requires, in this section, references to “we”, “us”, “our” “our Company” or “the Company”
refers to M&B Engineering Limited and its Subsidiaries on a consolidated basis.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled
“Assessment of Pre-engineered buildings, structural steel and self-supported roofing industries” dated July, 2025 (the
“CRISIL Report”) which is exclusively prepared for the purpose of the Offer and issued by CRISIL Intelligence, a division of
CRISIL Limited (“CRISIL”) and is exclusively commissioned for an agreed fee and paid for by the Company in connection
with the Offer. CRISIL was appointed pursuant to the engagement letter entered into with our Company dated June 17, 2025.
CRISIL is not related in any other manner to our Company. The data included herein includes excerpts from the CRISIL Report
and may have been re-ordered by us for the purposes of presentation. Further, the CRISIL Report was prepared on the basis
of information as of specific dates and opinions in the CRISIL Report may be based on estimates, projections, forecasts and
assumptions that may be as of such dates. CRISIL has prepared this study in an independent and objective manner, and it has
taken all reasonable care to ensure its accuracy and has further advised that it has taken due care and caution in preparing
the CRISIL Report based on the information obtained by it from sources which it considers reliable. 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 calendar year. A copy of the CRISIL Report was made
available on the website of our Company at www.mbel.in from the date of the Red Herring Prospectus until the Bid/ Offer
Closing Date. Further, the CRISIL Report is not a recommendation to invest or disinvest in any company covered in the report.
Prospective investors are advised not to unduly rely on the CRISIL Report. The views expressed in the CRISIL Report are that
of CRISIL. For more information and risks in relation to commissioned reports, see “Risk Factors – Certain sections of this
Prospectus contain information from the CRISIL Report which we commissioned and purchased and any reliance on such
information for making an investment decision in the Offer is subject to inherent risks” on page 67. Also see, “Certain
Conventions, Presentation of Financial, Industry and Market Data – Industry and Market Data” on page 15.
OVERVIEW
For details in relation to our business overview, strengths, strategies and business operations, please see “Our Business”
beginning on page 204.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS
The results of our operations and our financial conditions are affected by numerous factors and uncertainties, many of which
may be beyond our control, including as discussed in “Our Business” and “Risk Factors”, beginning on pages 204 and 28. Set
forth below is a discussion of certain factors that we believe may be expected to have a significant effect on our financial
condition and results of operations:
Demand for PEBs and Self-Supported Steel Roofing Solutions
We are one of India’s leading Pre-Engineered Buildings (“PEBs”) players (installed capacity being greater than 100,000
MTPA). Our Company has installed capacity of 103,800 MTPA related to PEB structures and 1,800,000 square metres per
annum for Self-Supported Roofing solutions as on March 31, 2025. (Source: CRISIL Report). We believe that we have been
363able to achieve such leadership position by leveraging on our comprehensive suite of services and integrated manufacturing
facilities, ability to deliver solutions, strong focus on customer service and our well-established execution track record of over
9,500 projects. We believe that our leadership position offers us competitive advantages such as reduced costs due to economies
of scale and better pricing power.
As per the CRISIL Report, Indian PEB industry expanded at a CAGR of ~8.3% over Fiscals 2019-2025, growing from ₹ 130
billion in Fiscal 2019 to ₹ 210 billion in Fiscal 2025. The medium-term outlook is optimistic, with the industry growing at a
strong 9.5-10.5% CAGR between Fiscals 2025 and 2030 to ₹330-345 billion, supported by investments in the industrial and
infrastructure sectors, such as warehouses and logistics as well as expressways (wayside amenities and toll plazas) (Source:
CRISIL Report).
While the PEB market is projected to see growth, it is also subject to a number of key challenges, including:
(i) Vulnerability to fluctuations in raw material prices;
(ii) Transportation challenges;
(iii) Necessity for additional safeguards to withstand natural disasters;
(iv) Medium capital outlay and fragmented industry;
(v) Design limitations; and
(vi) Limited knowledge and lack of skilled manpower. (Source: CRISIL Report)
As per the CRISIL Report, the self-supported roofing market in India logged a CAGR of 6.1% between Fiscals 2019 and 2025.
This increase in demand can be attributed to growth in infrastructure and industrial segments, which are the major end use
segment of self-supported roofing in India, witnessing construction spends of ₹ 24 trillion and ₹ 4 trillion in Fiscals 2021 and
2025, respectively (Source: CRISIL Report). Increased investments in railways in India also contributed to the growth as self-
supported roofing is finding applications at railways stations and sheds, owing to their durability (Source: CRISIL Report). As
per the CRISIL Report, the self-supported roofing market in India is estimated to moderately grow 5-7% between Fiscals 2025
and 2030, on the back of sustained investments in infrastructure and industrial segments as well as increasing awareness of the
benefits of self-supported roofing.
We intend to leverage our market leadership position, customer relationships, expertise, infrastructure and skilled manpower to
capitalize on these market opportunities. However, if the PEB industry and the self-supported steel roofing solutions industry
fails to sustain or increase its adoption, our business and results of operations may be adversely affected.
Relationships with customers and dependence on certain customer groups
Over the period of our operations, we have executed over 9,500 projects and have established long-term relationships with our
diverse set of customers across industries we cater to. We believe that our ability to address the varying and stringent customer
requirements over long periods enables us to obtain additional business from existing clients as well as new clients. Through
both our Phenix Division and Proflex Division, we provide our products and services to a diverse range of customers operating
across varied industries. Some of our customers include Adani Green Energy Limited, Adani Ports and Special Economic Zone
Limited, Adani Logistics Limited, AIA Engineering Limited, Alembic Pharmaceuticals Limited, Tata Advanced Systems
Limited, Balaji Wafers Private Limited, Elecon Engineering Co Limited, Gujarat Tea Processors and Packers Limited, Intas
Pharmaceuticals Limited, Lubi Industries LLP, PSP Projects Limited, Everest Food Products Private Limited, Arvind Limited,
Inductotherm (India) Private Limited, Haldiram Foods International Private Limited, SMC Power Generation Limited, Oriental
Rubber Industries Limited, Shree Ram Industries, Satyam Plastfab Private Limited and Laxmi Hydraulics Private Limited.
We believe our customer relationships are primarily led by our ability to develop processes, meet stringent quality and technical
specifications and complete the designing, manufacturing, erection and installation for our customers in a timely and cost-
effective manner. As a result, we have a history of high customer retention and have been providing services for certain
customers for a number of years. We believe that such long-term association with our customers offers us competitive
advantages such as revenue visibility, industry goodwill, a deep understanding of the requirements of our customers and is a
testament to the quality of our products and services. Our revenues from repeat orders from customers for Fiscal 2025, Fiscal
2024, and Fiscal 2023 is as set out below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenues from repeat customers* (in ₹ million) 5666.87 5,824.51 5,776.98
Revenues from repeat customers as % of our consolidated revenues from operations 57.32% 73.26% 65.61%
* Revenues from repeat customers is revenues from customers and/ or customer groups where our Company would have recognized revenues from such
customer and/ or customer groups in at least one fiscal during the last three fiscals preceding the fiscal for which the data is being disclosed.
364The table set forth below provides the revenue contribution and revenue contribution as a percentage of our revenue from
operations of our largest customer group, our top 5 customer groups and our top 10 customer groups, for Fiscal 2025, Fiscal
2024, and Fiscal 2023:
Customers Fiscal 2025 Fiscal 2024 Fiscal 2023
Revenue As a percentage Revenue As a percentage Revenue As a percentage
contribution of the revenue contribution of the revenue contribution of the revenue
(In ₹ from operations (In ₹ from operations (In ₹ from operations
millions) (%) millions) (%) millions) (%)
Largest customer group 1,454.33 14.71% 1,014.07 12.75% 1,614.65 18.34%
Top 5 customer groups 4,214.80 42.64% 2,857.43 35.94% 3,063.57 34.79%
Top 10 customer groups 5,425.68 54.89% 3,681.09 46.30% 4,121.49 46.81%
We expect that we will continue to be reliant on certain customers for the foreseeable future. Accordingly, any failure to retain
these customers and/or negotiate and execute contracts with such customers on terms that are commercially viable, could
adversely affect our business, financial condition and results of operations. In addition, any defaults or delays in payments by
a major customer or insolvency or financial distress of any major customer may have an adverse effect on business, financial
condition and results of operations.
Our ability to execute and expand our order book
As of June 30, 2025, we had an order book of ₹8,428.38 million. Set out below is the split of our order book from our Phenix
Division and Proflex Division, as of June 30, 2025, March 31, 2025, March 31, 2024, and March 31, 2023:
Division Order book Order book Order book Order book
contribution (in ₹ contribution (in ₹ contribution (in ₹ contribution (in ₹
million) as of June million) as of March million) as of March million) as of
30, 2025 31, 2025 31, 2024 March 31, 2023
Phenix Division 6,335.66 6,129.93 4,378.47 3,206.35
Proflex Division 2,092.72 1,898.78 1,528.27 1,071.48
Total 8,428.38 8,028.71 5,906.74 4,277.83
The growth of our order book is a cumulative indication of the revenues that we expect to recognise in future periods with
respect to our existing orders. We cannot assure you that the income anticipated in our order book will be realised or if realised,
will be realised on time or result in profits. The number of orders we have received in the past, our existing order book and our
growth rate may not be indicative of the number of orders we will receive in the future.
The completion of our orders involves various execution risks including delay or disruption in supply of raw materials,
unanticipated cost increases, force majeure events, time and cost overruns, geo-political issues and operational hazards and
therefore, we may not always be able to execute our projects within the scheduled time. In the event of any disruptions while
executing our projects, due to natural or man-made disasters, workforce disruptions, fire, explosion, failure of machinery, or
any social, political or economic disturbances or civil disruptions in or around the jurisdictions where such projects are located,
our ability to execute our projects may be adversely affected. For details, see “Risk Factors- Our current order book and our
growth rate may not be indicative of the orders we will receive in future. Any delays, modifications in execution, modifications
or cancellations of our orders expose us to revenue volatilities adversely impacting our revenue from operations, cash flows
and financial conditions” on page 39.
Capacity Utilization of our Manufacturing Facilities and ability to expand our pan-India manufacturing presence
The table below sets forth the installed production capacity and the capacity utilization of our Sanand Facility and our Cheyyar
Facility for Fiscal 2025, Fiscal 2024, and Fiscal 2023:
Facility and Units As of and for the year ended March 31, As of and for the year ended March 31, As of and for the year ended March 31,
Product 2025 2024 2023
Segment Annual Actual Capacity Annual Actual Capacity Annual Actual Capacity
Installed Production Utilization** Installed Production Utilization** Installed Production Utilization**
Capacity* Capacity* Capacity*
Sanand MTPA 72,000.00 45,556.49 63.27% 72,000.00 41,845.30 58.12% 72,000.00 43,483.19 60.39%
Facility-Pre-
Engineered
Buildings
Cheyyar MTPA 31,800.00 6,323.21 23.34%*** NA# NA# NA# NA# NA# NA#
Facility
As certified by Chetan Brahmania, Chartered Engineer, by way of certificate dated July 16, 2025.
Note: Installed capacity and actual production indicate the capacity for production of pre-engineered buildings which generally determines the overall capacity
of the manufacturing facility. This does not include the individual capacity for manufacturing specific primary and secondary structural components for pre-
engineered buildings, structural steel components such as beams, channels, hollow sections which generally form part of the pre-engineered buildings.
365* It is assumed operations of 365 days a year and 3-shift operation of 8 hours a day for calculation of Installed Capacity of respective facilities of the
Company.
# Our Cheyyar Facility was commissioned on May 23, 2024, with an existing capacity of 31,800 MTPA.
** Capacity utilization has been calculated on the basis of actual production during the relevant fiscal year divided by the aggregate installed capacity of
relevant manufacturing facilities as of the end of the relevant fiscal year.
***Capacity utilization for the Cheyyar facility for the year ended March 31, 2025 has been calculated by dividing the actual production for the period by
85% of the annualized installed capacity.
Our Proflex Division operates a fleet of 14 mobile manufacturing units which allows us to address our customers in a wide
geographic expanse. Each of our mobile manufacturing unit is equipped with a panel manufacturing machine, a telescopic crane
and other ancillary equipment. The installed capacity and capacity utilization for our mobile manufacturing units for Fiscal
2025, Fiscal 2024, and Fiscal 2023 respectively are set out below:
Product Units As of and for the year ended March 31,
Segment As of and for the year ended March 31, As of and for the year ended March 31, As of and for the year ended March 31,
2025 2024 2023
Annual Actual Capacity Annual Actual Capacity Annual Actual Capacity
Installed Production Utilization Installed Production Utilization Installed Production Utilization
Capacity Capacity Capacity
Self- Square 18,00,000.00 12,38,735.00 68.82% 16,50,000.00 12,31,610.00 74.64% 16,50,000.00 13,66,744.00 82.83%
Supported meters
Roofings
As certified by Chetan Brahmania, Chartered Engineer, by way of certificate dated July 16, 2025.
As of March 31, 2025, our installed capacity for manufacturing of self-supported roofings was 1,800,000 square metres per
annum.
These figures are not indicative of future capacity utilisation rates, which is dependent on various factors, including availability
of raw materials, demand for our services, customer preferences, our ability to manage our inventory and implement our growth
strategies. Underutilisation of our manufacturing capacities over extended periods, or underutilisation in the short-term, could
materially and adversely impact our business, growth prospects and future financial performance.
Presence of manufacturing plants at diverse strategic locations enables economic and efficient delivery of PEB components to
the construction sites. (Source: CRISIL Report) Before commissioning of our Cheyyar Facility in 2024, we had only one facility
for our PEB business based out of Sanand, Gujarat which limited our ability to effectively service the markets in southern part
of India. We intend to expand our operations and set up manufacturing facilities in different regions in India where we are not
currently located in order to cater to potential customers in those regions. We believe that geographical diversification of our
projects will reduce our reliance on any particular region and allow us to capitalize on opportunities in different states across
the country. Our results of operations are dependent on our ability to successfully expand our operations and set up
manufacturing facilities.
Raw Material cost and availability
We are exposed to the price risks associated with purchasing our raw materials consumed, which forms the highest component
of our expenses. Further, in cases where the holding period of the raw material exceeds the average holding period, we may be
required to have additional working capital coverage, for the purposes of maintaining such raw materials which may increase
our working capital requirements. Further, any increase in the price of raw materials consumption, which our Company is
unable to pass on the impact of, would have a material adverse effect on our Company’s business and financial position. While
our Company maintains a higher inventory of steel than required, our business and financial position may be impacted by an
increase in the price of steel.
The table below sets out our cost of raw materials consumed including (increase)/decrease in inventories of finished goods,
stock in trade and work-in-progress in Fiscal 2025, Fiscal 2024, Fiscal 2023 and such expenses as a percentage of our total
expenses for the same periods:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
In ₹ millions As a In ₹ millions As a In ₹ millions As a
percentage of percentage of percentage of
total expenses total expenses total expenses
(%) (%) (%)
Cost of raw materials consumed 5,980.82 66.85% 5,107.84 68.34% 6,052.31 71.75%
including (increase)/decrease in
inventories of finished goods,
stock in trade and work in
progress
366The table below sets out the raw materials consumed from domestic suppliers and suppliers from outside India, including as a
percentage of our total cost of materials consumed including (increase)/decrease in inventories of finished goods, stock in trade
and work in progress in March 31, 2025, Fiscal 2024, and Fiscal 2023:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
In ₹ As a % of total cost of In ₹ As a % of total cost of In ₹ As a % of total cost of
millions materials consumed millions materials consumed millions materials consumed
including including including
(increase)/decrease in (increase)/decrease in (increase)/decrease in
inventories of finished inventories of finished inventories of finished
goods, stock in trade goods, stock in trade goods, stock in trade
and work in progress and work in progress and work in progress
Raw material 4,360.79 72.91% 3,720.95 72.85% 5,195.76 85.85%
consumption
from domestic
suppliers*
Raw material 1,620.03 27.09% 1,386.89 27.15% 856.55 14.15%
consumption
from suppliers
outside India*
Total Cost of 5,980.82 100.00% 5,107.84 100.00% 6,052.31 100.00%
materials
consumed*
* including (increase)/decrease in inventories of finished goods, stock in trade and work in progress
Our cash flows may be adversely affected due to any gap in time between the date of procurement of those raw materials and
the date on which we can reset the component prices for our customers so as to account for the increase in the prices of such
raw materials. In addition, we may not be able to pass all of our raw material price increases to our customers. Our ability to
adjust pricing terms with customers varies based on our specific customer relationships, market practice with respect to the
particular raw material or component and other factors such as raw material content and whether medium-term price fluctuations
have been factored into our component prices at the time of price finalisation.
If our leading suppliers discontinue supply to our Company for reasons including due to commercial disagreements, insolvency
of the supplier or supply chain issues, we may be unable to source our raw materials from alternative suppliers on similar
commercial terms or within a reasonable timeframe. This may adversely impact our production and eventually our business,
results of operations, financial conditions and cash flows. In such a scenario, we may also breach contractual terms of delivery
and installation which we have entered into with our customers, which may have an adverse impact on our results of operations,
financial conditions and cash flows.
Government Initiatives
As of calendar year 2024, India’s annual per capita steel consumption stood at 102.6 kg per annum, compared to the global
average of 214.7 kg (Source: CRISIL Report). As per the CRISIL Report, Government polices like the National Steel Policy
aims to increase per capita steel consumption of India and create a technologically advanced and globally competitive steel
industry in India to promote self-sufficiency in steel production as well as economic growth. The National Steel Policy focuses
on the following three main aspects: (i) increase in consumption of steel through major sectors of infrastructure, automobiles
and housing; (ii) to achieve 300MT of steelmaking capacity by 2030; and (iii) to increase per capita steel consumption to the
level of 160 Kgs by 2030 (Source: CRISIL Report). This is expected to aid pre-engineered building industry by positively
impacting the quality of steel available, which is the dominant raw material required for pre-engineered buildings. Additionally,
increasing penetration of pre-engineered buildings in infrastructure projects coupled with National Steel Policy’s aim to boast
steel consumption in infrastructure sector is expected to positively impact pre-engineered buildings. (Source: CRISIL Report)
A withdrawal of this policy could have an adverse impact on our business, results of operations, cash flows and financial
condition.
Furthermore, as per the CRISIL Report, the Government of India has also implemented the Domestically Manufactured Iron &
Steel Products (DMI&SP) Policy for promoting ‘Made in India’ steel for government procurement. Additionally, in 2021, the
Government of India approved the Production Linked Incentive (PLI) Scheme for specialty steel (Source: CRISIL Report). The
duration of the Steel PLI Scheme will be five years, from Financial Year 2024 to Financial Year 2028 (Source: CRISIL Report).
With a budgetary outlay of ₹ 63.2 billion, the Steel PLI Scheme is expected to bring in investment of approximately ₹ 400.0
billion and capacity addition of 25 MT for speciality steel (Source: CRISIL Report). These steps will positively impact the
availability and quality of steel as a raw material, supporting the PEB industry. (Source: CRISIL Report).
We expect to benefit from the above government initiatives and other initiatives similar thereto, and our business growth and
continued profitability would depend in part on favourable government initiatives such as these, and in the absence of such
favourable initiatives, our growth and future financial performance may be adversely affected.
367SIGNIFICANT ACCOUNTING POLICIES
Note 1. Corporate Information
M & B ENGINEERING LIMITED (‘the Holding Company or Company’) was incorporated on 16th June, 1981. The
Company's registered and corporate office is located at MB House, 51, Chandrodaya Society, Opp Golden Triangle, Stadium
Road, Post Navjivan, Ahmedabad, Gujarat, India, 380014. The Company is engaged in the business of Pre-Engineered Metal
Buildings (PEB), Structural Steel, Self-Supported Steel Roofing and Components thereof.
These Restated Consolidated Financial Statements comprise the Company and its subsidiaries (referred to collectively as the
‘Group’).
The Group’s Restated Consolidated Financial Statements for the year ended March 31, 2025, March 31, 2024 and March 31,
2023 were approved by Board of Directors and authorized for issue as on July 14, 2025.
Note 2. Basis of preparation and presentation of restated consolidated financial statements and Significant Accounting
Policies
1. Basis of preparation and presentation of restated consolidated financial statements
This note provides a list of the significant accounting policies adopted in the preparation of these restated consolidated
financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated.
i) Compliance with IndAS
The Group’s restated consolidated financial statements have been prepared in accordance with the provisions of the
Companies Act, 2013 and the Indian Accounting Standards (“Ind AS”) notified under the Companies (Indian
Accounting Standards) Rules, 2015 and amendments thereto issued by Ministry of Corporate Affairs under section
133 of the Companies Act, 2013. In addition, the guidance notes/announcements issued by the Institute of Chartered
Accountants of India (ICAI) are also applied except where compliance with other statutory regulations require a
different treatment.
These Restated Consolidated Financial Statements have been prepared by the Management as required under 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 11 September 2018, in pursuance
of the Securities and Exchange Board of India Act, 1992 ("ICDR Regulations") for the purpose of inclusion in the Red
Herring Prospectus (‘RHP’) and Prospectus in connection with its proposed initial public offering of equity shares of
face value of Rs. 10 each of the Company comprising a fresh issue of equity shares and an offer for sale of equity
shares held by the selling shareholders (the “Offer”), prepared by the Company 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; and
(c) The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered
Accountants of India (ICAI) (the “Guidance Note”).
ii) The Restated Consolidated Financial Statements of the Company comprise of the Restated Consolidated Statement of
Assets and Liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, Restated Consolidated Statement of
Profit and Loss (including Other Comprehensive Income), Restated Consolidated Statement of Cash Flow and
Restated Consolidated Statement of Changes in Equity for the year ended March 31, 2025, March 31, 2024 and March
31, 2023, the statement of Significant Accounting Policies and Notes to Restated Consolidated Financial Statements
(collectively, the ‘Restated Consolidated Financial Statements’ or ‘Statements’).
iii) The Restated Consolidated Financial Statements have been compiled from:
• The Group’s Audited consolidated financial statements as at and for the year ended March 31, 2025 and
March 31, 2024 prepared in accordance with the Indian Accounting Standards ('Ind AS') notified under
Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015
as amended, to the extent applicable, and the presentation requirements of the Companies Act, 2013 which
have been approved by the Board of Directors at their meeting held on July 14, 2025 and June 06, 2024
respectively.
368• Audited Special Purpose Consolidated Financial Statements of the Company as at and for the year ended
March 31, 2023 prepared in accordance with the Indian Accounting Standards ('Ind AS') notified under
Section 133 of the Companies Act, 2013 read with the Companies (Indian Accounting Standards) Rules, 2015
as amended, to the extent applicable, and the presentation requirements of the Companies Act, 2013 which
have been approved by the Board of Directors at their meeting held on June 06, 2024.
• The consolidated financial statement for the period ended March 31, 2024 is the first set of Financial
Statements prepared in accordance with the requirements of IND AS 101 - First time adoption of Indian
Accounting Standards. Accordingly, the transition date to IND AS is 01 April 2022. Upto the Financial year
ended March 31, 2023, the Company prepared its consolidated financial statements in accordance with
accounting standards notified under the Section 133 of the Act, read together with paragraph 7 of the
Companies (Accounts) Rules, 2014 (“Indian GAAP” or “Previous GAAP”) due to which the Special purpose
Ind AS consolidated financial statements were prepared for the purpose of Initial Public Offer (IPO).
• The Special purpose Ind AS consolidated Financial Statements as at and for the year ended 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 (01 April
2021) and as per the presentation, accounting policies and grouping/classifications including revised Schedule
III of the Companies Act, 2013 disclosures followed as at and for the year ended March 31, 2024.
iv) In pursuance to ICDR Regulations, the Company is required to provide Financial Statements (FS) prepared in
accordance with Indian Accounting Standard (Ind AS) for all the three years and the stub period (if applicable) audited
and certified by the statutory auditor(s) who holds a valid certificate by the Peer Review Board of the Institute of
Chartered Accountants of India (ICAI). To comply with such requirements, the company has prepared special purpose
Ind AS financial statements for the financial years ending March 31, 2023. The special purpose Ind AS financial
statements with required restatement have been included in the restated consolidated financial statements prepared for
the purpose of filing the RHP and Prospectus.
v) The Restated consolidated Financial Statements have been prepared to contain information/disclosures and
incorporating adjustments set out below in accordance with the ICDR Regulations:-
(i) Adjustments to the profits or losses of the earlier periods for the changes in accounting policies to reflect
what the profits or losses of those periods would have been if a uniform accounting policy was followed in
each of these periods and of material errors, wherever required;
(ii) Adjustments for reclassification/regroupings of the corresponding items of income, expenses, assets and
liabilities retrospectively in the years ended March 31, 2024 and March 31, 2023, in order to bring them in
line with the groupings as per the Restated Consolidated Financial Statements of the Company for the year
ended March 31, 2025 and the requirements of the SEBI Regulations, wherever required; and
(iii) The resultant impact of tax due to the aforesaid adjustments, wherever required.
vi) The Restated consolidated Financial Statements are presented in Indian Rupees ('INR') which is holding company’s
functional currency, and all values are rounded to nearest Million (INR '000,000) upto two decimal places, except
when otherwise indicated.
vii) The Restated Consolidated Financial Statements have been prepared on the historical cost basis except for certain
financial instruments that are measured at fair values at the end of each reporting period, as explained in the accounting
policies below. Historical cost is generally based on the fair value of the consideration given in exchange for goods
and services.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date, regardless of whether that price is directly observable or
estimated using another valuation technique. In estimating the fair value of an asset or a liability, the Group takes into
account the characteristics of the asset or liability, if market participants would take those characteristics into account
when pricing the asset or liability at the measurement date. Fair value for measurement and / or disclosure purposes in
these financial statements is determined on such a basis, except for leasing transactions that are within the scope of
Ind AS 116, and measurements that have some similarities to fair value but are not fair value, such as net realizable
value in Ind AS 2 or value in use in Ind AS 36.
In addition, for financial reporting purposes, 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:
369• Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity
can access at the measurement date;
• Level 2 inputs are inputs, other than quoted prices included within 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.
viii) Basis of measurement
The restated consolidated financial statements have been prepared on the historical cost basis except for the following
items:
Items Measurement basis
Investments in certain equity shares of entities other than Fair value
subsidiaries and associates
Net defined benefit (asset)/ liability Fair value of plan assets less present value of defined benefit
obligations
ix) Basis of consolidation
Subsidiaries are entities controlled by the Group. The Group 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. The financial statements of subsidiaries are included in the restated consolidated financial statements from
the date on which control commences until the date on which control ceases.
The following subsidiary companies have been considered in the preparation of the Restated Consolidated Financial
Statements:
Name of Entity Country of Ownership held by % of Holding & voting power as at
Incorporation 31-Mar-25 31-Mar-24 31-Mar-23
Phenix Building India M & B Engineering 100% 100% -
Solutions Private Limited
Limited*
Modtech Machines India M & B Engineering - - 51%
Private Limited* Limited
Phenix Construction USA M & B Engineering 100% 100% 100%
Technologies INC Limited
* Phenix Building Solutions Private Limited was acquired as subsidiary on March 07, 2024. Modtech Machines Private Limited ceased to exist
as a subsidiary on May 23, 2023.
x) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealized income and expenses arising from intra-group transactions,
are eliminated. Unrealized gains arising from transactions with equity accounted investees are eliminated against the
investment to the extent of the Group’s interest in the investee. Unrealized losses are eliminated in the same way as
unrealized gains, but only to the extent that there is no evidence of impairment.
2. Significant Material Accounting Policies
A. Use of Estimates
The preparation of financial statements is in conformity with the recognition and measurement principles of Ind AS
which requires management to make critical judgments, estimates and assumptions that affect the reporting of assets,
liabilities, income and expenditure. Estimates and underlying assumptions are reviewed on an ongoing basis and any
revisions to the estimates are recognized in the period in which the estimates are revised and future periods are affected.
Key source of estimation of uncertainty at the date of financial statements, which may cause material adjustment to
the carrying amount of assets and liabilities within the next financial year, is in respect of:
1) Useful lives and residual value of property, plant and equipment: Property, plant and equipment /
intangible assets are depreciated / amortized over their estimated useful lives, after taking into account
estimated residual value. Management reviews the estimated useful lives and residual values of the assets
annually in order to determine the amount of depreciation / amortization to be recorded during any reporting
period. The useful lives and residual values are based on the Group’s historical experience with similar assets
370and take into account anticipated technological changes. The depreciation / amortization for future periods is
revised if there are significant changes from previous estimates.
2) Impairment of financial assets: The impairment provisions for financial assets are based on assumptions
about risk of default and expected cash loss. The Group uses judgement in making these assumptions and
selecting the inputs to the impairment calculation, based on Group’s past history, existing market conditions
as well as forward looking estimates at the end of each reporting period.
3) Impairment of non-financial assets: Impairment exists when the carrying value of an asset or cash
generating unit exceeds its recoverable amount. The recoverable amount of an asset, is the higher of, its fair
value less costs of disposal and its value in use. The fair value less costs of disposal calculation is based on
available data for similar assets or observable market prices less incremental costs for disposing of the asset.
The value in use calculation is based on a Discounted Cash Flow (DCF) model. The cash flows are derived
from the budget for the next five years and do not include restructuring activities that the Group is not yet
committed to or significant future investments that will enhance the asset’s performance being tested. The
recoverable amount is sensitive to the discount rate used for the DCF model as well as the expected future
cash-inflows and the growth rate used for extrapolation purposes.
4) Employee benefits: The cost of the defined benefit and long-term employee benefit plans and the present
value of the related obligations 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, a defined benefit and long-term employee benefit obligations are highly sensitive
to changes in these assumptions. All assumptions are reviewed at each reporting period. There were
qualifications in Audit Report of subsidiary Modtech Machines Pvt Ltd, which has ceased to be subsidiary of
the company since May 23, 2023, in the Financial year ended on March 31, 2023 which required adjustments
in the Restated Consolidated Financial Statements which is accounting policy of providing for Long term
employee benefits as per the Indian Accounting Standard 19, the company has made adjustments of providing
long term employee benefits expense on accrual basis in the Restated consolidated Financial Statements. As
the said subsidiary is no longer a subsidiary of the Company, said adjustment does not have any impact on
the Company’s Profitability or Statement of financial statements.
5) Expense Provisions & contingent liabilities: The assessments undertaken in recognizing provisions and
contingencies have been made in accordance with the applicable Ind AS. Provisions are recognized only
when: (i) the Group has a present obligation (legal or constructive) as a result of a past event; and (ii) it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation;
and (iii) a reliable estimate can be made of the amount of the obligation. Where the effect of time value of
money is material, provisions are determined by discounting the expected future cash flows. Contingent
liability is disclosed in case of: (i) a present obligation arising from past events, when it is not probable that
an outflow of resources will be required to settle the obligation; and (ii) a present obligation arising from past
events, when no reliable estimate is possible.
6) Valuation of deferred tax: Deferred tax is recognized on temporary differences between the carrying
amounts of assets and liabilities in the Group’s financial statements and the corresponding tax bases used in
computation of taxable profit and quantified using the tax rates as per laws enacted or substantively enacted
as on the Balance Sheet date.
Deferred tax assets are generally recognized for all taxable temporary differences to the extent that is probable that
taxable profits will be available against which those deductible temporary differences can be utilized. The carrying
amount of deferred tax assets is reviewed at the end of each reporting period and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Transaction or event which is recognized outside profit or loss, either in other comprehensive income or in equity, is
recorded along with the tax as applicable.
B. Property Plant and Equipment and Intangible Assets
Tangible Assets: Property, Plant and Equipment are stated at cost less accumulated depreciation and accumulated
impairment losses, if any. Cost includes all expenses related to the acquisition and installation of Property, Plant and
Equipment which comprises its purchase price net of any trade discounts and rebates, any import duties and other
taxes (other than those subsequently recoverable from the tax authorities), any directly attributable expenditure on
making the asset ready for its intended use and other incidental expenses.
Capital Work in Progress: Properties in the course of construction for production, supply or administrative purposes
are carried at cost, less any recognized impairment loss. Cost comprises direct cost, related incidental expenses, pre-
371operative expenses, project expenses and for qualifying assets, borrowing costs capitalized in accordance with the
Group’s accounting policy.
An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are
expected to arise from the continued use of the asset. Any gain or loss arising on the disposal or retirement of an item
of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount
of the asset and is recognized in Statement of Profit and Loss.
Intangible Assets: Intangible assets with finite useful lives that are acquired separately are carried at cost less
accumulated amortization and accumulated impairment losses. The estimated useful life and amortization method are
reviewed at the end of each reporting period, with the effect of any changes in estimate being accounted for on a
prospective basis.
C. Depreciation and amortization useful life of Property, Plant & Equipment and Intangible Assets
(i) For Holding Company
Depreciable amount for assets is the cost of an asset, or other amount substituted for cost, less its estimated
residual value. In respect of Tangible assets acquired during the year depreciation/amortization is charged on
a written down value basis for “Proflex Systems” division & on straight line basis for “Phenix Construction
Technologies” and “Phenix Infra”, so as to write off the cost of the assets over the useful lives as prescribed
in Schedule II of the Companies Act, 2013. Depreciation on additions / disposals of the assets during the
current reporting year is provided on pro-rata basis according to the period during which the assets are put to
use. Where the actual cost of purchase of an asset is below INR 5,000/-, the depreciation is provided @ 100
%. Technical Knowhow is to be amortized over the period of 5 years as estimated by the management.
Lease hold land is amortized over the period of lease from the date of commercial production from plant over
that lease hold land.
(ii) For Indian Subsidiary Company
Depreciation is provided on straight line method based on the estimated useful life of the assets as specified
under Schedule Il of the-Companies Act, 2013. Pro-rata depreciation is charged on additions & deletions
during the year. Where the actual cost of purchase of an asset is below INR 5,000/-, the depreciation is
provided @ 100 %.
(iii) For Foreign Subsidiary Company
Depreciation is provided as per the Income Tax Rules of the foreign country in which such subsidiary is
incorporated.
D. Impairment of Assets
The Group, at each balance sheet date, assesses whether there is any indication of impairment of any asset and / or
cash generating unit. If such indication exists, assets are impaired by comparing carrying amount of each asset and /
or cash generating unit to the recoverable amount being higher of the net selling price or value in use. Value in use is
determined from the present value of the estimated future cash flows from the continuing use of the assets.
E. Foreign Exchange Transactions and Translation
Foreign currency transactions are recorded at exchange rates prevailing on the date of the transaction. The net gain or
loss on account of exchange differences arising on settlement of foreign currency transactions are recognized as income
or expense of the period in which they arise. Monetary assets and liabilities denominated in foreign currency as at the
balance sheet date are translated at the closing rate. The resultant exchange rate differences are recognized in the
statement of profit and loss. Non-monetary assets and liabilities are carried at the rates prevailing on the date of
transaction.
F. Inventory
Materials & Bought outs, Stock in Trade, Stores and Packing materials, Work in Progress and Finished Goods are
valued at lower of cost (Weighted average basis) or net realizable value. Cost includes all direct costs and applicable
overheads to bring the goods to the present location and condition net of input tax credit receivable, where ever
applicable.
372G. Financial Instruments
i. Financial Assets
a. Initial recognition and measurement:
All Financial Assets are initially recognized at fair value. Transaction costs that are directly
attributable to the acquisition or issue of Financial Assets, which are not at Fair Value Through Profit
or Loss, are adjusted to the fair value on initial recognition. Purchase and sale of Financial Assets
are recognized using trade date accounting. However, trade receivables that do not contain a
significant financing component are measured at transaction price.
b. Subsequent Measurement
a) Financial Assets measured at Amortized Cost (AC): A Financial Asset is measured at
Amortized Cost if it is held within a business model whose objective is to hold the asset in
order to collect contractual cash flows and the contractual terms of the Financial Asset give
rise to cash flows on specified dates that represent solely payments of principal and interest
on the principal amount outstanding.
b) Financial Assets measured at Fair Value Through Other Comprehensive Income
(FVTOCI): A Financial Asset is measured at FVTOCI if it is held within a business model
whose objective is achieved by both collecting contractual cash flows and selling Financial
Assets and the contractual terms of the Financial Asset give rise on specified dates to cash
flows that represents solely payments of principal and interest on the principal amount
outstanding.
c) Financial Assets measured at Fair Value Through Profit or Loss (FVTPL): A Financial
Asset which is not classified in any of the above categories are measured at FVTPL.
Financial assets are reclassified subsequent to their recognition, if the Group changes its
business model for managing those financial assets. Changes in business model are made
and applied prospectively from the reclassification date following the changes in business
model in accordance with principles laid down under Ind AS 109 – Financial Instruments.
d) Other Equity Investments: All other equity investments are measured at fair value, with
value changes recognized in Statement of Profit and Loss, except for those equity
investments for which the Group has elected to present the value changes in ‘Other
Comprehensive Income’. However, dividend on such equity investments is recognized in
Statement of Profit and loss when the Group’s right to receive payment is established.
c. Impairment of financial assets
At each balance sheet date, the Group assesses whether a financial asset is to be impaired. Ind AS
109 requires expected credit losses to be measured through loss allowance. The Group measures the
loss allowance for financial assets at an amount equal to lifetime expected credit losses if the credit
risk on that financial asset has increased significantly since initial recognition. If the credit risk on a
financial asset has not increased significantly since initial recognition, the Group measures the loss
allowance for financial assets at an amount equal to 12-month expected credit losses. The Group
uses both forward-looking and historical information to determine whether a significant increase in
credit risk has occurred.
ii. Financial Liabilities
a. Initial Recognition and Measurement: All Financial Liabilities are recognized at fair value and in
case of borrowings, net of directly attributable cost. Fees of recurring nature are directly recognized
in the Statement of Profit and Loss as finance cost.
b. Subsequent Measurement: Financial Liabilities are carried at amortized cost using the effective
interest method. For trade and other payables maturing within one year from the balance sheet date,
the carrying amounts approximate fair value due to the short maturity of these instruments.
373De-recognition of financial assets and liabilities
The Group derecognizes a financial asset when the contractual right to the cash flows from the asset expires
or it transfers the rights to receive the contractual cash flows on the financial asset in a transaction which
substantially all the risk and rewards of ownership of the financial asset are transferred. The Group
derecognizes a financial liability when its contractual obligations are discharged, cancelled or expired; the
difference between the carrying amount of derecognized financial liability and the consideration paid is
recognized as profit or loss.
Offsetting of Financial Instruments
Financial assets and financial liabilities are offset, and the net amount is reported in financial statements if
there is a currently enforceable legal right to offset the recognized amounts and there is an intention to settle
on a net basis, to realize the assets and settle the liabilities simultaneously.
Cash & Cash Equivalents
Cash and cash equivalents comprise of cash on hand, cash at banks, short-term deposits and short-term highly
liquid investments that are readily convertible to known amounts of cash and which are subject to an
insignificant risk of changes in value.
Trade Payables
Trade payables are amounts due to vendors for purchase of goods or services acquired in the ordinary course
of business and are classified as current liabilities to the extent it is expected to be paid within the normal
operating cycle of the business.
Other financial assets and liabilities
Other non-derivative financial instruments are initially recognized at fair value and subsequently measured
at amortized costs using the effective interest method.
H. Revenue Recognition
The Group recognizes revenue when control over the promised goods or services is transferred to the customer at an
amount that reflects the consideration to which the Group expects to be entitled in exchange for those goods or services.
Revenue is measured based on the transaction price which is consideration adjusted for discounts, rebates, or other
similar items, if any, specified in the contracts with the customers. Revenue excludes any amount collected as taxes
on behalf of statutory authorities. The Group recognizes revenue, normally, at the point in time when the goods are
delivered to customer or when it is delivered to a carrier for export sale, which is when the control over product is
transferred to the customer.
All other incomes are accounted on accrual basis except insurance claim and dividend income, which is account for
on receipt basis.
Export Incentives under various schemes are accounted in the year of realization of benefits.
I. Employee Benefits
Short-term and other long-term employee benefits:
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered
by employees are recognized as an expense during the period when the employees render the services.
Post-Employment Benefits
Defined contribution plans:
The Group’s contribution to provident fund considered as defined contribution plans and are charged as an expense
based on the amount of contribution required to be made and when services are rendered by the employees.
Defined benefit plan:
For defined benefit plan in the form of gratuity fund, the cost of providing benefits is determined using the projected
unit credit method, with actuarial valuations being carried out at the end of each annual reporting period.
374Remeasurement, 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
recognized in other comprehensive income in the period in which they occur.
J. Leases
As a lessee, the Group recognizes a right-of-use asset and a lease liability at the lease commencement date. The right-
of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease
payments made at or before the commencement date, plus any initial direct costs incurred less any lease incentives
received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the
earlier of the end of the useful life of the right-of-use asset or the end of the lease term. In addition, the right-of-use
asset is periodically reduced by impairment losses, if any, and adjusted for certain re-measurements of the lease
liability.
The lease liability is initially measured at the present value of the lease payments that are not paid at the commencement
date. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be readily
determined. If that rate cannot be readily determined, the Group uses incremental borrowing rate.
Short-term leases and leases of low-value assets:
For short-term and low value leases, the Group recognizes the lease payments as an operating expense on a straight-
line basis over the lease term.
K. Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognized when the Group has a present obligation as a result of past events and it is probable that an
outflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made. If the
effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects, when
appropriate These are reviewed at each balance sheet date and adjusted to reflect the current best estimates.
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 is not recognized but its existence is disclosed in the financial statements.
L. Taxation
The tax expenses for the period comprises of current tax and deferred income tax. Tax is recognized in Statement of
Profit and Loss, except to the extent that it relates to items recognized in the Other Comprehensive Income. In which
case, the tax is also recognized in Other Comprehensive Income.
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the Income Tax
authorities, based on tax rates and laws that are enacted at the Balance sheet date.
Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities in the
Financial Statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax assets
are recognized to the extent it is probable that taxable profit will be available against which the deductible temporary
differences, and the carry forward of unused tax losses can be utilized. Deferred tax liabilities and assets are measured
at the tax rates that are expected to apply in the period in which the liability is settled or the asset realized, based on
tax rates (and tax laws) that have been enacted or substantively enacted by the end of the reporting period. The carrying
amount of Deferred tax liabilities and assets are reviewed at the end of each reporting period. The Group offsets
deferred tax assets and deferred tax liabilities if it has a legally enforceable right and these relate to taxes on income
levied by the same governing taxation laws.
M. Borrowing Costs
Borrowing costs are recognized as an expense in the period in which they are incurred except the borrowing cost
attributable to acquisition / construction of qualifying assets are capitalized as a part of the cost of such assets up to
the date when such asset is installed and put to use. A qualifying asset is one that necessarily takes substantial period
of time to get ready for its intended use.
375N. Segment Reporting
The Group deals in only 1 segment of Pre-Engineered Buildings, Structure Steels, Steel Roofing and Components
thereof and hence requirement of Indian Accounting Standard 108 “Operating Segments” issued by ICAI are not
applicable.
O. Earnings Per Share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity
shareholders (after deducting attributable taxes, if any) by the weighted average number of equity shares outstanding
during the period.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity
shareholders and the weighted average number of shares outstanding during the period as adjusted for the effects of
all dilutive potential securities.
P. Operating Cycle
All assets and liabilities have been classified as current or non-current as per the Group’s normal operating cycle and
other criteria set out in Schedule III to the Companies Act, 2013. Based on the nature of product and the time between
acquisition of assets for processing and their realization in cash and cash equivalents, the company has ascertained its
operating cycle as 12 months for the purpose of current/non-current classification of assets and liabilities.
KEY COMPONENTS OF OUR RESTATED CONSOLIDATED STATEMENT OF PROFIT AND LOSS
Set forth below are the key components of our Restated Consolidated Statement of Profit and Loss:
Total Income
Our total income comprises (i) revenue from operations, and (ii) other income.
Revenue from Operations
Revenue from operations comprises (i) sale of products, and (ii) sales from erection services.
Other Income
Other income primarily comprises of (i) interest income, (ii) gain on liquid funds, (iii) profit on sale of investment, (iv)
unrealised gain of fair value on equity instruments, (v) profit on sale of assets, (vi) bad debts written back, (vii) export incentives,
(viii) exchange fluctuation (net), (ix) interest on security deposit, (x) interest on EMD deposit, and (xi) miscellaneous income.
Expenses
Our expenses primarily comprise (i) cost of materials consumed and operational expenses, (ii) (Increase)/Decrease in
inventories of finished goods, stock in trade and work-in-progress, (iii) employee benefit expenses, (iv) finance costs, (v)
depreciation and amortisation expense, and (vi) other expenses.
Cost of materials consumed and operational expenses
Cost of materials consumed and operational expenses consists of (i) cost of materials consumed, (ii) stores and spares consumed,
and (iii) operational expenses.
(Increase)/Decrease in inventories of finished goods, stock in trade and work-in-progress
(Increase)/Decrease in inventories of finished goods, stock in trade and work-in-progress consists of calculating the difference
between (i) work in progress, (ii) stock in trade, (iii) finished goods, at beginning of the year and at the end of the year.
Employee Benefit Expenses
Employee benefit expenses comprises (i) salaries and wages, (ii) contribution to provident and other funds and (iii) staff welfare.
Finance Costs
Finance costs comprises (i) interest expense, (ii) bank charges and (iii) interest on lease liability.
376Depreciation and Amortisation Expense
Depreciation and amortisation expense comprises (i) depreciation on property, plant and equipment, (ii) Amortisation of
intangible assets and (iii) depreciation on right of use assets.
Other Expenses
Other expenses comprise of power and fuel, rent, repairs to machinery, building and others, unrealised loss of fair value on
equity instruments, insurance, rates and taxes, auditors’ remuneration, postage, telegram and telephone, stationery, printing
expenses, factory expenses, conveyance and vehicle expenses, legal and consultancy, staff recruitment and staff training
expenses, travelling expenses, electric expense, exchange fluctuation (net), bad debt written off, sundry balance written off,
advertisement and publicity expenses, packing expenses, sales commission, transportation outward expenses, export expenses,
miscellaneous expenses, manpower supply (contractual labour), security expenses, corporate social responsibility, donation,
exhibition expenses, sales promotion expenses, fair value loss on sundry deposits and conference expenses.
Tax expenses
Our tax expense for the period represents the tax payable on the current period’s taxable income based on the applicable income
tax rate adjusted by changes in deferred tax assets and liabilities and taxes related to earlier periods.
Restated Profit/(loss) for the period
Restated Profit for the period represents restated profit after tax before other comprehensive income.
RESULTS OF OPERATIONS
The following tables set forth our selected financial data from our restated consolidated statement of profit and loss for Fiscal
2025, Fiscal 2024, and Fiscal 2023, the components of which are also expressed as a percentage of total income for such years:
Particulars 2025 2024 2023
In ₹ million As a In ₹ million As a In ₹ million As a
percentage of percentage of percentage of
total income total income total income
Revenue from operations 9,885.54 99.16% 7,950.60 98.37% 8,804.70 99.04%
Other income 83.35 0.84% 132.00 1.63% 85.34 0.96%
I. Total income (I) 9,968.89 100.00% 8,082.60 100.00% 8,890.04 100.00%
Cost of materials consumed and 6,748.69 67.70% 5,771.69 71.41% 6,563.38 73.83%
operational expenses
(Increase)/ Decrease in 3.49 0.04% (37.71) (0.47)% 116.39 1.31%
inventories of finished goods,
traded goods, and work-in-
progress
Employee benefit expenses 989.38 9.92% 809.09 10.01% 753.52 8.48%
Finance costs 199.58 2.00% 230.58 2.85% 191.79 2.16%
Depreciation and amortization 125.18 1.26% 88.80 1.10% 103.01 1.16%
expense
Other expenses 880.21 8.83% 611.31 7.56% 707.11 7.95%
II. Total expenses (II) 8,946.53 89.74% 7,473.76 92.47% 8,435.20 94.88%
III. Restated Profit before tax 1,022.36 10.26% 608.84 7.53% 454.84 5.12%
(I-II)
IV. Tax expenses
Current tax 230.03 2.31% 157.65 1.95% 131.37 1.48%
Deferred tax charge/ (credit) 21.86 0.22% (5.15) (0.06)% (5.45) (0.06)%
IV. Total tax expense (IV) 251.89 2.53% 152.50 1.89% 125.92 1.42%
V. Restated Profit for the year 770.47 7.73% 456.34 5.65% 328.92 3.70%
(III-IV)
Restated other comprehensive
income/(loss)
Items that will not be
reclassified to profit or loss
Re-measurement gain/ (loss) on ( 10.66) (0.11)% (11.03) (0.14)% (4.11) (0.05)%
defined benefit plans
Restated Other comprehensive ( 10.66) (0.11)% (11.03) (0.14)% (4.11) (0.05)%
income/(loss) for the year, net of
tax (VI)
377Particulars 2025 2024 2023
In ₹ million As a In ₹ million As a In ₹ million As a
percentage of percentage of percentage of
total income total income total income
Restated total comprehensive 759.81 7.62% 445.31 5.51% 324.81 3.65%
income for the year, net of tax
(V-VI)
Less/(Add) Non-Controlling - - (2.25) (0.03)% (12.00) (0.13)%
Interest
Total Comprehensive Income 759.81 7.62% 447.56 5.54% 336.81 3.79%
for the year (After Non-
Controlling Interest)
FISCAL 2025 COMPARED TO FISCAL 2024
Total Income
Total income increased by 23.34% from ₹ 8,082.60 million in Fiscal 2024 to ₹ 9,968.89 million in Fiscal 2025 primarily due
to the reasons set out below:
Revenue from operations
Revenue from operations increased by 24.34% from ₹ 7,950.60 million in Fiscal 2024 to ₹ 9,885.54 million in Fiscal 2025
primarily due to increase in sales within India by 17.10% from ₹ 7,146.85 million in Fiscal 2024 to ₹ 8,369.06 million in Fiscal
2025 and increase in sales outside India by 236.47% from ₹ 191.99 million in Fiscal 2024 to ₹ 645.98 million in Fiscal 2025
and by increase in sales from erection services by 42.29% from ₹ 611.76 million in Fiscal 2024 to ₹ 870.50 million in Fiscal
2025. The increase in sales within India in Fiscal 2025 as compared to Fiscal 2024 is primarily attributable to higher demand
from customers as indicated by the increase in our order book from ₹5,906.74 million as at end of Fiscal 2024 to ₹8,028.71
million at the end of Fiscal 2025. This was also supported by commencement of commercial operations at our Cheyyar facility,
which was started with the aim of enhancing our market reach and accelerating business expansion in southern India. The
increase in sales outside India in Fiscal 2025 as compared to Fiscal 2024 is primarily attributable to higher demand for our
products from our customers outside India, especially in United States of America.
Revenues from operations for our Phenix Division which contributed 77.35 % of our consolidated revenue from operations in
Fiscal 2025, increased by 31.79%, from ₹5,802.28 million in Fiscal 2024 to ₹ 7,646.90 million in Fiscal 2025 which was largely
supported by higher production achieved at our manufacturing facilities which increased by 23.98% from 41,845.30 MTPA in
Fiscal 2024 to 51,879.70 MTPA in Fiscal 2025. Revenues for our Proflex Division which forms 22.65% of our consolidated
revenue from operations in Fiscal 2025, increased marginally by 4.73% from ₹ 2,145.00 million in Fiscal 2024 to ₹ 2,238.64
million in Fiscal 2025.
Other income
Other income decreased by 36.86% from ₹ 132.00 million in Fiscal 2024 to ₹ 83.35 million in Fiscal 2025 primarily due to
decrease in interest income by 10.31% from ₹ 52.11 million in Fiscal 2024 to ₹ 46.74 million in Fiscal 2025, decrease in gain
on liquid funds by 89.55% from ₹ 44.79 million in Fiscal 2024 to ₹ 4.68 million in Fiscal 2025, decrease in unrealised gain by
fair value on equity instruments by 64.61% from ₹ 13.31 million in Fiscal 2024 to ₹ 4.71 million in Fiscal 2025, decrease in
interest on EMD Deposit by 66.96% from ₹ 3.39 million in Fiscal 2024 to ₹ 1.12 million in Fiscal 2025, decrease in
miscellaneous income by 40.00% from ₹ 5.75 million in Fiscal 2024 to ₹ 3.45 million in Fiscal 2025, decrease in bad debts
written back by 100.00% from ₹ 1.22 million in Fiscal 2024 to nil in Fiscal 2025, which was offset by increase in exchange
rate fluctuations (net) by 96.27% from ₹ 6.43 million in Fiscal 2024 to ₹ 12.62 million in Fiscal 2025, and increase in export
incentives by 103.40% from ₹ 2.65 million in Fiscal 2024 to ₹ 5.39 million in Fiscal 2025.
Expenses
Total expenses increased by 19.71% from ₹ 7,473.76 million in Fiscal 2024 to ₹ 8,946.53 million in Fiscal 2025 on account of
the factors discussed below:
Cost of materials consumed and operational expenses
Cost of materials consumed and operational expenses increased by 16.93% from ₹ 5,771.69 million in Fiscal 2024 to ₹ 6,748.69
million in Fiscal 2025. Higher contribution of revenues from outside India was one of the key factors which led to cost of
materials consumed and operational expenses to grow slower than the growth in revenues from operations which led to decrease
in cost of materials consumed and operational expenses as a percentage of revenues from operations decreasing from 72.59%
during Fiscal 2024 to 68.27% during Fiscal 2025.
378Cost of materials consumed increased by 16.17% from ₹ 5,145.55 million in Fiscal 2024 to ₹ 5,977.33 million in Fiscal 2025,
stores and spares consumed increased by 4.68% from ₹ 46.54 million in Fiscal 2024 to ₹ 48.72 million in Fiscal 2025 and
operational expenses increased by 24.68% from ₹ 579.60 million in Fiscal 2024 to ₹ 722.64 million in Fiscal 2025. Higher
contribution of revenues from outside India was one of the key factors which led to cost of materials consumed to grow slower
than the growth in revenues from operations which led to decrease in cost of materials consumed as a percentage of revenues
from operations decreasing from 64.72% during Fiscal 2024 to 60.47% during Fiscal 2025.
Operational expenses increased by 24.68% from ₹ 579.60 million in Fiscal 2024 to ₹ 722.64 million in Fiscal 2025 primarily
due to increase in erection charges of 0.84% from ₹ 431.51 million in Fiscal 2024 to ₹ 435.12 million in Fiscal 2025, increase
in site conveyance expenses by 11.61% from ₹ 27.40 million in Fiscal 2024 to ₹ 30.58 million in Fiscal 2025, increase in crane
hire charges by 370.93% from ₹ 25.01 million in Fiscal 2024 to ₹ 117.78 million in Fiscal 2025, increase in site diesel expenses
by 29.86% from ₹ 29.77 million in Fiscal 2024 to ₹ 38.66 million in Fiscal 2025 and increase in site lodging & boarding
expenses by 36.84% from ₹ 34.28 million in Fiscal 2024 to ₹ 46.91 million in Fiscal 2025.
(Increase)/Decrease in inventories of finished goods, stock in trade and work in progress
There was a net reduction in inventories of finished goods, stock in trade and work in progress of ₹ 3.49 million in Fiscal 2025
as compared to a net increase in inventory of finished goods, stock in trade and work in progress of ₹ 37.71 million in Fiscal
2024.
The difference in change in inventories is primarily due to work-in-progress which was ₹ 110.30 million at the beginning of
Fiscal 2024 and ₹ 63.18 million at the end of Fiscal 2024, stock-in-trade which was ₹ 11.36 million at the beginning of Fiscal
2024 and ₹ 29.06 million at the end of Fiscal 2024, finished goods which were ₹ 97.52 million at the beginning of Fiscal 2024
and ₹ 164.65 million at the end of Fiscal 2024 and work-in-progress which was ₹ 36.38 million at the beginning of Fiscal 2025
and ₹ 100.38 million at the end of Fiscal 2025, stock in trade which was ₹ 29.06 million at the beginning of Fiscal 2025 and ₹
nil at the end of Fiscal 2025 and finished goods which were ₹ 164.65 million at the beginning of Fiscal 2025 and ₹ 126.22
million at the end of Fiscal 2025.
Employee benefit expenses
Employee benefit expenses increased by 22.28% from ₹ 809.09 million in Fiscal 2024 to ₹ 989.38 million in Fiscal 2025
primarily due to increase in salaries and wages by 21.41% from ₹ 727.89 million in Fiscal 2024 to ₹ 883.70 million in Fiscal
2025, increase in staff welfare expense by 49.98% from ₹ 41.60 million in Fiscal 2024 to ₹ 62.39 million in Fiscal 2025 and
increase in contribution to provident and other funds by 9.32% from ₹ 39.60 million in Fiscal 2024 to ₹ 43.29 million in Fiscal
2025.
Finance costs
Finance costs decreased by 13.44% from ₹ 230.58 million in Fiscal 2024 to ₹ 199.58 million in Fiscal 2025 primarily due to
decrease in interest expense by 14.64% from ₹ 183.41 million in Fiscal 2024 to ₹ 156.55 million in Fiscal 2025 largely driven
by decrease in total borrowings from ₹ 2,048.42 million in Fiscal 2024 to ₹ 1,861.33 million in Fiscal 2025 and decrease in
bank charges by 14.04% from ₹ 46.22 million in Fiscal 2024 to ₹ 39.73 million in Fiscal 2025 largely driven by decrease in
total borrowings from ₹ 2,048.42 million in Fiscal 2024 to ₹ 1,861.33 million in Fiscal 2025 which was partially offset by
increase in interest on lease liability by 247.37% from ₹ 0.95 million in Fiscal 2024 to ₹ 3.30 million in Fiscal 2025.
Depreciation and amortisation expense
Depreciation and amortisation expense increased by 40.97% from ₹ 88.80 million in Fiscal 2024 to ₹ 125.18 million in Fiscal
2025 primarily due to increase in depreciation on property, plant & equipment by 53.88% from ₹ 73.42 million in Fiscal 2024
to ₹ 112.98 million in Fiscal 2025, decrease in amortisation of intangible assets by 55.82% from ₹ 8.76 million in Fiscal 2024
to ₹ 3.87 million in Fiscal 2025 and increase in depreciation of right of use assets by 25.83% from ₹ 6.62 million in Fiscal 2024
to ₹ 8.33 million in Fiscal 2025. The increase in depreciation on property, plant & equipment was due to capitalization of capital
expenditure at our Cheyyar facility, which become operational in during Fiscal 2025.
Other expenses
Other expenses increased by 43.99% from ₹ 611.31 million in Fiscal 2024 to ₹ 880.21 million in Fiscal 2025 primarily due to
increase in repairs to building by 1,219.15% from ₹ 0.94 million in Fiscal 2024 to ₹ 12.40 million in Fiscal 2025, increase in
legal and consultancy charges by 86.73% from ₹ 36.02 million in Fiscal 2024 to ₹ 67.26 million in Fiscal 2025, increase in
travelling expenses by 49.59% from ₹ 30.65 million in Fiscal 2024 to ₹ 45.85 million in Fiscal 2025, increase in transportation
outward expenses by 21.55% from ₹ 145.88 million in Fiscal 2024 to ₹ 177.32 million in Fiscal 2025 and increase in export
expenses by 221.61% from ₹ 12.54 million in Fiscal 2024 to ₹ 40.33 million in Fiscal 2025, increase in power and fuel by
37.18% from ₹ 29.13 million in Fiscal 2024 to ₹ 39.96 million in Fiscal 2025, increase in conveyance and vehicle expenses by
34.50% from ₹ 45.91 million in Fiscal 2024 to ₹ 61.75 million in Fiscal 2025, increase in manpower supply (contractual labour)
379by 102.30% from ₹ 108.96 million in Fiscal 2024 to ₹ 220.43 million in Fiscal 2025, increase in insurance expenses by 31.51%
from ₹ 10.41 million in Fiscal 2024 to ₹ 13.69 million in Fiscal 2025, which was partially offset by decrease in factory expenses
by 13.25% from ₹ 11.02 million in Fiscal 2024 to ₹ 9.56 million in Fiscal 2025, decrease in rates and taxes by 20.30% from
₹2.02 million in Fiscal 2024 to ₹1.61 million in Fiscal 2025, decrease in stationery and printing expenses by 30.70% from ₹
8.34 million in Fiscal 2024 to ₹ 5.78 million in Fiscal 2025, decrease in bad debt written off 47.77% from ₹ 55.73 million in
Fiscal 2024 to ₹ 29.12 million in Fiscal 2025, and decrease in conference expenses by 51.23% from ₹6.52 million in Fiscal
2024 to ₹ 3.18 million in Fiscal 2025.
Tax Expenses
Total tax expense increased by 65.17% from ₹ 152.50 million in Fiscal 2024 to ₹ 251.89 million in Fiscal 2025 primarily due
to increase in restated profit before tax from ₹ 608.84 million in Fiscal 2024 to ₹ 1,022.36 million in Fiscal 2025.
Restated Profit for the year
As a result of the foregoing factors, our restated profit after tax for the period increased by 68.84% to ₹ 770.47 million for Fiscal
2025 from ₹ 456.34 million for Fiscal 2024.
FISCAL 2024 COMPARED TO FISCAL 2023
Total Income
Total income decreased by 9.08% from ₹ 8,890.04 million in Fiscal 2023 to ₹ 8,082.60 million in Fiscal 2024 primarily due to
the reasons set out below:
Revenue from operations
Revenue from operations decreased by 9.70% from ₹ 8,804.70 million in Fiscal 2023 to ₹ 7,950.60 million in Fiscal 2024
primarily due to decrease in sales within India by 6.63% from ₹ 7,654.06 million in Fiscal 2023 to ₹ 7,146.85 million in Fiscal
2024 and decrease in sales outside India by 68.14% from ₹ 602.57 million in Fiscal 2023 to ₹ 191.99 million in Fiscal 2024,
which was partially offset by increase in sales from erection services by 11.62% from ₹ 548.07 million in Fiscal 2023 to ₹
611.76 million in Fiscal 2024. The decrease in sales within India in Fiscal 2024 as compared to Fiscal 2023 is primarily
attributable to reduction in the prices of the primary raw material – i.e., different grades of steel in Fiscal 2024, as compared to
the steel prices in Fiscal 2023, resulting in lower sales realisations. The decrease in sales outside India in Fiscal 2024 as
compared to Fiscal 2023 is primarily attributable to reduction in sales from certain geographies that we export to. The decrease
in revenues from operations for Phenix Division which forms over 70% of our consolidated revenue from operations, from ₹
6,287.92 million in Fiscal 2023 to ₹ 5,802.28 million in Fiscal 2024 is primarily attributable to reduction in the prices of the
primary raw material – i.e., different grades of steel in Fiscal 2024, as compared to the steel prices in Fiscal 2023, resulting in
lower sales realisations.
Decrease in our consolidated revenue from operations for Proflex Division from ₹ 2,424.35 million in Fiscal 2023 to ₹ 2,145.00
million in Fiscal 2024 is primarily attributable to reduction in volumes of materials sold from 13,66,744.00 square meters Fiscal
2023 to 12,31,610.00 square meters in Fiscal 2024, which is in-line with the reduction in capacity utilization for Proflex
Division, as mentioned in the section, “Our Business – Our Facilities – Proflex Division” on page 240.
Other income
Other income increased by 54.68% from ₹ 85.34 million in Fiscal 2023 to ₹ 132.00 million in Fiscal 2024 primarily due to
increase in interest income by 15.21% from ₹ 45.23 million in Fiscal 2023 to ₹ 52.11 million in Fiscal 2024, increase in gain
on liquid funds by 229.82% from ₹ 13.58 million in Fiscal 2023 to ₹ 44.79 million in Fiscal 2024, increase in unrealised gain
by fair value on equity instruments from nil in Fiscal 2023 to ₹ 13.31 million in Fiscal 2024, increase in exchange rate
fluctuations (net) from nil in Fiscal 2023 to ₹ 6.43 million in Fiscal 2024, increase in interest on EMD Deposit by 52.02% from
₹ 2.23 million in Fiscal 2023 to ₹ 3.39 million in Fiscal 2024, increase in miscellaneous income by 36.58% from ₹ 4.21 million
in Fiscal 2023 to ₹ 5.75 million in Fiscal 2024 which was partially offset by decrease in bad debts written back by 90.81% from
₹ 13.27 million in Fiscal 2023 to ₹ 1.22 million in Fiscal 2024 and decrease in export incentives by 53.83% from ₹ 5.74 million
in Fiscal 2023 to ₹ 2.65 million in Fiscal 2024.
Expenses
Total expenses decreased by 11.40% from ₹ 8,435.20 million in Fiscal 2023 to ₹ 7,473.76 million in Fiscal 2024 on account of
the factors discussed below:
380Cost of materials consumed and operational expenses
Cost of materials consumed and operational expenses decreased by 12.06% from ₹ 6,563.38 million in Fiscal 2023 to ₹ 5,771.69
million in Fiscal 2024.
Cost of materials consumed decreased by 13.32% from ₹ 5,935.92 million in Fiscal 2023 to ₹ 5,145.55 million in Fiscal 2024
and stores and spares consumed decreased by 5.94% from ₹ 49.48 million in Fiscal 2023 to ₹ 46.54 million in Fiscal 2024
which was offset by increase in operational expenses by 0.28% from ₹ 577.98 million in Fiscal 2023 to ₹ 579.60 million in
Fiscal 2024.
Operational expenses increased by 0.28% from ₹ 577.98 million in Fiscal 2023 to ₹ 579.60 million in Fiscal 2024 primarily
due to decrease in crane hire charges by 26.29% from ₹ 33.93 million in Fiscal 2023 to ₹ 25.01 million in Fiscal 2024, increase
in erection charges of 3.88% from ₹ 415.39 million in Fiscal 2023 to ₹ 431.51 million in Fiscal 2024 and increase in site
conveyance expenses by 7.16% from ₹ 25.57 million in Fiscal 2023 to ₹ 27.40 million in Fiscal 2024 which was partially offset
by decrease in site diesel expenses by 17.74% from ₹ 36.19 million in Fiscal 2023 to ₹ 29.77 million in Fiscal 2024 and decrease
in site lodging & boarding expenses by 5.80% from ₹ 36.39 million in Fiscal 2023 to ₹ 34.28 million in Fiscal 2024.
(Increase)/Decrease in inventories of finished goods, stock in trade and work in progress
There was a net increase in inventories of finished goods, stock in trade and work in progress of ₹ 37.71 million in Fiscal 2024
as compared to a net reduction in inventory of finished goods, stock in trade and work in progress of ₹ 116.39 million in Fiscal
2023.
The difference in change in inventories is primarily due to work-in-progress which was ₹ 122.40 million at the beginning of
Fiscal 2023 and ₹ 104.36 million at the end of Fiscal 2023, stock-in-trade which was ₹ 93.06 million at the beginning of Fiscal
2023 and ₹ 11.36 million at the end of Fiscal 2023, finished goods which were ₹ 114.17 million at the beginning of Fiscal 2023
and ₹ 97.52 million at the end of Fiscal 2023 and work-in-progress which was ₹ 110.30 million at the beginning of Fiscal 2024
and ₹ 63.18 million at the end of Fiscal 2024, stock in trade which was ₹ 11.36 million at the beginning of Fiscal 2024 and ₹
29.06 million at the end of Fiscal 2024 and finished goods which were ₹ 97.52 million at the beginning of Fiscal 2024 and ₹
164.65 million at the end of Fiscal 2024. The reduction in work in progress inventory at the end of Fiscal 2024 as compared to
the beginning of Fiscal 2024 is attributable to higher operational efficiencies achieved by the Company towards the close of
Fiscal 2024. The increase in the inventories of stock in trade and finished goods at the end of Fiscal 2024 as compared to the
beginning of Fiscal 2024 is attributable to higher production achieved by the Company towards the end of Fiscal 2024 but
which could not be dispatched before the end of Fiscal 2024 and which was thus carried forward as part of the closing inventory
of stock in trade and work in progress as at the end of Fiscal 2024. For instance, at end of Fiscal 2024, there was an increase in
inventory of Finished Goods on account of delays in dispatches as certain client sites were not ready to accept deliveries due to
delays at their end. The material was subsequently dispatched during Fiscal 2025.
The decrease in inventory for work-in-progress was partially attributable to lower revenues from operations for the period and
partially towards production schedules which helped our Company achieve lower inventory for work-in-progress. Inventory
for stock in trade referred to stock of goods in transit for our Subsidiary, Phenix Construction Technologies Inc., USA. The
changes in stock in trade reflects such change in goods in transit during Fiscal 2024.
Employee benefit expenses
Employee benefit expenses increased by 7.37% from ₹ 753.52 million in Fiscal 2023 to ₹ 809.09 million in Fiscal 2024
primarily due to increase in salaries and wages by 6.37% from ₹ 684.29 million in Fiscal 2023 to ₹ 727.89 million in Fiscal
2024, increase in staff welfare expense by 3.92% from ₹ 40.03 million in Fiscal 2023 to ₹ 41.60 million in Fiscal 2024 and
increase in contribution to provident and other funds by 35.62% from ₹ 29.20 million in Fiscal 2023 to ₹ 39.60 million in Fiscal
2024.
Finance costs
Finance costs increased by 20.23% from ₹ 191.79 million in Fiscal 2023 to ₹ 230.58 million in Fiscal 2024 primarily due to
increase in interest expense by 20.16% from ₹ 152.64 million in Fiscal 2023 to ₹ 183.41 million in Fiscal 2024 and increase in
bank charges by 22.79% from ₹ 37.64 million in Fiscal 2023 to ₹ 46.22 million in Fiscal 2024 which was partially offset by
decrease in interest on lease liability by 37.09% from ₹ 1.51 million in Fiscal 2023 to ₹ 0.95 million in Fiscal 2024.
Depreciation and amortisation expense
Depreciation and amortisation expense decreased by 13.79% from ₹ 103.01 million in Fiscal 2023 to ₹ 88.80 million in Fiscal
2024 primarily due to decrease in depreciation on property, plant & equipment by 12.30% from ₹ 83.72 million in Fiscal 2023
to ₹ 73.42 million in Fiscal 2024, decrease in amortisation of intangible assets by 30.70% from ₹ 12.64 million in Fiscal 2023
381to ₹ 8.76 million in Fiscal 2024 and decrease in depreciation of right of use assets by 0.45% from ₹ 6.65 million in Fiscal 2023
to ₹ 6.62 million in Fiscal 2024.
Other expenses
Other expenses decreased by 13.55% from ₹ 707.11 million in Fiscal 2023 to ₹ 611.31 million in Fiscal 2024 primarily due to
decrease in repairs to building by 93.16% from ₹ 13.74 million in Fiscal 2023 to ₹ 0.94 million in Fiscal 2024, decrease in legal
and consultancy charges by 13.08% from ₹ 41.44 million in Fiscal 2023 to ₹ 36.02 million in Fiscal 2024, decrease in travelling
expenses by 24.25% from ₹ 40.46 million in Fiscal 2023 to ₹ 30.65 million in Fiscal 2024, decrease in transportation outward
expenses by 6.88% from ₹ 156.65 million in Fiscal 2023 to ₹ 145.88 million in Fiscal 2024 and decrease in export expenses by
89.50% from ₹ 119.39 million in Fiscal 2023 to ₹ 12.54 million in Fiscal 2024 which was partially offset by increase in power
and fuel by 9.35% from ₹ 26.64 million in Fiscal 2023 to ₹ 29.13 million in Fiscal 2024, increase in factory expenses by 55.65%
from ₹ 7.08 million in Fiscal 2023 to ₹ 11.02 million in Fiscal 2024, increase in conveyance and vehicle expenses by 13.89%
from ₹ 40.31 million in Fiscal 2023 to ₹ 45.91 million in Fiscal 2024, increase in manpower supply (contractual labour) by
8.93% from ₹ 100.03 million in Fiscal 2023 to ₹ 108.96 million in Fiscal 2024 and increase in bad debt written off 189.21%
from ₹ 19.27 million in Fiscal 2023 to ₹ 55.73 million in Fiscal 2024.
Tax Expenses
Total tax expense increased by 21.11% from ₹ 125.92 million in Fiscal 2023 to ₹ 152.50 million in Fiscal 2024 primarily due
to increase in restated profit before tax to ₹ 608.84 million in Fiscal 2024 from ₹ 454.84 million in Fiscal 2023.
Restated Profit for the year
As a result of the foregoing factors, our restated profit after tax for the period increased by 38.74% to ₹ 456.34 million for Fiscal
2024 from ₹ 328.92 million for Fiscal 2023.
LIQUIDITY AND CAPITAL RESOURCES
Capital Requirements
Our principal capital requirements are for financing our capital expenditure and working capital requirements. Our principal
source of funding has been and is expected to continue to be cash generated from our operations and supplemented by
borrowings from banks and financial institutions and optimization of operating working capital. For Fiscal 2025, Fiscal 2024,
and Fiscal 2023, we met our funding requirements, including satisfaction of debt obligations, capital expenditure, investments,
other working capital requirements and other cash outlays, principally with funds generated from operations, with the balance
met from external borrowings.
Liquidity
Our liquidity requirements arise principally from our operating activities (including working capital requirements), funds
required for capital expenditure, repayment of borrowings and debt service obligations. Historically, our principal sources of
funding have included cash from operations, short-term and long-term borrowings from financial institutions, equity and
retained earnings, cash and cash equivalents.
Cash
Our anticipated cash flows are dependent on various factors that are beyond our control. See “Risk Factors” beginning on page
28. The following table sets forth certain information relating to our cash flows in Fiscal 2025, Fiscal 2024, and 2023:
(in ₹ millions)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Net cash flows from operating activities 355.89 56.59 289.70
Net cash flows (used in) investing activities (340.56) (622.81) (119.44)
Net cash flows generated from/ (used in) financing activities (453.39) 318.64 297.38
Net increase/ (decrease) in cash and cash equivalents (438.06) (247.58) 467.64
Cash and cash equivalents at the end of the year 296.35 734.41 981.99
Cash Flows generated from Operating Activities
Fiscal 2025
We generated ₹ 355.89 million net cash from operating activities during Fiscal 2025. Restated profit before tax for Fiscal 2025
was ₹ 1,022.36 million. Adjustments to reconcile restated profit before tax to operating profit before working capital changes
382primarily consisted of depreciation and amortization of ₹ 125.18 million, interest paid of ₹ 196.28 million and exchange rate
fluctuation and other related adjustments arising on consolidation of ₹ (24.79) million, which was partially offset by gain on
liquid funds (net) of ₹ 4.68 million, unrealised gain of fair value on equity instruments of ₹ 4.71 million, interest income on
security deposits and EMD of ₹ 1.69 million and interest income of ₹ 46.74 million.
Our adjustments for working capital changes for Fiscal 2025 primarily consisted of increase in trade and other receivables of ₹
950.19 million, increase in inventories by ₹ 1,265.74 million, increase in trade payables by ₹ 1,333.29 million, increase in other
current liabilities by ₹ 160.47 million, increase in other financial liabilities by ₹ 29.45 million and increase in short term
provisions by ₹ 12.62 million.
Cash generated from operations in Fiscal 2025 amounted to ₹ 570.52 million. This was offset by direct taxes paid (net of
refunds) of ₹ 214.63 million.
Fiscal 2024
We generated ₹ 56.59 million net cash from operating activities during Fiscal 2024. Restated profit before tax for Fiscal 2024
was ₹ 608.84 million. Adjustments to reconcile restated profit before tax to operating profit before working capital changes
primarily consisted of depreciation and amortization of ₹ 88.80 million, reversal on sale of subsidiary of ₹ 60.42 million, interest
paid of ₹ 229.63 million and exchange rate fluctuation and other related adjustments arising on consolidation of ₹ 27.59 million,
which was partially offset by gain on liquid funds (net) of ₹ 44.79 million, unrealised gain of fair value on equity instruments
of ₹ 13.31 million, interest income on security deposits and EMD of ₹ 3.57 million and interest income of ₹ 52.11 million.
Our adjustments for working capital changes for Fiscal 2024 primarily consisted of increase in trade and other receivables of ₹
124.09 million, increase in inventories by ₹ 211.69 million, decrease in trade payables by ₹ 408.02 million, increase in other
current liabilities by ₹ 78.61 million, increase in other financial liabilities by ₹ 19.73 million and decrease in short term
provisions by ₹ 5.38 million.
Cash generated from operations in Fiscal 2024 amounted to ₹ 237.89 million. This was offset by direct taxes paid (net of
refunds) of ₹ 181.30 million.
Fiscal 2023
We generated ₹ 289.70 million net cash from operating activities during Fiscal 2023. Restated profit before tax for Fiscal 2023
was ₹ 454.84 million. Adjustments to reconcile restated profit before tax to operating profit before working capital changes
primarily consisted of depreciation and amortization of ₹ 103.01 million, interest paid of ₹ 190.28 million, unrealised loss of
fair value on equity instruments of ₹ 5.51 million and exchange rate fluctuation and other related adjustments arising on
consolidation of ₹ 14.38 million. This was partially offset by interest income on security deposits and EMD of ₹ 2.39 million,
gain on liquid funds (net) of ₹ 13.58 million and interest income of ₹ 45.23 million.
Our adjustments for working capital changes for Fiscal 2023 primarily consisted of decrease in trade and other receivables by
₹ 138.28 million, decrease in inventories by ₹ 289.47 million, decrease in trade payables and other liabilities by ₹ 676.14
million, decrease in other current liabilities by ₹ 66.95 million, increase in other financial liabilities by ₹ 23.27 million and
increase in short term provisions by ₹ 0.21 million.
Cash generated from operations in Fiscal 2023 amounted to ₹ 410.92 million. This was offset by direct taxes paid (net of
refunds) of ₹ 121.22 million.
Cash Flows from Operating Activities vis-à-vis Revenue from Operations
Our revenue from operations increased by 24.34% from ₹7,950.60 million in Fiscal 2024 to ₹9,885.54 million in Fiscal 2025.
However, our cash flows from operating activities increased by 528.89% from ₹56.59 million in Fiscal 2024 to ₹355.89 million
in Fiscal 2025. This was primarily on account of adjustments for working capital changes of ₹680.09 million in Fiscal 2025.
This was on account of increase in trade and other receivables by ₹950.18 million, increase in inventories by ₹1,265.74 million
, and increase in trade payables by ₹1,333.29 million in Fiscal 2025.
Revenue from operations decreased marginally by 9.70% from ₹8,804.70 million in Fiscal 2023 to ₹7,950.60 million in Fiscal
2024. However, our cash flows from operating activities decreased by 80.47% from ₹289.70 million in Fiscal 2023 to ₹56.59
million in Fiscal 2024. This was primarily on account of adjustments for working capital changes of ₹650.84 million in Fiscal
2024. This was on account of increase in trade and other receivables by ₹124.09 million, increase in inventories by ₹211.69
million , and decrease in trade payables by ₹408.02 million in Fiscal 2024.
383Cash Flow used in Investing Activities
Fiscal 2025
Net cash used in investing activities was ₹ 340.56million in Fiscal 2025, primarily on account of purchase of fixed assets of ₹
423.21million. This was partially offset by interest income of ₹ 46.74million and proceeds from sale of investment of ₹
31.39million.
Fiscal 2024
Net cash used in investing activities was ₹ 622.81 million in Fiscal 2024, primarily on account of purchase of fixed assets of ₹
780.79 million. This was partially offset by sales of fixed assets of ₹ 65.08 million, interest received of ₹ 52.11 million and
proceeds from liquid funds (net) of ₹ 44.79 million.
Fiscal 2023
Net cash used in investing activities was ₹ 119.44 million in Fiscal 2023, primarily on account of purchase of fixed assets of ₹
181.96 million. This was partially offset by interest received of ₹ 45.23 million and proceeds from liquid funds (net) of ₹ 13.58
million.
Cash Flow generated from/ (used in) Financing Activities
Fiscal 2025
Net cash used in financing activities was ₹ 453.39 million in Fiscal 2025, primarily on account of repayment of borrowings
(net) of ₹ 387.09 million, finance cost paid of ₹ 196.28 million and share issue expenses of ₹ 58.31 million. This was partially
offset by proceeds from term loan of ₹ 200.00million.
Fiscal 2024
Net cash generated from financing activities was ₹ 318.64 million in Fiscal 2024, primarily on account of proceeds from
borrowings (net) of ₹ 119.94 million and proceeds from term loan of ₹ 441.00 million. This was partially offset by repayment
of lease liability of ₹ 8.11 million, finance cost of ₹ 229.63 million and share issue expenses of ₹ 4.56 million.
Fiscal 2023
Net cash generated from financing activities was ₹ 297.38 million in Fiscal 2023, primarily on account of proceeds from
borrowings (net) of ₹ 478.39 million and proceeds from term loan of ₹ 13.26 million. This was partially offset by repayment of
lease liability of ₹ 3.99 million and finance cost of ₹ 190.28 million.
NON-GAAP MEASURES
Certain measures included in this Prospectus, for instance, EBIT, EBITDA, EBITDA Margin, PAT Margin, Return on Equity,
Return on Capital Employed, Net Debt, Net Debt to EBITDA, Net Debt to Equity, Net Fixed Assets Turnover Ratio and Net
Asset Value (per Equity Share) (Non-GAAP Measures) presented in this Prospectus is a supplemental measure of our
performance and liquidity that is not required by, or presented in accordance with, Ind AS, IFRS or US GAAP. Further, these
Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS, IFRS or US GAAP 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, IFRS or US GAAP. In addition, Non-GAAP
Measures are not standardised terms, hence a direct comparison of Non-GAAP Measures between companies may not be
possible. Other companies may calculate the Non-GAAP Measure differently from us, limiting its usefulness as a comparative
measure. Although Non-GAAP Measures is 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 Factors – Certain Non-GAAP financial measures and other
statistical information relating to our operations and financial performance have been included in this Prospectus.” on page
52.
Reconciliation for the following non-GAAP financial measures included in this Prospectus are set out below for the periods
indicated:
384Reconciliation of Restated Profit for the year to EBITDA and EBITDA Margin:
(in ₹ million, unless stated otherwise)
Particulars Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Restated Profit for the year (I) 770.47 456.34 328.92
Adjustments:
Less: Other income (II) 83.35 132.00 85.34
Add: Total tax expense (III) 251.89 152.50 125.92
Add: Finance costs (IV) 199.58 230.58 191.79
Add: Depreciation and amortization expenses (V) 125.18 88.80 103.01
Earnings Before Interest, Tax, Depreciation and Amortization 1,263.77 796.22 664.30
(EBITDA) (VI = I - II + III + IV + V)
Revenue from Operations (VII) 9,885.54 7,950.60 8,804.70
EBITDA Margin (VIII =VI/VII) 12.78% 10.01% 7.54%
Reconciliation of Restated Profit for the year to PAT Margin:
(in ₹ million, unless stated otherwise)
Particulars Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Restated Profit for the year (I) 770.47 456.34 328.92
Total Income (II) 9,968.89 8,082.60 8,890.04
PAT Margin (III=I/II) 7.73% 5.65% 3.70%
Reconciliation of Total Equity to Return on Equity:
(in ₹ million, unless stated otherwise)
Particulars Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Total Equity (I) 3,065.34 2,330.32 1,805.12
Restated Profit for the year (II) 770.47 456.34 328.92
Less/(Add) Non Controlling Interest (III) - (2.25) (12.00)
Restated Profit for the year (Excluding Non Controlling Interest) (IV) 770.47 458.59 340.92
Return on Equity (V = IV/I)* 25.13% 19.68% 18.89%
Reconciliation of Total Equity to Capital Employed, Restated Profit for the year to EBIT and Return on Capital Employed:
(in ₹ million, unless stated otherwise)
Particulars Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Total Equity (I) 3,065.34 2,330.32 1,805.12
Non Controlling Interest (II) - - (9.64)
Non-current Borrowings (III) 542.13 438.83 892.70
Current Borrowings (IV) 1,319.20 1,609.59 594.78
Capital Employed (V = I + II + III + IV) 4,926.67 4,378.74 3,282.96
Restated Profit for the year (VI) 770.47 456.34 328.92
Adjustments:
Add: Total tax expense (VII) 251.89 152.50 125.92
Add: Finance costs (VIII) 199.58 230.58 191.79
E arnings Before Interest and Tax (EBIT) (IX = VI + VII + VIII) 1,221.94 839.42 646.63
Return on Capital Employed (X = IX/V)* 24.80% 19.17% 19.70%
Reconciliation of Total Borrowings to Net Debt, Net Debt to EBITDA and Net Debt to Equity:
(in ₹ million, unless stated otherwise)
Particulars Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Non-current Borrowings (I) 542.13 438.83 892.70
Current Borrowings (II) 1,319.20 1,609.59 594.78
Total Borrowings (III = I + II) 1,861.33 2,048.42 1,487.48
Adjustments:
Less: Cash and bank balances (IV) 296.35 734.41 981.99
Less: Bank balances other than above (V) 551.80 257.91 274.09
Net Debt (VI = III - IV - V) 1,013.18 1,056.10 231.40
385Particulars Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Restated Profit for the year (VII) 770.47 456.34 328.92
Adjustments:
Less: Other income (VIII) 83.35 132.00 85.34
Add: Total tax expense (IX) 251.89 152.50 125.92
Add: Finance costs (X) 199.58 230.58 191.79
Add: Depreciation and amortization expenses (XI) 125.18 88.80 103.01
Earnings Before Interest, Tax, Depreciation and Amortization 1,263.77 796.22 664.30
(EBITDA) (XII = VII - VIII + IX + X + XI)
Net Debt to EBITDA (XIII = VI/XII)* 0.80 1.33 0.35
Total Equity (XIV) 3,065.34 2,330.32 1,805.12
Non controlling interest (XV) - - (9.64)
Total Equity (Including Non controlling interest) (XVI) 3,065.34 2,330.32 1,795.48
Net Debt to Equity (XVII = VI/XVI) 0.33 0.45 0.13
Reconciliation of Revenue from Operations to Net Fixed Assets Turnover Ratio:
(in ₹ million, unless stated otherwise)
Particulars Year ended Year ended Year ended
March 31, 2025 March 31, 2024 March 31, 2023
R evenue from Operations (I) 9,885.54 7,950.60 8,804.70
Property, plant and equipment (II) 1,686.25 755.33 743.29
Capital work-in-progress (III) 21.76 662.26 18.57
Intangible assets (IV) 23.89 11.37 33.17
Right to use assets (V) 45.45 5.36 11.98
T otal Net Fixed Assets (VI = II + III + IV + V) 1,777.35 1,434.32 807.01
Net Fixed Assets Turnover Ratio (VII = I/VI)* 5.56 5.54 10.91
Reconciliation of Net Asset Value (per Equity Share)
(in ₹ million, unless stated otherwise)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Total Equity (Excluding non-controlling interest) (I) 3,065.34 2,330.32 1,805.12
Number of equity shares outstanding at the end of the year (II) 5,00,00,000 5,00,00,000 5,00,00,000
Net asset value per equity share (III) = (I/II) (₹ per equity share) 61.31 46.61 36.10
FINANCIAL INDEBTEDNESS
As of March 31, 2025 we had total borrowings of ₹ 1,861.33 million. Our Net Debt to Equity ratio was 0.33x as of March 31,
2025. For further information on our indebtedness, see “Financial Indebtedness” on page 392.
The following table sets forth certain information relating to our outstanding indebtedness as of Fiscal 2025, March 31, 2024,
and March 31, 2023:
Borrowings
(in ₹ million, unless stated otherwise)
Non-current borrowings Non-current portion Current maturities*
Particulars As at March As at 31 As at 31 As at March As at 31 As at 31
31, 2025 March 2024 March 2023 31, 2025 March 2024 March 2023
Secured
Vehicle loans - from Banks 11.57 27.93 11.48 16.36 16.26 11.77
Term loans - from Banks 530.56 400.00 - 69.44 - -
Unsecured
Loans from Related parties - 10.90 881.22 - - -
T erm Loans - from Banks - - - - - 3.20
542.13 438.83 892.70 85.80 16.26 14.97
Less: current maturities of long term - - - (85.80) (16.26) (14.97)
debts disclosed under 'current
borrowings'
Total non-current borrowings 542.13 438.83 892.70 - - -
386* Current maturities have been included as part of the current borrowings
Current borrowings
(in ₹ million, unless stated otherwise)
Particulars As at March 31, 2025 As at 31 March 2024 As at 31 March 2023
Secured
Working Capital loan from Banks 96.31 569.20 187.64
Buyer's Credit 1,137.09 1,024.13 379.26
Current Maturities of long term debt 85.80 16.26 14.97
Unsecured
Loan from Related Parties - - 12.91
Total 1,319.20 1,609.59 594.78
CONTINGENT LIABILITIES, CAPITAL COMMITMENTS, AND OFF-BALANCE SHEET ARRANGEMENTS
As of March 31, 2025, March 31, 2024, March 31, 2023 our contingent liabilities and capital commitments as per Ind AS 37 -
Provisions, Contingent Liabilities and Contingent Assets, that have not been provided for, were as follows:
(in ₹ million, unless stated otherwise)
Particulars As at March 31, 2025 As at 31 March, 2024 As at 31 March, 2023
Contingent liability:
Outstanding Bank Guarantees and bonds* 1,033.10 1,123.82 820.17
Total Contingent Liabilities 1,033.10 1,123.82 820.17
Capital Commitments
Estimated amount of contracts remaining to be executed on 45.67 61.20 46.48
capital account and not provided for
Total capital commitments 45.67 61.20 46.48
* Bank Guarantees consists on Advance Bank Guarantees (ABG) and Performance Bank Guarantees (PBG) and bond issued by the bank on behalf of the
Company in favour of its customers. The Advance Bank guarantees are issued when we are securing our advance against the order. The same is cancelled
when prorata supply is made. Performance bank guarantees are issued to secure the performance against the job and it is normally issued at the end of
the project against satisfactory performance and normally has a validity for a year.
For further information on our contingent liabilities and capital commitment as at March 31, 2025, March 31, 2024, March 31,
2023,as per Ind AS 37, see “Other Financial Information” on page 361.
Except as disclosed elsewhere in this Prospectus, there are no off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that we believe are material to investors.
CONTRACTUAL OBLIGATIONS AND COMMITMENTS
The following table sets forth certain information relating to future payments due under known contractual commitments as of
Fiscal 2025, March 31, 2024, and March 31, 2023 aggregated by type of contractual obligation:
(in ₹ million)
Particulars Carrying amount Less than 12 months More than 12 months Total
As at March 31, 2025
Financial Liabilities
Borrowings 1,861.33 1,319.20 542.13 1,861.33
Trade Payables 2,266.43 2,256.36 10.07 2,266.43
Other Financial Liabilities 153.94 153.94 - 153.94
Total 4,281.70 3,729.50 552.20 4,281.70
As at March 31, 2024
Financial Liabilities
Borrowings 2,048.42 1,609.59 438.83 2,048.42
Trade Payables 933.14 927.35 5.79 933.14
Other Financial Liabilities 124.49 124.49 - 124.49
Total 3,106.05 2,661.43 444.62 3,106.05
As at March 31, 2023
Financial Liabilities
Borrowings 1,487.48 594.78 892.70 1,487.48
Trade Payables 1,341.16 1,339.68 1.48 1,341.16
Other Financial Liabilities 104.76 104.76 - 104.76
Total 2,933.40 2,039.22 894.18 2,933.40
387CAPITAL EXPENDITURES
In Fiscal 2025, Fiscal 2024, and Fiscal 2023, our capital expenditure towards additions to property, plant and equipment were ₹ 423.21 million, ₹ 780.79 million, and ₹ 181.96 million respectively.
(in ₹ million)
Particulars Land Leasehold Factory Plant & Electrical Furniture & Computer Office Vehicles Motor Total Capital
Land Building Equipment Installation Fixtures Equipments Buses work in
Progress
Deemed cost (gross carrying
amount)
Balance As at 1 April 2022 31.44 - 413.26 896.47 45.25 38.10 50.55 26.08 120.53 21.90 1,643.58 18.07
Additions 2.83 119.68 1.77 30.05 0.35 0.62 2.34 1.96 19.97 - 179.57 0.50
Disposal/Adjustment - - - - - - - - 8.64 1.01 9.65 -
Balance As at 31 March 2023 34.27 119.68 415.03 926.52 45.60 38.72 52.89 28.04 131.86 20.89 1,813.50 18.57
Additions - 4.36 - 39.55 17.48 0.18 4.77 7.47 52.23 - 126.04 654.50
Disposal/Adjustment 2.87 - 50.54 14.99 2.06 8.24 8.07 3.44 24.57 - 114.78 10.81
Balance As at 31 March 2024 31.40 124.04 364.49 951.08 61.02 30.66 49.59 32.07 159.52 20.89 1,824.76 662.26
Additions - 0.01 491.61 468.37 46.96 16.76 5.05 10.05 8.51 - 1,047.32 192.28
Disposal/Adjustment - - - 1.54 0.21 4.62 1.10 0.17 3.47 0.55 11.66 832.78
Balance As at 31 March 2025 31.40 124.05 856.10 1,417.91 107.77 42.80 53.54 41.95 164.56 20.34 2,860.42 21.76
Accumulated depreciation
Balance As at 1 April 2022 - - 143.32 639.73 38.06 27.58 44.62 19.32 75.37 6.30 994.30 -
Charge for the year - - 14.51 48.15 1.15 2.07 3.01 2.86 9.35 2.62 83.72 -
Disposal/Adjustment - - - - - - - - 6.85 0.96 7.81 -
Balance As at 31 March 2023 - - 157.83 687.88 39.21 29.65 47.63 22.18 77.87 7.96 1,070.21 -
Charge for the year - - 11.89 38.14 1.78 1.24 2.69 4.00 11.13 2.55 73.42 -
Disposal/Adjustment - - 21.68 12.97 1.64 6.25 6.95 3.12 21.59 - 74.20 -
Balance As at 31 March 2024 - - 148.04 713.05 39.35 24.64 43.37 23.06 67.41 10.51 1,069.43 -
Charge for the year - 1.04 24.44 57.55 6.24 2.04 2.78 3.01 13.43 2.45 112.98 -
Disposal/Adjustment - - - 0.63 0.12 3.85 0.92 0.07 2.29 0.36 8.24 -
Balance As at 31 March 2025 - 1.04 24.44 769.97 45.47 22.83 45.23 26.00 78.55 12.60 1,174.17 -
Net Block
Balance as at 31 March 2023 34.27 119.68 257.20 238.64 6.39 9.07 5.26 5.86 53.99 12.93 743.29 18.57
Balance As at 31 March 2024 31.40 124.04 216.45 238.03 21.67 6.02 6.22 9.01 92.11 10.38 755.33 662.26
Balance As at 31 March 2025 31.40 123.01 683.62 647.94 62.30 19.97 8.31 15.95 86.01 7.74 1,686.25 21.76
388RELATED PARTY TRANSACTIONS
We enter into various transactions with related parties in the ordinary course of business. These transactions principally include
sale of goods, expenses paid, expenses recovered, interest on loan paid, purchase of goods, unsecured loan taken and unsecured
loans repaid. For further information relating to our related party transactions, see “Related Party Transactions” on page 298.
The table below sets out certain details in connection with related party transactions:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Related Party - Asset transactions (in ₹ million) 6.00 133.23 -
as a % of Total Assets 0.07% 2.10% -
Related Party - Borrowings availed/(Repaid) (Net) (in ₹ million) 31.21 (922.82)* 120.01
as a % of Total borrowings 1.68% (45.05)% 8.07%
Related Party - Income Transactions (in ₹ million) 725.41 1,990.53 3,109.10
as a % of Total Income 7.28% 24.63% 34.97%
Related Party - Expense transactions (in ₹ million) 149.74 333.85 1,150.14
as a % of Total Expenses 1.67% 4.47% 13.64%
*This includes repayment of unsecured loans availed in Fiscal 2024, Fiscal 2023, Fiscal 2016 .
AUDITOR’S OBSERVATIONS
There are no auditor qualifications that have not been given effect to in the Restated Consolidated Financial Statements.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are exposed to market risks that are related to the normal course of our operations such as interest rate, liquidity risk, foreign
exchange risk and reputational risk, which may affect economic growth in India and the value of our financial liabilities, our
cash flows and our results of operations.
Credit Risk
Credit risk arises when a counterparty defaults on its contractual obligations to pay resulting in financial loss to the Company.
The Company is exposed to credit risk primarily from trade receivables, loans and other financial assets including deposits with
banks. The customer credit risk is managed subject to the Company’s established policy, procedure and controls relating to
customer credit risk management. In order to contain the business risk, prior to acceptance of an order from a customer, the
creditworthiness of the customer is ensured through scrutiny of its financials, if required, market reports and reference checks.
The Company remains vigilant and regularly assesses the financial position of customers during execution of contracts with a
view to limit risks of delays and default. Further, in most of the cases, the Company normally allow credit period of 0-90 days
to all customers which vary from customer to customer.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in raising funds to meet commitments associated with
financial instruments that are settled by delivering cash or another financial asset. Liquidity risk may result from an inability to
sell a financial asset quickly to close to its fair value. The Company's objective is to, at all times maintain optimum levels of
liquidity to meet its cash and collateral requirements. The Company closely monitors its liquidity position and deploys a robust
cash management system. It maintains adequate sources of financing from both banks and financial institutions at an optimised
cost.
Market Risk
We are exposed to various types of market risks during the normal course of business. Market risk is the risk that fair value of
future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises of currency
rate risk, interest rate risk and other price risk, such as equity price risk and commodity price risk. The objective of market risk
management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
Interest Rate Risk
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. Borrowings availed by the Company are subject to interest on fixed rates as these are taken only for the
purpose to finance the business and such borrowings are repayable on demand. Interest rates are highly sensitive to many factors
beyond our control, including the monetary policies of the RBI, domestic and international economic and political conditions,
inflation and other factors. For further information, see “Financial Indebtedness” on page 392.
389Inflation Risk
In recent years, India has experienced relatively high rates of inflation. While we believe inflation has not had any material
impact on our business and results of operations, inflation generally impacts the overall economy and business environment
and hence could affect us.
UNUSUAL OR INFREQUENT EVENTS OR TRANSACTIONS
Except as described in this 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.
KNOWN TRENDS OR UNCERTAINTIES
Our business has been subject, and we expect it to continue to be subject, to economic changes arising from the trends identified
above in “Management’s Discussion and Analysis of Financial Condition and Results of Operations - Significant Factors
Affecting our Results of Operations” and the uncertainties described in “Risk Factors” on pages 363 and 28, respectively. To
our knowledge, except as discussed in this 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 INCOME
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, 204 and 363 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
Except as set out in this Prospectus in the sections “Our Business” on page 204, we have not announced and do not expect to
announce in the near future any new products or business segments.
COMPETITIVE CONDITIONS
We operate in a competitive environment and expect to continue to compete with existing and potential competitors. See “Risk
Factors”, “Industry Overview” and “Our Business” on pages 28, 145 and 204, respectively, for further details on competitive
conditions that we face across our various business segments.
SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS
We have in the past derived a major portion of our revenue from a limited number of customer groups and may derive a major
portion of our revenue from such customers. For details, see “Risk Factors- We derive a portion of our revenues from few
customers and repeat orders which we identify as orders placed by customer groups that have placed orders with our Company
previously. For Fiscal 2025, 57.32% of our consolidated revenue from operations was derived from repeat customers, and
42.64% was contributed by our top five customer groups. Any loss of, or a reduction in the repeat orders received by us could
adversely affect our business, results of operations, financial condition and cash flows” on page 32.
SEASONALITY/ CYCLICALITY OF BUSINESS
Our PEB and Self-Supported Roofing business is seasonal in nature. For details, see “Risk Factors- Our financial results may
be subject to seasonal variations and cyclical nature of the industry” on page 46.
MATERIAL DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF
OPERATIONS
There have been no significant developments after March 31, 2025, the date of the last financial statements contained in this
Prospectus, to the date of filing of this Prospectus, which materially and adversely affects, or is likely to affect, our trading or
profitability, or the value of our assets, or our ability to pay our liabilities within the next 12 months.
390CAPITALISATION STATEMENT
The following table sets out our Company’s capitalization as at March 31, 2025, as derived from our Restated Consolidated
Financial Statements. This table should be read in conjunction with the sections titled “Management’s Discussion and Analysis
of Financial Condition and Results of Operations”, “Financial Information” and “Risk Factors” beginning on pages 363, 300
and 28, respectively.
(all amounts are in ₹ million, except ratios)
Particulars Pre-Offer as at March 31, As adjusted for the
2025 proposed Offer
Current borrowings* 1,233.40 1,233.40
Non-current borrowings (including current maturity and interest accrued and 627.93 627.93
due on borrowings) *
Total Borrowings (A) 1,861.33 1,861.33
Equity share capital* 500.00 571.48
Other Equity* 2,565.34 5,243.86#
Total Equity (B) 3,065.34 5,815.34
Total Capital 4,926.67 7,676.67
Ratio: Non-current borrowings / Total Equity 0.20 0.11
Ratio: Total Borrowings / Total equity 0.61 0.32
* These terms shall carry the meaning as per Schedule III of the Companies Act, 2013 (as amended).
# The other equity amount has not been adjusted for share issue expenses in relation to the Fresh Issue.
Notes:
1. The above has been computed on the basis of the Restated Consolidated Financial Statements of the Company for the financial year ended March 31,
2025.
391FINANCIAL INDEBTEDNESS
Our Company and its Subsidiaries avail credit facilities in the ordinary course of business. For details regarding the borrowing
powers of our Board, see “Our Management - Borrowing Powers of our Board” on page 272. For the purposes of the Offer,
the Company has obtained the necessary consents from our lenders as required under the relevant borrowing arrangements for
undertaking activities relating to the Offer.
Set out below is a brief summary of the aggregate borrowings by our Company and its Subsidiaries as of May 31, 2025 on a
consolidated basis:
(₹ in million)
Category of borrowing Sanctioned amount Outstanding amount as on May 31, 2025
Secured-Consortium
Working capital facilities
Fund based 600.00 39.10
Non-fund based 4,000.00 2,966.60
Term loans 600.00 600.00
Sub-total (A) 5,200.00 3,605.70
Secured-outside Consortium
Working capital facilities
Fund based - -
Non-fund based 200.00 60.30
Sub-total (B) 200.00 60.30
Unsecured Loans - -
FD OD (C) 50.00 45.10
Total borrowings* (D=A+B+C) 5,450.00 3,711.10
* Excludes vehicle loans
As certified by Talati & Talati LLP, Statutory Auditor (110758W/W100377), pursuant to their certificate dated July 16, 2025.
Bank Name Date of Type of Loan Case of past Secured/Unsecured IPO Approval Sanctioned
Sanction default Limit Amount
(in ₹ million)
ICICI Bank December Working Capital facilities No Secured Consent 750.00
Ltd 20, 2024 including fund based and non received
fund based limits
ICICI Bank December Working Capital facilities No Loan agreement Consent 350.00
Ltd 20, 2024 including fund based and non executed and personal received
fund based limits guarantee given.
Hypothecation and
mortgage pending.
Standard September Working Capital facilities No Secured Consent 825.00
Chartered 10, 2024 including fund based and non received
Bank fund based limits
HDFC Bank October 8, Working Capital facilities No Secured Consent 750.00
Ltd 2024 including fund based and non received
fund based limits
Kotak May 16, Working Capital facilities No Secured Consent 863.00
Mahindra 2024 including fund based and non received
Bank Ltd fund based limits
Bank of February Working Capital facilities No Secured Consent 433.00
Baroda 25, 2025 including fund based and non received
fund based limits
Bank of February Overdraft fully secured by No Secured Consent 100.00
Baroda 25, 2025 Fixed Deposits received
Axis Bank April 3, Working Capital facilities No Secured Consent 329.00
2025 including fund based and non received
fund based limits
Axis Bank April 3, Working Capital facilities No Secured Consent 250.00
2025 including fund based and non received
fund based limits
Standard January 5, Term Loan No Secured Consent 200.00
Chartered 2024 received
Bank
HDFC Bank January 22, Term Loan No Secured Consent 200.00
Ltd 2024 received
392Bank Name Date of Type of Loan Case of past Secured/Unsecured IPO Approval Sanctioned
Sanction default Limit Amount
(in ₹ million)
Kotak January 29, Term Loan No Secured Consent 200.00
Mahindra 2024 received
Bank Ltd
Standard September Working Capital non fund No Secured Consent 200.00
Chartered 10, 2024 based limits received
Bank*
Total 5,450.00
* PBSPL’s limit with our Company as the co-borrower.
Principal terms of the facilities sanctioned to our Company:
The details provided below are indicative and there may be additional terms, conditions and requirements under the various
financing documentation executed by us in relation to our indebtedness.
1. Interest: Our financing arrangements typically have floating rates of interest linked to a base, as specified by respective
lenders. The rate of interest for our working capital facilities typically ranges up to 12.00% per annum, and is subject
to changes in line with the Reserve Bank of India policies.
2. Penal Interest: The terms of certain of our borrowings prescribe penalties for non-compliance of certain obligations
by us, inter alia, delay in the repayment of principal instalment, interest, charges or other monies due on the facility,
non-submission of annual financial statements and other irregularities as specified in the terms of sanction. The default
interest payable on our borrowings typically ranges from 0.25% to 2% per annum. Additional interest as specified by
the lenders may be charged in case of continuation of the non-compliance beyond a certain period.
3. Pre-payment penalty: The terms of the borrowings availed by us typically have pre-payment provisions, which allow
for pre-payment of the outstanding amount on giving notice to the concerned lender, the payment of prepayment
penalty in accordance with the relevant financing arrangement mutually agreed from time to time.
4. Validity/Tenor: The working capital facilities availed by us are typically available for a period of 12 months, subject
to periodic review by the relevant lender. The tenor of the term loans availed by us typically range from 5 years to 8
years.
5. Security: In terms of our secured borrowings, we are required to inter alia:
(a) First Pari Passu Charge for Working Capital Fund Based and Non-Fund Based facilities on immovable
property, Current asset and Movable Fixed assets of the Company except fixed assets for Cheyyar plant
Chennai
(b) First Parri Passu Charge for Term Loans on immovable property and Movable Fix assets of the Cheyyar Plant
of the Company.
(c) Equitable mortgage on immovable property i.e.F-903, Tulip Citadel, Ahmedabad and Property at 403-A &
403-B "Shikhar Building", Survey no. 104, Village-Khoda, Sanand, Survey No. 435/2, Village - Moraiya -
All properties owned by Group Concerns
(d) Personnel Guarantee of Directors namely Chirag Hasmukhbhai Patel, Malav Girishbhai Patel, Girishbhai
Manibhai Patel and Vipinbhai Kantilal Patel
Please note that the abovementioned list is indicative and there may be additional securities created under various
borrowing arrangements by us.
6. Repayment: The working capital facilities are typically repayable on demand or on their respective due dates within
the maximum tenure. The term loans are typically repayable in structured instalments.
7. Key Covenants: Certain of our borrowing arrangements provide for covenants restricting certain corporate actions,
and we are required to take the prior approval of the relevant lender before undertaking such corporate actions, such
as following:
(a) effecting any change in the constitution/composition of the Company or permitting any transfer of controlling
interest or effecting any change in the management set-up;
(b) effecting any change in our ownership or capital structure where the shareholding of the existing promoter
and promoter group gets diluted below certain specified levels or leads to dilution in controlling stake;
393(c) making any amendments in the Memorandum of Association or Articles of Association;
(d) sell, assign, mortgage or otherwise dispose of any assets charged by the lender;
(e) formulate any scheme of amalgamation or reconstruction or effecting any mergers and acquisitions;
(f) failure to pay any amount due and payable to lender, including instalments, servicing of interest on the
facilities availed by the Company;
(g) declare dividends for any year except out of profits relating to that year;
(h) invest by way of share capital in or lend or advance fund to or place deposits with other concern, including
group concerns, with the exception of normal trade credit or security deposit in the ordinary course of business
or advances to employees;
(i) undertake any guarantee or letter of comfort in the nature of guarantee on behalf of any other company,
including group companies.
8. Events of default: The borrowing arrangements entered into by us, contain standard events of default, including:
(a) default in payment of interest, other charges or instalment amount due or repayment of principal amounts;
(b) non-compliance with ownership, financial, performance and/or security covenants;
(c) any change of ownership, control and/or management of the Company;
(d) material adverse change affecting the business or financial position of the Company;
(e) utilisation of the facilities or any part thereof for purposes other than as sanctioned by the lender;
(f) any security furnished to secure obligations or liabilities of the Company to the lender is or becomes invalid
or unenforceable;
(g) cessation of business or threat of cessation of business of the Company;
(h) expropriation, nationalisation or compulsory acquisition by authority of government;
(i) initiation of winding-up or liquidation proceedings of the Company; and
(j) cross defaults across other facilities of the Company or its affiliates or associated companies.
This is an indicative list and there may be additional terms that may amount to an event of default under the various
borrowing arrangements entered into by us.
9. Consequences of occurrence of events of default: Upon the occurrence of events of default, our lenders may:
(a) Accelerate the maturity of facility and declare all amounts outstanding in respect of facility due and payable
immediately;
(b) Recall advance and take any recovery action;
(c) Convert whole or part of the outstanding loan obligations into fully paid-up Equity Shares;
(d) Enforce security or change any of the terms of sanction;
(e) Impose penal interest on the principal amount; and
(f) Appoint a nominee director on board of the Company.
The above is an indicative list and there may be additional consequences of an event of default under the various borrowing
arrangements entered into by us.
For further details of financial and other covenants required to be complied with in relation to our borrowings, see “Risk Factors
- We have indebtedness which requires cash flows to service and limits our ability to operate freely. Any breach of terms under
our financing arrangements or our inability to comply with repayment and other covenants in the financing agreements could
adversely affect our business, financial condition, cash flows and credit rating.” on page 49.
394SECTION VI – LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no outstanding (i) criminal proceedings (including first information reports)
involving our Company, its Subsidiaries, its Directors or Promoters; (ii) actions by any regulatory authorities and statutory
authorities (including any notices by such authorities) against our Company, its Subsidiaries, its Directors or Promoters; (iii)
consolidated disclosure of all outstanding claims related to direct and indirect taxes, giving the number of cases and total
amount; and (iv) for all outstanding civil/ arbitration proceedings and other pending litigations involving our Company,
Directors, Promoters or Subsidiaries (other than proceedings covered under (i) to (iii) above) as determined to be material by
our Board pursuant to the policy on materiality (“Materiality Policy”) approved by the Board of Directors, in each case
involving our Company, Subsidiaries, Promoters and Directors (“Relevant Parties”).
All outstanding criminal proceedings involving the Key Managerial Personnel and the Senior Management and actions taken
by the regulatory and statutory authorities against such Key Managerial Personnel and the Senior Management shall also be
disclosed.
Further, except disclosed in this section, there are (i) no disciplinary actions including penalties imposed by the SEBI or the
stock exchanges against our Promoters in the last five Fiscals including any outstanding action; and (ii) no findings or
observations arising out of any inspections by the Securities and Exchange Board of India or by any other regulator in or
outside India in the last five Fiscals which are outstanding.
For the purpose of identification of material litigation in (iv) above, our Board has considered and adopted the following
Materiality Policy with regard to outstanding litigation in relation to the Relevant Parties to be disclosed in this Prospectus
pursuant to the Board resolution dated July 14, 2025:
Monetary threshold: pending civil cases involving the Relevant Parties which involves an amount of more than ₹25.93 million,
being 5% of the total consolidated absolute average profit after tax, as per the Restated Consolidated Financial Statements
shall be considered material and included in this Prospectus;
Subjective threshold: under this test, such pending matters involving our Company and its Subsidiaries, whose outcome may
have a material impact, in the opinion of the Board, on the business, performance, financial position, cash flows, prospects,
reputation, operations or any adverse impact on the Company, irrespective of their monetary quantum, will necessitate
disclosure. This may include any writ petitions filed involving the Company or similar matters which may have a material
impact on the business of the Company and all outstanding civil litigation against the Promoters and Directors of the Company
where an adverse outcome would materially and adversely affect the business, prospects, cash flows, performance, operations
or financial position or reputation of the Company (irrespective of the amount involved in such litigation), would be considered
as material for the Company.
Pre-litigation notices received (excluding those notices issued by governmental, statutory, regulatory, judicial, quasi-judicial,
taxation authorities or notices threatening criminal action) by our Company, our Subsidiaries, Directors or Promoters from
third parties shall not be considered as litigation unless otherwise decided by the Board or until such time that any of our
Company, our Subsidiaries, Directors or Promoters, as the case may be, is impleaded as a party in proceedings initiated before
any court, arbitrator, tribunal, judicial forum or governmental authority.
For identification of material creditors, creditors of the Company (except banks and financial institutions from whom our
Company has availed financing facilities) to whom an amount having a monetary value which exceeds 5% of the total trade
payables of our Company as of the end of the most recent period covered in the Restated Consolidated Financial Statements of
the Company is outstanding, shall be considered as ‘material’. Accordingly, creditors of our Company to whom our Company
owes an amount exceeding ₹113.32 million are considered material (“Material Creditor”), including the consolidated number
of creditors and the aggregate amount involved.
I. Litigation involving our Company
A. Litigation filed by our Company
Material civil litigation
1. Our Company (on behalf of its Phenix division) and our Subsidiary, Phenix Building Solutions Private
Limited (“PBSPL”), as the operational creditors, have filed applications dated January 30, 2024, to initiate
corporate insolvency resolution process under the Insolvency and Bankruptcy Code, 2016, against Mascot
Suryapur LLP, the corporate debtor (“Mascot”) before the National Company Law Tribunal, Ahmedabad
Bench (“NCLT”). Mascot engaged the services of our Company and PBSPL, for setting up a pre-engineered
building at Mascot Industrial Park in Surat. However, despite Mascot issuing a completion certificate dated
395March 15, 2023, there are outstanding dues of ₹7.22 million to PBSPL, for supply of prefabricated building
and ₹9.22 million to our Company, for erection of prefabricated building. Our Company and PBSPL have
raised invoices and issued various letters to clear the outstanding dues. Subsequently, our Company has issued
a demand notice dated December 30, 2023 for ₹11.76 million (including interest of ₹2.54 million) to Mascot,
while PBSPL has issued a demand notice date December 30, 2023 for ₹10.54 million, in respect of the unpaid
dues. On February 14, 2024, NCLT passed an order to dismiss the petition filed by PBSPL since the statutory
demand notice issued under Section 8 of the Insolvency and Bankruptcy Code, 2016 was not served on
Mascot. Additionally, on May 3, 2024, the NCLT division bench dismissed PBSPL’s restoration application
to maintain our application. On June 28, 2024, the NCLT passed an order to dismiss the petition filed by our
Company, (together with the NCLT orders dated February 14, 2024, and May 3, 2024, the “NCLT Orders”).
Our Company and our Subsidiary, Phenix Building Solutions Private Limited, have filed appeals before the
National Company Law Appellate Tribunal, New Delhi, to set aside the NCLT Orders. The matter is currently
pending.
Criminal proceedings
1. Our Company has filed a first information report (“FIR”) before the senior inspector of police, Dusi police
station, in relation to a missing welding copper wire. It has been alleged that a 200 meters welding copper
wire had gone missing on December 30, 2024 and a search was conducted to find the welding copper wire,
having a value of ₹0.41 million. The matter is currently pending.
B. Litigation filed against our Company
Material civil litigation
1. Nil
Criminal proceedings
1. Nil
Actions by regulatory and statutory authorities
1. Nil
II. Litigation involving our Subsidiaries
A. Litigation filed by our Subsidiaries
Material civil litigation
1. Our Subsidiary, Phenix Building Solutions Private Limited (“PBSPL”), as the operational creditor, has filed
an application dated July 21, 2023 (“Application”) to initiate corporate insolvency resolution process under
the Insolvency and Bankruptcy Code, 2016 (the “Code”), against Rajgreen Amusement Park Pvt. Ltd., the
corporate debtor (“Rajgreen”) before the National Company Law Tribunal, Ahmedabad Bench (“NCLT”).
Rajgreen engaged the services of our Company and PBSPL, for design, manufacturing, supply and
construction/ erection of an amusement park at Surat. PBSPL entered into an agreement with Rajgreen dated
April 17, 2018 for the total quantity supply of 1,414 MT. However, despite supply of materials by PBSPL
and issue of various invoices, there were outstanding dues of ₹67.90 million by Rajgreen. Thereafter, PBSPL
issued a demand notice dated January 18, 2021 under the provisions of Section 8 of the Code. Before the
pronouncement of the order for the Application, to explore the possibility of settlement, consent terms dated
November 18, 2021 were executed between PBSPL and Rajgreen, wherein Rajgreen agreed to pay a sum of
₹49.35 million including interest until April 2022, which was also breached by Rajgreen. PBSPL filed an
interlocutory application, during the pendency of which Rajgreen paid ₹7.5 million and issued a few post-
dated cheques. In view of the aforesaid part payment and the post-dated cheques, PBSPL withdrew the
interlocutory application. However, subsequent to failure to abide by the Consent Terms and dishonor of the
cheques against the balance payment, PBSPL has issued a demand notice dated May 10, 2023 for ₹30.85
million to Rajgreen for unpaid dues. The matter is currently pending.
2. Phenix Building Solutions Private Limited (“PBSPL”), as the operational creditors, have filed applications
dated January 30, 2024 to initiate corporate insolvency resolution process under the Insolvency and
Bankruptcy Code, 2016, against Mascot Suryapur LLP, the corporate debtor (“Mascot”) before the National
Company Law Tribunal, Ahmedabad Bench (“NCLT”). For further details, please see “Litigation Involving
our Company – Litigation filed by our Company – Material Civil Litigation” on page 395.
396Criminal proceedings
1. Our subsidiary, Phenix Building Solutions Private Limited (“PBSPL”), has filed a complaint against
Rajgreen Amusement Park Private Limited (“Rajgreen”) and others before the Hon’ble Additional
Meteropolitan Magistrate, Ahmedabad (“Magistrate”), under section 138 of the Negotiable Instruments Act,
1881 for an outstanding sum of ₹3.04 million. An application has also been filed by PBSPL on February 13,
2024 before the Magistrate seeking interim compensation of 20% of the amount under section 143-A of the
Negotiable Instruments Act, 1881.
B. Litigation filed against our Subsidiaries
Material civil litigation
1. Nil
Criminal proceedings
1. Nil
Actions by regulatory and statutory authorities
1. Nil
III. Litigation involving our Directors
A. Litigation filed by our Directors
Material civil litigation
1. Nil
Criminal proceedings
1. Nil
B. Litigation filed against our Directors
Material civil litigation
1. Nil
Criminal proceedings
1. Nil
Actions by regulatory and statutory authorities
1. Nil
IV. Litigation involving our Promoters
A. Litigation filed by our Promoters
Material civil litigation
1. Nil
Criminal proceedings
1. Nil
B. Litigation filed against our Promoters
Material civil litigation
1. Nil
397Criminal proceedings
1. Nil
Actions by regulatory and statutory authorities
1. Nil
Disciplinary actions including penalty imposed by the SEBI or Stock Exchanges against our Promoters in the last five
Fiscals
1. Nil
V. Litigation involving our Key Managerial Personnel and Senior Management
A. Litigation filed by our Key Managerial Personnel and Senior Management
Criminal proceedings
1. Nil
B. Litigation filed against our Key Managerial Personnel and Senior Management
Criminal proceedings
1. Nil
Actions by regulatory and statutory authorities
1. Nil
VI. Tax proceedings involving our Company, Subsidiaries, Promoters and Directors
Details of outstanding tax proceedings involving our Company, Subsidiaries, Promoters and Directors as of the date
of this Prospectus are disclosed below:
Nature of proceedings Number of Amount involved*
proceedings (in ₹ million)
Direct Tax
Company 6 216.60
Promoters (including the Promoter Directors) Nil Nil
Directors (Non-Promoter Directors) 13 34.32
Subsidiaries Nil Nil
Indirect Tax
Company 18 649.69
Promoters (including the Promoter Directors) Nil Nil
Directors (Non-Promoter Directors) Nil Nil
Subsidiaries 3 34.00
* to the extent quantifiable
VII. Litigation involving our Group Companies
As on the date of this Prospectus, there are no pending litigation proceedings involving our Group Companies which
will have a material impact on our Company.
VIII. Outstanding dues to creditors
In terms of the Materiality Policy, the creditors to whom the amount due by our Company exceeds 5% of the total
trade payables (i.e., 5% of ₹2,266.43 million, which is ₹113.32 million) of our Company as per the Restated
Consolidated Financial Statements have been considered as Material Creditors of our Company for the purposes of
disclosure in this Prospectus. Details of outstanding dues owed to Material Creditors, MSME creditors and other
creditors of our Company based on such determination, as on March 31, 2025, are disclosed below:
Type of creditors* Number of creditors Amount involved
(in ₹ million)
Dues to Micro, Small and Medium Enterprises** 92 126.74
398Type of creditors* Number of creditors Amount involved
(in ₹ million)
Dues to a Material Creditor(s) 4 1,652.50
Dues to other creditors 557 487.19^
Total 653 2,266.43
* As certified by Talati & Talati LLP, Chartered Accountants (110758W/W100377), by way of their certificate dated July 16, 2025
** As Defined under the Micro, Small and Medium Enterprises Development Act, 2006, as amended
^ This included provisions for expenses of ₹9.03 million
The details pertaining to outstanding dues to the Material Creditors, along with names and amounts involved for each
such Material Creditor are available on the website of our Company at www.mbel.in.
It is clarified that such details available on our Company’s website do not form a part of this Prospectus and should
not be deemed to be incorporated by reference. Anyone placing reliance on any source of information including our
Company’s website would be doing so at their own risk.
IX. Material Developments since the last balance sheet date
Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
page 363, there have been no material developments, since the date of the last financial statements disclosed in this
Prospectus, which materially and adversely affect, or are likely to affect, our operations or our profitability taken as a
whole or the value of our consolidated assets or our ability to pay our liabilities within the next 12 months.
399GOVERNMENT AND OTHER APPROVALS
Our business requires various approvals, consents, licenses, registrations, and permits issued by relevant governmental,
statutory, and regulatory authorities of the respective jurisdictions under various rules and regulations. We have set out below
an indicative list of material consents, licenses, permissions, registrations, and approvals from the Government of India, various
governmental agencies and other statutory and/or regulatory authorities obtained by our Company and Material Subsidiary
which are considered necessary for the purpose of undertaking our business activities and other than as stated below, no further
material approvals from any regulatory or statutory authority are required to undertake the Offer or continue such business
and operations. Unless otherwise stated, these material approvals are valid as of the date of this Prospectus. In addition, certain
of our material approvals may have expired or may expire in the ordinary course of business, from time to time and our
Company and Material Subsidiary has either already made an application to the appropriate authorities for renewal of such
material approvals or is in the process of making such renewal applications. In relation to the business activities and operations
of our Company and Material Subsidiary, we have disclosed below the material approvals applied for but not received. We
have also set out below (i) material approvals that have expired and for which renewal applications have been made by our
Company and Material Subsidiary (ii) material approvals applied for by our Company and Material Subsidiary but not
received; and (iii) material approvals required but yet to be obtained or applied for by our Company and Material Subsidiary.
For further details in connection with the regulatory and legal framework within which we operate, see the section titled “Key
Regulations and Policies” on page 249. For details of corporate and other approvals in relation to the Offer, see “Other
Regulatory and Statutory Disclosures – Authority for the Offer” on page 408 and for incorporation details of our Company,
see “History and Certain Corporate Matters” on page 256.
I. Incorporation details of our Company and Material Subsidiary
(i) Certificate of incorporation dated June 16, 1981, issued by the RoC under the name of ‘Manibhai and Brothers
(Construction) Private Limited’.
(ii) Fresh certificate of incorporation dated November 22, 2006, issued by the RoC, consequent upon change in
name from ‘Manibhai and Brothers (Construction) Private Limited’ to ‘M&B Engineering Private Limited’.
(iii) Fresh certificate of incorporation dated March 30, 2011, pursuant to conversion into a public limited company
issued by the RoC, consequent upon change in name from ‘M&B Engineering Private Limited’ to ‘M&B
Engineering Limited’.
(iv) The corporate identity number (“CIN”) of our Company is U45200GJ1981PLC004437.
(v) Certificate of incorporation of our Material Subsidiary dated November 2, 2007, issued by the Registrar of
Companies, Gujarat, Dadra and Nagar Havelli.
(vi) The CIN of our Material Subsidiary is U45201GJ2007PTC052112.
A. Tax related approvals obtained by our Company and Material Subsidiary
(i) The permanent account number (“PAN”) of our Company is AAACM7930Q and of our Material Subsidiary
is AAECP4638G.
(ii) The tax deduction account number (“TAN”) of our Company is AHMM00926C and of our Material
Subsidiary is AHMP05865G.
(iii) The importer exporter code (“IEC”) of our Company is 0800009631 and of our Material Subsidiary is
0811022757.
(iv) Goods and Services Tax (“GST”) registrations for payments under various central and state GST legislations.
B. Labour related approvals obtained by our Company and Material Subsidiary
(i) Certificates of registration issued under the Employees’ Provident Fund and Miscellaneous Provisions Act,
1952, as amended obtained by the Company and our Material Subsidiary.
(ii) Certificates of registration issued under the Employees’ State Insurance Act, 1948, as amended obtained by
the Company and our Material Subsidiary.
(iii) Certificate of registration as an employer bearing registration number PRC015170369 issued to M&B
Engineering Limited, under the Gujarat State Tax on Profession, Trade, Calling and Employment Act, 1976
by the Profession Tax Department, Amdavad Municipal Corporation.
400(iv) Certificate of registration as an employer bearing registration number PEC015171329 issued to M&B
Engineering Limited, under the Gujarat State Tax on Profession, Trade, Calling and Employment Act, 1976
by the Profession Tax Department, Amdavad Municipal Corporation.
(v) Certificate of registration as an employer bearing registration number PEC01571331 issued to our Material
Subsidiary, under the Gujarat State Tax on Profession, Trade, Calling and Employment Act, 1976 by the
Profession Tax Department, Amdavad Municipal Corporation.
C. Material approvals obtained in relation to the business and operations of our Company and Material Subsidiary
In order to carry on our operations, our Company requires various approvals, licenses and registrations under several
central or state-level acts, rules and regulations. Some of the approvals, licenses and registrations that we are required
to obtain and maintain may expire in the ordinary course of business, and applications for renewal of such approvals
are submitted by us in accordance with applicable procedures and requirements. The list of the material approvals
required by us is provided below.
Our Company:
1. Registration cum membership certificate from EEPC India (Engineering Export Promotion Council) issued
on March 21, 2025 obtained by the Company valid till March 31, 2026.
2. Shops and Establishments Registration bearing No. PII/SPST/4000987/0277958 under the Gujarat Shops and
Establishment (Regulation of Employment and Conditions of Services) Act, 2019 registered on January 5,
2024.
3. Certificate of recognition as a one star export house dated December 24, 2024, issued by Directorate General
of Foreign Trade, Department of Commerce Ministry of Commerce and Industry.
a) Sanand Facility
1. License to work a factory issued for the Phenix Construction Technologies (A Division) bearing
reference number 52/45201/2008 on March 8, 2008 by the Directorate Industrial Safety & Health,
Gujarat State under Factories Act, 1948, valid up to December 31, 2029.
2. Certificate of stability issued on March 22, 2021, by the Director of Industrial Safety & Health of
Factories.
3. Registration of generating sets dated February 7, 2012 issued by Collector of Electricity Duty,
Gandhinagar, under the Gujarat Electricity Act, 1968 for the generating sets bearing registration nos.
01-1115-001-10872 and 01-1115-002-10873.
4. ISO 14001:2015 issued to the Company’s Phenix Construction Technologies (Division A) issued on
March 10, 2023 valid till March 9, 2026 issued by Royal Assessments Private Limited, EAGC,
International Accreditation Forum.
5. ISO/IEC 17025:2017 certificate of accreditation bearing certificate no. TC-10951 issued by the
National Accreditation Board for Testing and Calibration Laboratories to the Company (Phenix
Division A) on August 31, 2024 for the “General Requirements for the Competence of Testing &
Calibration Laboratories” valid up to August 30, 2026.
6. RDSO certificate for fabrication and supply of steel bridge girder with works issued by the
Government of India, Research Designs & Standards Organisation, Ministry of Railways, Lucknow
dated March 27, 2024 valid till May 31, 2029.
7. Registration for the Phenix Division of the Company as a vendor with Engineers India Limited, a
Government of India undertaking bearing reference no. EIL/ARCH/VL-2023/001 issued on March
21, 2023.
8. Certificate of registration bearing reference no. AHD/2010/CLRA/140/4 issued by Assistant Labour
Commissioner, Ahmedabad, Government of Gujarat the dated March 2, 2016.
9. Provisional consolidated consent and authorization issued by the Gujarat State Pollution Board
bearing reference no. AWH-140593 issued on December March 3, 2025.
b) Cheyyar Plant
4011. Consent to establish for expansion bearing consent order no. 2506164381616 for the Cheyyar Unit
issued by the Tamil Nadu Pollution Control Board under the Water (Prevention and Control of
Pollution) Act, 1974, as amended dated February 3, 2025, valid up to March 31, 2031.
2. Consent to establish for expansion bearing consent order no. 2506264381616 for the Cheyyar Unit
issued by the Tamil Nadu Pollution Control Board under the Air (Prevention and Control of
Pollution) Act, 1981, as amended dated February 3, 2025, valid up to March 31, 2031.
3. Consent for Establishment bearing reference no. 2301152946144 for the Cheyyar Unit issued by the
Tamil Nadu Pollution Control Board under the Water (Pollution and Control of Pollution) Act, 1974,
as amended dated June 25, 2023, valid up to March 31, 2028.
4. Consent for Establishment bearing reference no. 2301252946144 for the Cheyyar Unit issued by the
Tamil Nadu Pollution Control Board under the Air (Prevention and Control of Pollution) Act, 1981,
as amended dated June 25, 2023, valid up to March 31, 2028.
5. Certificate of registration of the Principal Employer for the Cheyyar Unit issued by the Joint Director
(Industrial Safety and Health), Office of Registering Officer, Government of Tamil Nadu under the
Tamil Nadu Contract Labour (Regulation and Abolition) Rules, 1975 dated May 22, 2023.
6. Certificate of registration of the Principal Employer for the Cheyyar Unit issued by the Joint Director
(Industrial Safety and Health), Office of Registering Officer, Government of Tamil Nadu under the
Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) (Tamil Nadu)
Rules, 1983 dated May 22, 2023.
7. No Objection Certificate & Drawing Approval bearing reference no. S181/2PT, 183/1PT, 182/1BPT
for the Cheyyar Unit issued by the Deputy Director of Health Services, Department of Public and
Preventive Medicine.
8. Registration and license to work a factory obtained by the Company for the Cheyyar Facility bearing
reference no. TVM21064 issued on May 29, 2024 by the Directorate of Industrial Safety and Heath,
Government of Tamil Nadu, valid till December 31, 2028.
9. Consent to Operate obtained by the Company for the Cheyyar Facility issued on May 23, 2024 by
District Environmental Engineer, Tamil Nadu Pollution Control Board under the Air (Prevention
and Control of Pollution) Act, 1981, as amended, valid up to March 31, 2026.
10. Consent to Operate obtained by the Company for the Cheyyar Facility issued on May 23, 2024, by
District Environmental Engineer, Tamil Nadu Pollution Control Board under the Water (Prevention
and Control of Pollution) Act, 1974, as amended, valid up to March 31, 2026. No Objection
Certificate from the Fire Fighting Department, Tiruvannamalai district, obtained by the Company
for the Cheyyar Facility issued on June 21, 2024 valid in perpetuity.
11. Approval of land map for construction of factory building bearing registration no.
RC.NO.BA3/100/2024 obtained by the Company for Cheyyar Facility issued by the Panchayat
Union Commissioner, Tiruvannamalai district dated April 3, 2024.
12. Certificate from the Public Health and Preventive Medicine, Hygiene and Sanitation bearing
reference no. 445/E5/2025 issued by the District Health Officer, the district health Office, Cheyyar
on June 18, 2025.
13. Approval for storage of liquid argon, liquid oxygen in pressure vessels bearing registration number
A/S/SC/TN/03/420 (S111213) issued by the Petroleum & Explosives Safety Organization dated
March 7, 2024.
14. Consent for expansion for Establishment bearing no. 2406160354477 dated September 13, 2024 for
the Cheyyar Unit issued by the Tamil Nadu Pollution Control Board under the Water (Pollution and
Control of Pollution) Act, 1974, valid up to March 31, 2029.
15. Consent for expansion for Establishment bearing no. 2406260354477 dated September 13, 2024, for
the Cheyyar Unit issued by the Tamil Nadu Pollution Control Board under the Air (Pollution and
Control of Pollution) Act, 1981 valid up to March 31, 2029.
40216. Authorization to the occupiers, recyclers, processors, reusers, users and operators of disposal
facilities bearing no. 24HFZ61894621 dated October 8, 2024 for the Cheyyar Unit issued by the
Tamil Nadu Pollution Control Board, valid up to March 31, 2029.
17. License to store compressed gas in pressure vessel or vessels bearing no. S/SC/TN/03/347
(S111213) dated October 7, 2024 for the Cheyyar Unit issued by the Petroleum & Explosives Safety
Organisation (PESO), Ministry of Commerce & Industry, Government of India valid up to
September 30, 2029.
Our Material Subsidiary
a) Phenix Building Solutions Private Limited
1. Shops and Establishments Registration bearing No. PII/SPST/2900033/0011547 under the Gujarat
Shops and Establishment (Regulation of Employment and Conditions of Services) Act, 2019 by the
Ahmedabad Municipal Corporation registered on January 7, 2014.
2. Udyam Registration Certificate issued by bearing registration no. UDYAM-GJ-01-0033896 the
Ministry of Micro, Small and Medium Enterprises, Government of India dated December 23, 2020.
II. Material approvals that have expired and for which renewal applications have been made:
There are no material approvals that have expired and for which renewal applications have been made as on the date
of this Prospectus.
III. Material approvals required and applied for but not received by our Company and its Material Subsidiary.
There are no material approvals that have expired and for which renewal applications have been made as on the date
of this Prospectus.
IV. Material approvals required but yet to be obtained or applied for by our Company and its Material Subsidiary.
There are no material approvals required but yet to be obtained or applied for by our Company and its Material
Subsidiary as on the date of this Prospectus.
V. Our Intellectual Property
As on the date of this Prospectus, the Company has the following trademarks registered:
Sr. Name of the IPR Whether Trademark/ Date of Class Date of Expiry
No registration/ registered/ Registration registration/
license applied for/ Number application
unregistered
1. PROFLEX Registered 1098108 April 24, 2002 19 April 24, 2032
(Wordmark)
Trade Mark Type:
device
2. PROFLEX Registered 2039847 October 19, 2010 36 October 19, 2030
Trade Mark Type:
device
3. PHENIX Registered 2078143 December 30, 6 December 30,
2010 2030
Trade Mark Type:
device
4. PROFLEX Registered 2039848 October 19, 2010 37 October 19, 2030
(Wordmark)
5. PHENIX Registered 2078156 December 30, 19 December 30,
(Wordmark) 2010 2030
Trade Mark Type:
device
6. PROFLEX Registered 1477231 August 8, 2006 19 August 8, 2026
SYSTEMS
ROOFS &
BUILDINGS
403Sr. Name of the IPR Whether Trademark/ Date of Class Date of Expiry
No registration/ registered/ Registration registration/
license applied for/ Number application
unregistered
(Wordmark)
Trade Mark Type:
device
7. PROFLEX Registered 2039830 October 19, 2010 19 October 19, 2030
(Wordmark)
Trade Mark Type:
device
8. M&B Registered 2175775 July 15, 2011 21 July 15, 2031
Trade Mark Type:
device
9. M&B Registered 2175776 July 15, 2011 35 July 15, 2031
Trade Mark Type:
device
10. M&B Registered 2175778 July 15, 2011 37 July 15, 2031
Trade Mark Type:
device
11. Phenix Registered 2041044 October 20, 2010 6 October 20, 2030
Trade Mark Type:
device
12. M&B Registered 2175769 July 15, 2011 6 July 15, 2031
Trade Mark Type:
device
13. PROFLEX Registered 2039817 October 19, 2010 6 October 19, 2030
Trade Mark Type:
device
14. M&B Registered 2175770 July 15, 2011 7 July 15, 2031
Trade Mark Type:
device
Except as stated below, there are no applications made by the Company for any trademark registrations:
Sr. Name of the IPR Whether registered/ Trademark/ Date of registration/ Class
No registration/ license applied for/ Registration Number application
unregistered
1. PROFLEX Applied Reg no. 1822 June 18, 2024 39
Trade Mark Type: Temporary reference
device no: 10817370
Application number:
6485469
2. PHENIX Applied Reg no. 1822 June 18, 2024 25
Trade Mark Type: Temp ref no:
device 10817178
Application number:
6485464
3. PROFLEX Applied Reg no. 1822 June 18, 2024 25
Trade Mark Type: Temp ref no:
device 10817198
Application number:
6485465
4. PROFLEX Applied Reg no. 1822 June 18, 2024 24
404Sr. Name of the IPR Whether registered/ Trademark/ Date of registration/ Class
No registration/ license applied for/ Registration Number application
unregistered
Trade Mark Type: Temp ref no:
device 10817154
Application number:
6485463
5. PHENIX Applied Reg no. 1822 June 18, 2024 24
Trade Mark Type: Temp ref no:
device 10817124
Application number:
6485462
6. PROFLEX Applied Reg no. 1822 June 18, 2024 20
Trade Mark Type: Temp ref no:
device 10817096
Application number:
6485461
7. PHENIX Applied Reg no. 1822 June 18, 2024 20
Trade Mark Type: Temp ref no:
device 10817078
Application number:
6485460
8. PROFLEX Applied Reg no. 1822 June 18, 2024 12
Category of Mark: Temp ref no:
device 10814859
Application number:
6485458
9. PHENIX Applied Reg no. 1822 June 18, 2024 12
Trade Mark Type: Temp ref no:
device 10814836
Application number:
6485457
10. PROFLEX Applied Reg no. 1822 June 18, 2024 14
Trade Mark Type: Temp ref no:
device 10814935
Application number:
6485459
11. PHENIX Applied Reg no. 1822 June 18, 2024 11
Trade Mark Type: Temp ref no:
device 10814765
Application number:
6485456
12. PROFLEX Applied Reg no. 1822 June 18, 2024 40
Trade Mark Type: Temp ref no:
device 10817429
Application number:
6485470
13. PROFLEX Applied Reg no. 1822 May 2, 2024 19
Trade Mark Type: Temp ref no:
word 10599259
405Sr. Name of the IPR Whether registered/ Trademark/ Date of registration/ Class
No registration/ license applied for/ Registration Number application
unregistered
Application number:
6413704
14. PROFLEX Applied Reg no. 1822 July 11, 2024 10
Trade Mark Type: Temp ref no:
device 10910863
Application No.
6521373
15. PROFLEX Applied Reg no. 1822 July 11, 2024 11
Trade Mark Type: Temp ref no:
device 10910912
Application number:
6521374
16. RODACK Applied Reg no. 1822 November 14, 2024 19
Trade Mark Type: Temporary reference
word no: 11512186
Application number:
6709985
As on the date of this Prospectus, the following trademarks applied by the Company have been opposed:
Sr. Name of the IPR Whether registered/ Trademark/Registrat Date of registration/ Class
No registration/ license applied for/ ion Number application
unregistered
1. PHENIX Opposed Application no: Application date: 39
(Wordmark) 2078176 December 30, 2010
2. PHENIX Opposed Application no: Application date: 36
(Wordmark) 2078173 December 30, 2010
Trade Mark Type:
device
3. PHENIX Opposed Application no: Application date: 36
(Wordmark) 2041052 October 20, 2010
Trade Mark Type:
device
4. PHENIX Opposed Application no: Application date: 23
(Wordmark) 2078160 December 30, 2010
Trade Mark Type:
device
5. PHENIX Opposed Application no: Application date: 35
(Wordmark) 2041051 October 20, 2010
6. PHENIX Opposed Application no: Application date: 35
(Wordmark) 2078172 December 30, 2010
7. PHENIX Opposed Application no: Application date: 37
(Wordmark) 2041053 October 20, 2010
8. PHENIX Opposed Application no: Application date: 37
(Wordmark) 2078174 December 30, 2010
9. PHENIX Opposed Application no: Application date: 19
(Wordmark) 2041048 October 20, 2010
10. PHENIX Opposed Application no: Application date: 44
(Wordmark) 2078181 December 30, 2010
Trade Mark Type:
device
11. PROFLEX Opposed Application no: Application date: 10
(Wordmark) 2039821 October 19, 2010
12. PROFLEX Opposed Application no: Application date: 11
(Wordmark) 2039822 October 19, 2010
13. PHENIX Opposed Application no: Application date: 14
Trade Mark type: 2078151 December 30, 2010
device
14. PHENIX Opposed Application no: Application date: 10
(Wordmark) 2078147 December 30, 2010
406Sr. Name of the IPR Whether registered/ Trademark/Registrat Date of registration/ Class
No registration/ license applied for/ ion Number application
unregistered
15. PHENIX Opposed Application no: Application date: 40
(Wordmark) 2078177 December 30, 2010
16. PHENIX Opposed Application no: Application date: 4
Trade Mark type: 2078141 December 30, 2010
device
17. PHENIX Opposed Application no: Application date: 2
Trade Mark type: 2078139 December 30, 2010
device
As on the date of this Prospectus, the Company has the following copyrights:
Sr. No. Description Class of Registering Registration Title of the Work
Work Authority Number
1. Artistic Work Registrar of A-98812/2013 PROFLEX
Copyrights
2. Artistic Work Registrar of A-98816/2013 PHENIX
Copyrights
3. Artistic Work Registrar of A-98815/2013 MB
Copyrights
4. Artistic Work Registrar of A-98814/2013 PHENIX BUILDING
Copyrights SYSTEMS
For risks associated with intellectual property, see, “Risk Factors – We may not be able to adequately protect our
intellectual property or may unintentionally infringe upon the intellectual property rights of others which could harm
our business” on page 48.
407OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
The Fresh Issue and Offer for Sale has been authorised by our Board pursuant to its resolution dated January 18, 2025 and by
our Shareholders pursuant to their resolution dated February 12, 2025. Our Board has approved the Draft Red Herring
Prospectus pursuant to its resolution dated February 17, 2025 and the Red Herring Prospectus pursuant to its resolution dated
July 24, 2025. For further details, see “The Offer” on page 82.
This Prospectus has been approved by our Board pursuant to its resolution dated August 1, 2025.
Our Board has taken on record the participation of the Selling Shareholders in the Offer for Sale pursuant to a resolution dated
July 14, 2025.
The Selling Shareholders have confirmed and approved their participation in the Offer for Sale in relation to the Offered Shares.
For further details, see “The Offer” on page 82.
Our Company has received in-principle approvals from the BSE and the NSE for the listing of the Equity Shares pursuant to
letters each dated May 14, 2025, respectively.
Prohibition by the SEBI or other governmental authorities
Our Company, Promoters, members of the Promoter Group, Directors, the Selling Shareholders are not prohibited from
accessing the capital markets or debarred from buying, selling or dealing in securities under any order or direction passed by
the SEBI or any securities market regulator in any other jurisdiction or any other authority/court.
None of the companies with which our Promoters and Directors are associated with as promoters or directors have been debarred
from accessing capital markets under any order or direction passed by the SEBI or any other authorities.
Our Company, Promoters or Directors have not been declared as Wilful Defaulters or Fraudulent Borrowers. Our Promoters or
Directors have not been declared as Fugitive Economic Offenders.
Directors associated with the securities market
None of our Directors are associated with the securities market in any manner.
There have been no actions initiated by SEBI against the Directors of our Company in the five years preceding the date of this
Prospectus.
Confirmation under Companies (Significant Beneficial Owners) Rules, 2018
Our Company, Promoters, each of the Selling Shareholders and members of the Promoter Group (to the extent applicable to
them) are in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, as of the date of this Prospectus.
Eligibility for the Offer
Our Company is eligible for the Offer in accordance with the Regulation 6(2) of the SEBI ICDR Regulations, which states as
follows:
“An issuer not satisfying the condition stipulated in sub-regulation (1) shall be eligible to make an initial public offer only if
the issue is made through the book-building process and the issuer undertakes to allot at least seventy-five per cent. of the net
offer to qualified institutional buyers and to refund the full subscription money if it fails to do so.”
We are an unlisted company not complying with the conditions specified in Regulation 6(1) of the SEBI ICDR Regulations
and are therefore required to meet the conditions detailed in Regulation 6(2) of the SEBI ICDR Regulations.
Our Company does not fulfil the condition of having monetary assets not more than 50% of net tangible assets, calculated on a
restated and consolidated basis, in each of the preceding three full years (of twelve months each). For the year ended March 31,
2023, 54.14% of the net tangible assets were held in monetary assets.
We undertake to comply with Regulation 6(2) of the SEBI ICDR Regulations. Not less than 75% of the Net Offer is proposed
to be Allotted to QIBs. Provided that in accordance with Regulation 40(3) of the SEBI ICDR Regulations, the QIB Portion will
not be underwritten by the Underwriters, pursuant to the Underwriting Agreement. in the event that we fail to do so, the full
Bid Amounts shall be refunded to the Bidders, in accordance with the SEBI ICDR Regulations and other applicable laws.
Further, not more than 15% of the Net Offer shall be available for allocation to NIBs of which one-third of the Non-Institutional
408Category shall be available for allocation to Bidders with an application size of more than ₹ 0.2 million and up to ₹ 1.00 million
and two-thirds of the Non-Institutional Category shall be available for allocation to Bidders with an application size of more
than ₹ 1.00 million provided that under-subscription in either of these two sub-categories of the Non-Institutional Category may
be allocated to Bidders in the other sub-category of Non-Institutional Category in accordance with the SEBI ICDR Regulations,
subject to valid Bids being received at or above the Offer Price. Further, not more than 10% of the Net Offer shall be available
for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or above the
Offer Price. In the event we fail to do so, the full application monies shall be refunded to the Bidders, in accordance with the
SEBI ICDR Regulations.
Our Company is in compliance with the conditions specified in Regulation 5 of the SEBI ICDR Regulations, to the extent
applicable. Except for the options that may be granted pursuant to the ESOP Scheme 2024, there are no outstanding warrants,
options or rights to convert debentures, loans or other instruments convertible into, or which would entitle any person any
option to receive Equity Shares, as of the date of this Prospectus.
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 the conditions specified in Regulation 7(2) of the SEBI ICDR
Regulations, to the extent applicable.
The Selling Shareholders confirm that the Equity Shares offered as part of the Offer for Sale have been held in compliance with
Regulation 8 of the SEBI ICDR Regulations and confirms compliance with and will comply with the conditions specified in
Regulation 8A of the SEBI ICDR Regulations, to the extent applicable.
Disclaimer Clause of SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING PROSPECTUS
TO SEBI SHOULD NOT, IN ANY WAY, BE DEEMED OR CONSTRUED TO MEAN 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 OFFER IS PROPOSED TO
BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE OR OPINIONS EXPRESSED IN THE
DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD MANAGERS, BEING EQUIRUS CAPITAL
PRIVATE LIMITED AND DAM CAPITAL ADVISORS LIMITED, HAVE CERTIFIED THAT THE DISCLOSURES
MADE IN THE 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
INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING AN INVESTMENT IN THE PROPOSED
OFFER.
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 AND THE SELLING SHAREHOLDERS ARE
RESPONSIBLE ONLY FOR THE STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY THEM
IN THE DRAFT RED HERRING PROSPECTUS IN RELATION TO THEMSELVES FOR THE RESPECTIVE
PORTION OF THE EQUITY SHARES BEING OFFERED BY THEM IN THE OFFER FOR SALE, THE BOOK
RUNNING LEAD MANAGERS ARE EXPECTED TO EXERCISE DUE DILIGENCE TO ENSURE THAT THE
COMPANY AND THE SELLING SHAREHOLDERS DISCHARGE THEIR RESPECTIVE RESPONSIBILITIES
ADEQUATELY IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BOOK RUNNING LEAD MANAGERS
HAVE FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE DATED FEBRUARY 17, 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 THE 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 OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP, AT ANY POINT OF TIME,
WITH THE BOOK RUNNING LEAD MANAGERS, ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED
HERRING PROSPECTUS.
All applicable legal requirements pertaining to this Offer will be complied with at the time of filing of the Red Herring
Prospectus and this Prospectus, as applicable, with the RoC in terms of the Companies Act.
Disclaimer from our Company, the Selling Shareholders, our Directors and the BRLMs
Our Company, our Directors and the BRLMs accept no responsibility for statements made in relation to our Company or the
Offer other than those confirmed by them in this Prospectus or in the advertisements or any other material issued by or at our
409Company’s instance. The Selling Shareholders accept no responsibility for any statements made other than those specifically
made by the Selling Shareholders in relation to themselves and the Offered Shares. Except when specifically directed in this
Prospectus, anyone placing reliance on any other source of information, including our Company’s website, www.mbel.in, any
website of any member of the Promoter Group or affiliates 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 Offer Agreement and
as will be provided in the Underwriting Agreement.
All information, to the extent required in relation to the Offer, was made available by our Company, the Selling Shareholders
(to the extent that the information required pertains to them and their respective Offered Shares) and the BRLMs to the public
and investors at large and no selective or additional information was made available by our Company, the Selling Shareholders
and the BRLMs for a section of the investors in any manner whatsoever including at road show presentations, in research or
sales reports, at Bidding Centres or elsewhere.
Bidders were required to confirm and were deemed to have represented to our Company, the Selling Shareholders, the BRLMs,
the Underwriters and their respective directors, officers, agents, affiliates and representatives that they were eligible under all
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares and would not issue, sell, pledge or
transfer the Equity Shares to any person who is not eligible under any applicable laws, rules, regulations, guidelines and
approvals to acquire the Equity Shares. Our Company, the Selling Shareholders, the BRLMs, the Underwriters and their
respective directors, officers, agents, affiliates and representatives accept no responsibility or liability for advising any investor
on whether such investor was eligible to acquire the Equity Shares.
The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in transactions
with, and perform services for, our Company, its Subsidiaries, the Selling Shareholders, and their respective directors and
officers, affiliates, 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, its Subsidiaries, the Selling Shareholders, and
their respective group companies, directors, officers, affiliates, associates or third parties, for which they have received, and
may in the future receive, compensation.
Disclaimer in respect of Jurisdiction
The Offer was 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, as amended, including Indian nationals resident in India, HUFs, companies,
other corporate bodies and societies registered under the applicable laws in India and authorised to invest in shares, domestic
Mutual Funds registered with the SEBI, Indian financial institutions, commercial banks, regional rural banks, co-operative
banks (subject to RBI permission), Systemically Important NBFCs registered with the RBI or trusts under applicable trust law
and who were authorised under their constitution to hold and invest in equity shares, insurance companies registered with the
IRDAI, permitted provident funds and pension funds, National Investment Fund, insurance funds set up and managed by the
army, navy and air force of the Union of India, insurance funds set up and managed by the Department of Posts, Government
of India and to NBFC-SI, Eligible FPIs, AIFs, FVCIs, Eligible NRIs and other eligible foreign investors, public financial
institutions as specified in Section 2(72) of the Companies Act, 2013, state industrial development corporations and registered
multinational and bilateral development financial institutions.
The Red Herring Prospectus shall not constitute an offer to sell or an invitation to subscribe to or purchase Equity Shares offered
hereby in any jurisdiction including India. Any person into whose possession the Red Herring Prospectus comes is required to
inform themselves about, and to observe, any such restrictions. Invitations to subscribe to or purchase the Equity Shares in the
Offer were being made only pursuant to the Red Herring Prospectus.
The Equity Shares have not been and will not be registered, listed, or otherwise qualified in any other jurisdiction outside India.
Bidders were advised to ensure that any Bid from them should not exceed investment limits or the maximum number of Equity
Shares that could be held by them under applicable law.
Any dispute arising out of the Offer was subject to the jurisdiction of appropriate court(s) in Mumbai, India, only.
No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that
purpose, except that the Red Herring Prospectus has been filed with the SEBI for its observations. Accordingly, the Equity
Shares represented hereby may not be offered, directly or indirectly, and the Red Herring Prospectus may not be distributed in
any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of the
Red Herring Prospectus nor any offer hereunder shall, under any circumstances, create any implication that there has been no
change in the affairs of our Company, our Subsidiaries, the Selling Shareholders, our Promoters, members of our Promoter
Group since the date of the Red Herring Prospectus or that the information contained herein is correct as at any time subsequent
to this date.
410No person outside India is eligible to Bid for Equity Shares in the Offer unless that person has received the preliminary
offering memorandum for the Offer, which contains the selling restrictions for the Offer outside India.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in
the United States, and unless so registered, and may not be offered or sold within the United States, except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and
applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States
in “offshore transactions” as defined in and in reliance on Regulation S and the applicable laws of the jurisdictions
where such offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
Bidders 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 the BSE
As required, a copy of the Draft Red Herring Prospectus was submitted to the BSE. The disclaimer clause as intimated by the
BSE to our Company, post scrutiny of the Draft Red Herring Prospectus, is set forth below.
“BSE Limited (“The Exchange”) has given vide its letter dated May 14, 2025, permission to this Company to use the Exchange’s
name in this offer document as one of the stock exchanges on which this Company’s securities are proposed to be listed. The
Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter of granting the aforesaid
permission to this Company. The Exchange does not in any manner:
a) Warrant, certify or endorse the correctness or completeness of any of the contents of this Offer Document; or
b) Warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or
c) Take any responsibility for the financial or other soundness of this Company, its promoter, its management or any
scheme or project of this Company.
And it should not for any reason be deemed or construed that this offer document has been cleared or approved by the Exchange.
Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything
stated or omitted to be stated herein or for any other reason whatsoever.”
Disclaimer Clause of the NSE
As required, a copy of the Draft Red Herring Prospectus was submitted to the NSE. The disclaimer clause as intimated by the
NSE to our Company, post scrutiny of the Draft Red Herring Prospectus, is set forth below.
“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter
referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/5254 dated May 14, 2025, permission to the Issuer to use the
Exchange’s name in this Offer Document as one of the Stock Exchanges on which this Issuer’s securities are proposed to be
listed. The Exchange has scrutinized this draft offer document for its limited internal purpose of deciding on the matter of
granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE
should not in any way be deemed or construed that the offer document has been cleared or approved by NSE; nor does it in
any manner warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; nor does
it warrant that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this
Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of
anything stated or omitted to be stated herein or any other reason whatsoever.”
411Listing
The Equity Shares issued through the Red Herring Prospectus and this Prospectus are proposed to be listed on the BSE and
NSE. Applications will be made to the Stock Exchanges for permission to deal in and for an official quotation of the Equity
Shares being issued and sold in the Offer. NSE will be the Designated Stock Exchange with which the Basis of Allotment will
be finalised.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our
Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of this Prospectus in
accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary formalities for
listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within such time prescribed by the
SEBI. If our Company does not allot Equity Shares pursuant to the Offer within such timeline as prescribed by the SEBI, it
shall repay without interest all monies received from Bidders, failing which interest shall be due to be paid to the Bidders at the
rate of 15% per annum for the delayed period or such other rate prescribed by SEBI.
The Selling Shareholders undertake to provide such reasonable assistance as may be requested by our Company, in relation to
the Offered Shares to facilitate the process of listing and commencement of trading of the Equity Shares on the Stock Exchanges
within such time prescribed by SEBI. Any expense incurred by our Company on behalf of the Selling Shareholders with regard
to interest on such refunds will be reimbursed by the Selling Shareholders in proportion to their respective Offered Shares.
Consents
Consents in writing of the Selling Shareholders, our Directors, our Company Secretary and Compliance Officer, the legal
counsel to the Company as to Indian Law, legal counsel to the BRLMs as to Indian Law, Crisil Intelligence, the Bankers to our
Company, the BRLMs, the Registrar to the Offer, Statutory Auditor, practicing company secretary, the Syndicate Members,
the Escrow Collection Bank(s), the Refund Bank(s), the Public Offer Account Bank(s), the Sponsor Bank(s) and the Monitoring
Agency to act in their respective capacities, have been obtained prior to filing of the Red Herring Prospectus with the RoC and
filed (as applicable) along with a copy of this Prospectus with the RoC as required under the Companies Act and such consents
that have been obtained have not been withdrawn as of the date of this Prospectus.
Experts
Our Company has not obtained any expert opinions other than as disclosed below:
Our Company has received written consent dated July 16, 2025 from M/s Talati & Talati LLP , to include their name as required
under section 26 (1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Prospectus, and as an “expert” as
defined under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in
respect of their (i) examination report, dated July 14, 2025 on our Restated Consolidated Financial Statements; and (ii) their
report dated July 16, 2025 on the statement of special tax benefits available to our Company, Material Subsidiary and
Shareholders, included in this Prospectus and such consent has not been withdrawn as on the date of this Prospectus. However,
the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Our Company has received written consent dated July 16, 2025 from the practicing company secretary, Kashyap R. Mehta &
Associates, Company Secretaries to be named as an “expert” under Section 2(38) and other applicable provisions of the
Companies Act, 2013 in its capacity as practicing company secretary and in respect of their certificate dated July 16, 2025
issued in connection with inter alia the share capital buildup and such consent has not been withdrawn as of the date of this
Prospectus. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S. Securities Act.
Our Company has received written consent dated July 16, 2025 from Chetan Brahmania, independent chartered engineer, to be
named as an “expert” under Section 2(38) and other applicable provisions of the Companies Act, 2013 to the extent and in his
capacity as a chartered engineer and in respect of his certificate dated July 16, 2025 in relation to the Company’s manufacturing
capacities and capacity utilization at all of its manufacturing facilities and the details derived from such certificate and included
in this Prospectus. However, the term ‘expert’ shall not be construed to mean an ‘expert’ as defined under U.S. Securities Act.
Particulars regarding capital issues by our Company and listed Group Companies, subsidiaries or associate entities
during the last three years
Other than as disclosed in the section “Capital Structure” on page 94, our Company has not made any capital issues during the
three years preceding the date of this Prospectus.
Our Company does not have any associates. Further, as on the date of this Prospectus, our Company does not have any listed
Subsidiaries or Group Companies.
Commission and brokerage paid on previous issues of the Equity Shares in the last five years
412Since 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 in the five years preceding the
date of this Prospectus.
Details of Public or Rights Issues by our Company during the last five years
Our Company has not made public issues or undertaken any rights issue during the last five years.
Performance vis-à-vis Objects
Our Company has not undertaken any public issues or rights issue in the five years preceding the date of this Prospectus.
Performance vis-à-vis Objects – Details of Public or Rights Issues by listed subsidiaries of our Company
Our Company does not have any listed Subsidiaries.
413Price Information of Past Issues Handled by the BRLMs (during the current Fiscal and two Fiscals preceding the current Fiscal)
1. Equirus Capital Private Limited
Price information of past issues handled by Equirus Capital Private Limited (during the current Fiscal and two Fiscals preceding the current financial year):
Sr. Issue Name Issue Size (₹ Issue Price Listing Date Opening +/- % change in closing price, +/- % change in closing price, +/- % change in closing price,
No. million) (₹) Price on [+/- % change in closing [+/- % change in closing [+/- % change in closing
listing date benchmark]- 30th calendar benchmark]- 90th calendar benchmark]- 180th calendar
(₹) days from listing days from listing days from listing
1. Jy oti CNC Automation 10,000.00 331.001 January 16, 370.00 +78.07% +135.94% +265.79%
Limited$ 2024 [-0.87%] [+2.21%] [+11.21%]
2. C apital Small Finance 5,230.70 468.00 February 14, 435.00 -25.25% -26.09% -31.44%
Bank Limited# 2024 [+1.77%] [+1.33%] [+10.98%]
3. D ee Development 4,180.15 203.002 June 26, 2024 339.00 +81.16% +47.44% +56.33%
Engineers Limited$ [+2.25%] [+8.67%] [-1.18%]
4. E cos (India) Mobility & 6,012.00 334.00 September 390.00 +42.28% -0.51% -46.42%
Hospitality Limited$ 04, 2024 [+0.20%] [-3.66%] [-12.20%]
5. K ross Limited$ 5,000.00 240.00 September 240.00 -19.45% -9.21% -26.15%
16, 2024 [-1.29%] [-2.42%] [-11.77%]
6. G odavari Biorefineries 5,547.50 352.00 October 30, 310.55 -0.16% -35.24% -49.47%
Limited# 2024 [-1.12%] [-5.72%] [-0.91%]
7. C oncord Enviro Systems 5,003.26 701.00 December 27, 832.00 -8.15% -27.98% -18.52%
Limited# 2024 [-3.19%] [-1.79%] [+4.26%]
8. S enores Pharmaceuticals 5,821.10 391.00 December 30, 600.00 +28.49% +45.93% +45.32%
Limited$ 2024 [-2.91%] [-0.53%] [+8.43%]
9. U nimech Aerospace and 5,000.00 785.00 December 31, 1,491.00 +65.87% +23.08% +67.39%
Manufacturing Limited# 2024 [-2.06%] [-0.93%] [+7.58%]
10. C rizac Limited# 8,600.00 245.00 July 09, 2025 280.00 N.A. N.A. N.A.
Source: www.bseindia.com and www.nseindia.com for price information and prospectus/basis of allotment for issue details.
Notes:
1. A discount of ₹15 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion of Jyoti CNC Automation Limited IPO
2. A discount of ₹19 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion of Dee Development Engineers Limited IPO
3. Price on Designated Stock Exchange of the respective Issuer is considered for all of the above calculations.
4. In the event any day falls on a holiday, the price/index of the immediately preceding trading day has been considered.
5. N.A. (Not Applicable) – Period not completed.
# The S&P BSE SENSEX is considered as the Benchmark Index
$ The S&P CNX NIFTY is considered as the Benchmark Index
414Summary statement of price information of past public issues handled by Equirus Capital Private Limited:
Financial Total no. of Total funds Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as
Year IPOs raised on 30th calendar day from listing on 30th calendar day from listing on 180th calendar day from listing on 180th calendar day from listing
(₹ million) date date date date
Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
25%-50% 25% 25%-50% 25% 25%-50% 25% 25%-50% 25%
2025-2026* 1 8,600.00 - - - - - - - - - - - -
2024-2025 7 36,564.01 - - 3 2 2 - - 3 1 2 1 -
2023-2024 8 61,882.55 - 1 1 2 2 2 - 1 2 3 2 -
* The information is as on the date of this Offer Document.
The information for each of the financial years is based on issues listed during such financial year.
2. DAM Capital Advisors Limited
(i) Price information of past issues (during current Financial Year and two Financial Years preceding the current Financial Year) handled by DAM Capital Advisors Limited:
Sr. Issue name Issue size Issue Listing date Opening +/- % change in closing price, +/- % change in closing price, +/- % change in closing price,
No. (₹ millions) price price on [+/- % change in closing [+/- % change in closing [+/- % change in closing
(₹) listing date benchmark]- 30th benchmark]- 90th calendar day benchmark]- 180th calendar
(in ₹) calendar day from listing from listing day from listing
5,500.00 321.00 December 27, 422.30 +6.32%, +13.86%, +39.53%
1 Sanathan Textiles Limited(1)
2024 [-3.03%] [-1.37%] [+5.17%]
5,720.00 279.00 December 18, 440.00 +69.48%, -11.00%, -4.34%,
One Mobikwik Systems
2 2024 [-3.67%] [-6.98%] [+2.15%]
Limited(1)
54,300.00 463.00^ November 4, 426.00 +6.56%, +2.03%, -9.29%,
Afcons Infrastructure
3 2024 [+1.92%] [-2.03%] [+1.46%]
Limited(1)
Bansal Wire Industries 7,450.00 256.00 July 356.00 +37.40%, +61.17%, +76.88%,
4
Limited(1) 10, 2024 [-0.85%] [+1.94%] [-1.31%]
7,401.02 93.00 June 135.00 +86.34%, +67.63%, +65.59%,
Le Travenues Technology
5 18, 2024 [+4.42%] [+7.23%] [+6.25%]
Limited(2)
Entero 16,000.00 1,258.00# February 16, 1,245.00 -19.65%, -19.84%, -2.19%,
Healthcare 2024 [+0.30%] [+0.77%] [+9.02%]
6
Solutions
Limited(2)
5230.70 468.00 February 14, 435.00 -25.25%, -26.09%, -31.44%,
Capital Small Finance Bank
7 2024 [+1.77%] [+1.33%] [+10.98%]
Limited(2)
6,400.53 230.00 January 30, 225.00 -19.96%, -9.76%, +14.04%,
8 Epack Durable Limited(2)
2024 [+1.64%] [+3.64%] [+14.33%]
Credo Brands Marketing 5,497.79 280.00 December 27, 282.00 -9.89%, -35.86%, -39.34%,
9
Limited(2) 2023 [-1.86%] [+1.10%] [+7.18%]
415Sr. Issue name Issue size Issue Listing date Opening +/- % change in closing price, +/- % change in closing price, +/- % change in closing price,
No. (₹ millions) price price on [+/- % change in closing [+/- % change in closing [+/- % change in closing
(₹) listing date benchmark]- 30th benchmark]- 90th calendar day benchmark]- 180th calendar
(in ₹) calendar day from listing from listing day from listing
ESAF Small Finance Bank 4,630.00 60.00$ November 10, 71.90 +12.87%, +31.18%, +0.77%,
10
Limited(2) 2023 [+ 7.58%] [+11.17%] [+13.26%]
Source: www.nseindia.com and www.bseindia.com
$ A discount of ₹ 5 per equity share was provided to eligible employees bidding in the employee reservation portion.
# A discount of ₹ 119 per equity share was provided to eligible employees bidding in the employee reservation portion
^ A discount of ₹ 44 per equity share was provided to eligible employees bidding in the employee reservation portion.
(1) NSE was the designated stock exchange for the said issue.
(2) BSE was the designated stock exchange for the said issue.
Notes:
1. Issue size derived from prospectus / basis of allotment advertisement, as applicable
2. Price on NSE or BSE is considered for the above calculations as per the designated stock exchange disclosed by the respective issuer at the time of the issue, as applicable
3. % of change in closing price on 30th / 90th / 180th calendar day from listing day is calculated vs issue price. % change in closing benchmark index is calculated based on closing index on listing day vs closing index on 30th/
90th / 180th calendar day from listing day.
4. Wherever 30th/ 90th / 180th calendar day from listing day is a holiday, the closing data of the previous trading day has been considered.
5. The Nifty 50 or S&P BSE SENSEX index is considered as the benchmark index as per the designated stock exchange disclosed by the respective issuer at the time of the issue, as applicable
6. Not applicable – Period not completed
(ii) Summary statement of price information of past issues (during current Financial Year and two Financial Years preceding the current Financial Year) handled by DAM Capital Advisors
Limited:
Financial Total no. of Total funds Nos. of IPOs trading at discount - as Nos. of IPOs trading at premium - as Nos. of IPOs trading at discount - as Nos. of IPOs trading at premium - as
Year IPOs raised (₹ in on 30th calendar days from listing on 30th calendar days from listing on 180th calendar days from listing on 180th calendar days from listing
millions) date date date date
Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
25%-50% 25% 25%-50% 25% 25%-50% 25% 25%-50% 25%
2025-26 - - - - - - - - - - - - - -
2024-25 5 80,371.02 - - - 2 1 2 - - 2 2 1 -
2023-24 9 87,066.85 - 1 5 - 1 2 - 2 1 1 - 5
Source: www.nseindia.com and www.bseindia.com
Notes:
a. The information is as on the date of this offer document
b. The information for each of the financial years is based on issues listed during such financial year.
c. Since 30 or 180 calendar days from listing date has not elapsed for few issues, hence data for same is not available.
416Track record of past issues handled by the BRLMs
For details regarding the track record of the BRLMs, as specified in the SEBI circular dated January 10, 2012, bearing reference
number CIR/MIRSD/1/2012, please see the websites of the BRLMs indicated in the table below:
S. No. Name of the BRLM Website
1. Equirus Capital Private Limited www.equirus.com
2. DAM Capital Advisors Limited www.damcapital.in
Stock Market Data of Equity Shares
This being an initial public offer of our Company, the Equity Shares are not listed on any stock exchange as of the date of this
Prospectus, 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 Offer 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, to enable the investors to
approach the Registrar to the Offer for redressal of their grievances.
Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the Offer in case of any pre-Offer
or post-Offer related problems such as non-receipt of letters of Allotment, non-credit of Allotted Equity Shares in the respective
beneficiary account, non-receipt of refund orders or non-receipt of funds by electronic mode, etc. For all Offer related queries
and for redressal of complaints, Bidders may also write to the BRLMs, in the manner provided below. Our Company, the
Selling Shareholders, the BRLMs and the Registrar to the Offer accept no responsibility for errors, omissions, commission or
any acts of SCSBs including any defaults in complying with its obligations under the applicable provisions of the SEBI ICDR
Regulations.
All Offer related grievances, other than of Anchor Investors, may be addressed to the Registrar to the Offer with a copy to the
relevant Designated Intermediary, with whom the Bid cum Application Form was submitted giving full details such as name
of the sole or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, Unified Payments Interface Identity
(“UPI ID”), Permanent Account Number (“PAN”), address of Bidder, number of the Equity Shares applied for, ASBA Account
number in which the amount equivalent to the Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment
of Bid Amount through the UPI Mechanism), date of Bid cum Application Form and the name and address of the relevant
Designated Intermediary where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment Slip or the
application number from the Designated Intermediary in addition to the documents or information mentioned hereinabove. The
Registrar to the Offer shall obtain the required information from the SCSBs for addressing any clarifications or grievances of
ASBA Bidders. For Offer-related grievances, investors may contact the BRLMs, details of which are given in “General
Information –Book Running Lead Managers” on page 86.
In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from the Bid/Offer 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 / Offer Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs, in
their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking.
Pursuant to the SEBI ICDR Master Circular, SEBI 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/SCSBs and failure to unblock funds in cases of
partial allotment/non allotment within prescribed timelines and procedures.
In terms of SEBI ICDR Master Circular issued by the SEBI, any ASBA Bidder whose Bid has not been considered for
Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned SCSB
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 have to pay interest at the rate of 15% per annum for any delay beyond this period of 15
days. Further, in terms of SEBI 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 BRLMs, and such application shall be made
only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii)
applicable compensation relating to investor complaints has been paid by the SCSB.
Separately, pursuant to the circular (No. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M) dated March 16, 2021 (to the extent not
rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations) issued by the SEBI, the following
compensation mechanism shall be applicable for investor grievances in relation to Bids made through the UPI Mechanism, for
which the relevant SCSBs shall be liable to compensate the investor:
417Scenario Compensation amount Compensation period
Delayed unblock for ₹100 per day or 15% per annum of From the date on which the request for
cancelled/withdrawn/deleted applications the Bid Amount, whichever is cancellation/withdrawal/deletion is placed on the bidding
higher platform of the Stock Exchanges till the date of actual
unblock
Blocking of multiple amounts for the same 1. Instantly revoke the blocked From the date on which multiple amounts were blocked
Bid made through the UPI Mechanism funds other than the original Bid till the date of actual unblock
Amount; and
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 the Bid 1. Instantly revoke the difference From the date on which the funds to the excess of the Bid
Amount amount, i.e., the blocked amount Amount were blocked till the date of actual unblock
less the Bid Amount; and
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 From the Working Day subsequent to the finalisation of
Allotted/partially Allotted applications the Bid Amount, whichever is the Basis of Allotment till the date of actual unblock
higher
All grievances (other than from Anchor Investors) in relation to the Bidding process may be addressed to the Registrar to the
Offer 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 Acknowledgement Slip duly received from the concerned Designated
Intermediary in addition to the information mentioned hereinabove.
All grievances of the Anchor Investors may be addressed to the Book Running Lead Managers, 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 Book Running Lead Managers where the Bid cum Application Form
was submitted by the Anchor Investor.
The Registrar to the Offer 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 Offer
accept no responsibility for errors, omissions, commission or any acts of SCSBs including any defaults in complying with its
obligations under applicable SEBI ICDR Regulations. Investors can contact our Company Secretary and Compliance Officer
or the Registrar to the Offer in case of any pre-Offer or post-Offer 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 and non-receipt of
funds by electronic mode.
Our Company, the Book Running Lead Managers and the Registrar to the Offer accept no responsibility for errors, omissions,
commission or any acts of SCSBs including any defaults in complying with its obligations under applicable SEBI ICDR
Regulations.
Disposal of Investor Grievances by Our Company
Our Company has obtained authentication on the SCORES platform and shall comply with the SEBI circulars in relation to
redressal of investor grievances through SCORES.
Our Company has also constituted a Stakeholders’ Relationship Committee to review and redress shareholder and investor
grievances. See “Our Management – Committees of the Board – Stakeholders’ Relationship Committee” on page 279.
Our Company has appointed Palak Dilipbhai Parekh as the Company Secretary and Compliance Officer for the Offer, and she
may be contacted in case of any pre-Offer or post-Offer related problems. For details, see “General Information” on page 84.
Our Company has not received any investor grievances during the three years preceding the date of this Prospectus and there
are no investor complaints pending as of the date of this Prospectus.
The Selling Shareholders have authorised the Company Secretary and Compliance Officer of our Company, and the Registrar
to the Offer to redress any complaints received from Bidders in respect of the Offer for Sale.
418Our Company estimates that the average time required by it or the Registrar to the Offer or the relevant Designated Intermediary
for the redressal of routine investor grievances shall be three 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.
Disposal of investor grievances by listed Group Companies and listed Subsidiaries
As of the date of this Prospectus, we do not have listed Subsidiaries or Group Companies.
Exemption from complying with any provisions of securities laws granted by the SEBI
Our Company has not applied for or received any exemption from complying with any provisions of securities laws from
SEBI.
419SECTION VII – OFFER RELATED INFORMATION
TERMS OF THE OFFER
The Equity Shares being issued, transferred and Allotted pursuant to the Offer were and shall be subject to the provisions of
the Companies Act, the SEBI ICDR Regulations, the SCRA, the SCRR, our Memorandum of Association and our Articles of
Association, the SEBI Listing Regulations, the terms of the Red Herring Prospectus, this Prospectus, the Abridged Prospectus,
the Bid cum Application Form, the Revision Form, the CAN/Allotment Advice and other terms and conditions as may be
incorporated in the Allotment Advice and other documents/certificates that may be executed in respect of the Offer. The Equity
Shares shall also be subject to laws as applicable, guidelines, rules, notifications and regulations relating to the issue of capital
and listing and trading of securities issued from time to time by the SEBI, the Government of India, the Stock Exchanges, the
RBI, the RoC and/or any other authorities, as in force on the date of the Offer 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 authorities while granting its approval for the Offer.
The Offer
The Offer comprises of a Fresh Issue by our Company and an Offer for Sale by the Selling Shareholders. The fees and expenses
relating to the Offer shall be borne by each of our Company and the Selling Shareholders in the manner agreed to among our
Company and the Selling Shareholders and in accordance with applicable law. For details in relation to Offer expenses, see
“Objects of the Offer” on page 114.
Ranking of the Equity Shares
The Equity Shares being issued, transferred and Allotted pursuant to the Offer shall be subject to the provisions of the
Companies Act, SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR, our Memorandum of Association and our
Articles of Association and shall rank pari passu in all respects with the existing Equity Shares of our Company, including in
respect of the right to receive dividend and voting. The Allottees, upon Allotment of Equity Shares under the Offer, will be
entitled to dividend and other corporate benefits, if any, declared by our Company after the date of Allotment. For more
information, see “Description of Equity Shares and Terms of the Articles of Association” on page 450.
Mode of Payment of Dividend
Our Company shall pay dividends, if declared, to our Shareholders in accordance with the provisions of Companies Act, our
Memorandum of Association and our Articles of Association and provisions of the SEBI Listing Regulations and other
applicable law. Dividends, if any, declared by our Company after the date of Allotment (pursuant to transfer of Equity Shares
from the Offer for Sale), will be payable to the Allottees who have been Allotted Equity Shares in the Offer, for the entire year,
in accordance with applicable law. For more information, see “Dividend Policy” and “Description of Equity Shares and Terms
of the Articles of Association” on pages 299 and 450, respectively.
Face value, Offer Price, Floor Price and Price Band
The face value of each Equity Share is ₹10 and the Offer Price at the lower end of the Price Band is ₹366.00 per Equity Share
(“Floor Price”) and at the higher end of the Price Band is ₹385.00 per Equity Share (“Cap Price”). The Anchor Investor Offer
Price is ₹385.00 per Equity Share.
The Offer Price, Price Band and the minimum Bid Lot and Employee Discount, if any, was decided by our Company, in
consultation with the BRLMs and was published in all editions of Financial Express, an English national daily newspaper, all
editions of Jansatta, a Hindi national daily newspaper and Ahmedabad editions of Jai Hind, a Gujarati daily newspaper (Gujarati
being the regional language of Gujarat, where our Registered Office is located), each with wide circulation, and advertised at
least two Working Days prior to the Bid/Offer Opening Date and was made available to the Stock Exchanges to upload on their
respective websites. The Price Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price
was pre-filled in the Bid cum Application Forms available at the websites of the Stock Exchanges.
The Offer Price was determined by our Company, in consultation with the BRLMs, after the Bid/Offer Closing Date.
At any given point of time, there shall be only one denomination of Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
420Rights of Equity Shareholders
Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, our 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 and e-voting, in accordance with the provisions of the Companies
Act;
• right to receive offers for rights Equity Shares and be allotted bonus Equity 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; 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 our Articles of Association and other applicable laws.
For a detailed description of the main provisions of our Articles of Association relating to voting rights, dividend, forfeiture
and lien, transfer, transmission and/or consolidation/splitting, see “Description of Equity Shares and Terms of the Articles of
Association” on page 450.
Allotment of Equity Shares only in dematerialised form
In terms of 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, the trading of the Equity Shares shall only be in dematerialised
form. In this context, the following agreements have been signed among our Company, the respective Depositories and the
Registrar to the Offer:
• Tripartite agreement dated May 31, 2019 among our Company, NSDL and the Registrar to the Offer; and
• Tripartite agreement dated May 9, 2024 among our Company, CDSL and the Registrar to the Offer.
Employee Discount
Employee discount, if any, will be offered to Eligible Employees bidding in the Employee Reservation Portion respectively.
Eligible Employees bidding in the Employee Reservation Portion respectively at a price within the Price Band can make
payment based on, Bid Amount net of Employee Discount, 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, less Employee Discount, at the
time of making a Bid.
Market Lot and Trading Lot
Since trading of the Equity Shares is in dematerialised form, the tradable lot is one Equity Share. Allotment in the Offer will be
only in dematerialised form in multiples of one Equity Share subject to a minimum allotment of 38 Equity Shares. For details
of basis of allotment, see “Offer Procedure” on page 430.
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 shall be deemed to hold the same as joint tenants with benefits of survivorship.
Nomination facility to Bidders
In accordance with Section 72 of the Companies Act, 2013, and the rules framed thereunder, the sole Bidder, or the First Bidder
along with other joint Bidders, could 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, would vest to the exclusion of all other
persons, unless the nomination is varied or cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity
Shares by reason of the death of the original holder(s), would be entitled to the same advantages to which he or she would be
entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) could make
a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her
death during the minority. A nomination shall stand rescinded upon a sale/transfer/alienation of Equity Share(s) by the person
421nominating. A nomination may be cancelled or varied by nominating any other person in place of the present nominee by the
holder of the Equity Shares who has made the nomination by giving a notice of such cancellation. A buyer will be entitled to
make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the prescribed form available on
request at our Registered Office or to the registrar and transfer agents of our Company.
Any person who becomes a nominee by virtue of the provisions of Section 72 of the Companies Act, 2013 shall upon the
production of such evidence as may be required by our Board, elect either:
(a) to register himself or herself as the holder of the Equity Shares; or
(b) to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, our Board may thereafter withhold
payment of all dividends, interests, bonuses or other moneys payable in respect of the Equity Shares, until the requirements of
the notice have been complied with.
Since the Allotment in the Offer will be made only in dematerialised mode there is no need to make a separate nomination with
our Company. Nominations registered with the respective Collecting Depository Participant of the Bidder would prevail. If the
Bidders wish to change the nomination, they are requested to inform their respective Collecting Depository Participant.
Period of operation of subscription list – Bid/Offer Programme
BID/OFFER OPENED ON Wednesday, July 30, 2025(1)
BID/OFFER CLOSED ON Friday, August 1, 2025(2)
An indicative timetable in respect of the Offer is disclosed below:
Event Indicative Date
Bid/Offer Closing Date Friday, August 1, 2025
Finalization of Basis of Allotment with the Designated Stock On or about Monday, August 4, 2025
Exchange
Initiation of refunds (if any, for Anchor Investors)/unblocking of On or about Tuesday, August 5, 2025
funds from ASBA*
Credit of Equity Shares to dematerialised accounts of Allottees On or about Tuesday, August 5, 2025
Commencement of trading of the Equity Shares on the Stock On or about Wednesday, August 6, 2025
Exchanges
* In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism), exceeding two Working
Days from the Bid/Offer 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/Offer 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/Offer 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 BRLMs shall be liable for compensating the
Bidder at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date of receipt of the investor grievance
until the date on which the blocked amounts are unblocked. The Bidder shall be compensated in the manner specified in the SEBI circular dated March
16, 2021, as amended pursuant to SEBI circulars dated June 2, 2021, April 20, 2022 and June 21, 2023 (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.
The above timetable, other than the Bid/Offer Closing Date, is indicative and does not constitute any obligation or
liability on our Company, the Selling Shareholders or the BRLMs.
While our Company shall ensure that all steps for the completion of the necessary formalities for the listing and
commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days from the
Bid/Offer Closing Date, as may be prescribed by the SEBI, the timetable may be extended due to various factors, any
delay in receiving the final listing and trading approval from the Stock Exchanges. 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 Selling Shareholders confirms that he shall extend reasonable support and co-operation in relation to the Offered
Shares, as may be requested by our Company and the BRLMs for the completion of the necessary formalities for listing
and commencement of trading of the Equity Shares at the Stock Exchanges within three Working Days from the
Bid/Offer Closing Date, as may be prescribed by the SEBI.
422In terms of the UPI Circulars, in relation to the Offer, the BRLMs will be required to submit reports of compliance with listing
timelines and activities prescribed by the SEBI, in connection with the allotment and listing procedure within three Working
Days from the Bid / Offer 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.
Submission of Bids (Other than Bids from Anchor Investors):
Bid/Offer Period (except the Bid/Offer Closing Date)
Submission and Revision in Bids Only between 10.00 a.m. and 5.00 p.m. IST
Bid/Offer Closing Date*
Submission of Electronic Applications (Online ASBA through 3-in- Only between 10.00 a.m. and up to 5.00 p.m. IST
1 accounts) – For Retail Individual Bidders and Eligible Employees
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
Submission of Physical Applications (Syndicate Non-Retail, Non- Only between 10.00 a.m. and up to 12.00 p.m. IST
Individual Applications of QIBs and NIIs where Bid Amount is more
than ₹500,000
Modification / Revision / cancellation of Bids
Upward revision of Bids by QIBs and Non-Institutional Bidders Only between 10.00 a.m. and up to 4.00 p.m. IST on Bid/ Offer
categories# Closing Date
Upward or downward Revision of Bids or cancellation of Bids by Only between 10.00 a.m. and up to 5.00 p.m. IST on Bid/ Offer
RIIs and Eligible Employees Closing Date
* UPI mandate end time was at 5:00 p.m. on the Bid/ Offer Closing Date.
# QIBs and Non-Institutional Bidders could neither revise their bids downwards nor cancel/withdraw their Bids.
On the Bid/Offer Closing Date, the Bids were 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 UPI Bidders and
Eligible Employees.
On Bid/Offer Closing Date, extension of time could have been granted by Stock Exchanges only for uploading Bids received
by RIBs and Eligible Employees under the Employee Reservation Portion after taking into account the total number of Bids
received and as reported by the Book Running Lead Managers to the Stock Exchanges.
The Registrar to the Offer shall submit the details of cancelled/ withdrawn/ deleted applications to the SCSBs on a daily basis
within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date until the Bid/ Offer 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 BRLMs and the RTA on a daily basis.
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.
It is clarified that Bids were 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, have been rejected.
Due to limitation of time available for uploading the Bids on the Bid/Offer Closing Date, Bidders were advised to submit their
Bids one day prior to the Bid/Offer Closing Date and in any case no later than the prescribed time on the Bid/ Offer Closing
Date. Any time mentioned in the Red Herring Prospectus is IST. Bidders were cautioned that, in the event a large number of
Bids was received on the Bid/Offer Closing Date, as is typically experienced in public offerings, some Bids may not get
uploaded due to lack of sufficient time. Bids and any revision in Bids were accepted only during Working Days. The Designated
Intermediaries could modify select fields uploaded in the Stock Exchange Platform during the Bid/Offer Period till 5.00 pm on
the Bid/Offer Closing Date after which the Stock Exchange(s) sent the bid information to the Registrar to the Offer for further
processing.
Investors 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 were not accepted on Saturdays and public
holidays as declared by the Stock Exchanges. Bids by ASBA Bidders were uploaded by the relevant Designated Intermediary
in the electronic system to be provided by the Stock Exchanges. Neither our Company, nor the Selling Shareholders, nor any
member of the Syndicate is liable for any failure in uploading or downloading the Bids due to faults in any software / hardware
423system or otherwise; or blocking of application amount by SCSBs on receipt of instructions from the Sponsor Banks 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 any discrepancy in the data entered in the electronic book vis-a-vis data contained in the physical Bid cum Application
Form, for a particular Bidder, the details of the Bid file received from the Stock Exchanges may be taken as the final data for
the purpose of Allotment.
Minimum subscription
If, as prescribed, our Company does not receive (i) the minimum subscription of 90% of the Fresh Issue; and (ii) minimum
subscription in the Offer as specified under Rule 19(2)(b) of the SCRR, including devolvement of Underwriters, if any, within
60 days from the Bid/Offer Closing Date, or if the subscription level falls below the thresholds mentioned above after the
Bid/Offer Closing Date, on account of withdrawal of applications or after technical rejections, or if the listing or trading
permission is not obtained from the Stock Exchanges for the Equity Shares being issued or offered under this Prospectus, the
Selling Shareholders, to the extent applicable, and our Company shall forthwith refund the entire subscription amount received
in accordance with applicable law. If there is a delay beyond the prescribed time, our Company, to the extent applicable, shall
pay interest prescribed under the Companies Act, 2013, the SEBI ICDR Regulations and other applicable law, including the
SEBI master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 (to the extent not rescinded by the
SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations). Subject to applicable law, the Selling Shareholders
shall not be responsible to pay interest for any delay, unless such delay is solely and directly attributable to an act or omission
of the Selling Shareholders, in which case such liability shall be on a several and not joint basis and shall be to the extent of the
Offered Shares.
The requirement for minimum subscription is not applicable to the Offer for Sale. In case of under-subscription in the Offer,
the Equity Shares in the Fresh Issue will be issued prior to the sale of Equity Shares in the Offer for Sale. If there is a delay
beyond the prescribed period, our Company becomes liable to pay the amount, our Company and our Directors, who are officers
in default, shall pay interest at the rate of 15% per annum.
In the event of an undersubscription in the Offer, 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 100% of the Fresh Issue portion is
subscribed; and
ii. upon (i), all the Equity Shares held by the Selling Shareholders and offered for sale in the Offer for Sale will be Allotted
(in proportion to the Offered Shares being offered by the Selling Shareholders to the aggregate Offered Shares in the
Offer for Sale).
In accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of prospective
Allottees to whom the Equity Shares will be Allotted shall not be less than 1,000, failing which the entire application monies
shall be refunded forthwith in accordance with SEBI ICDR Regulations and other applicable laws. In case of delay, if any, in
refund within such timelines as prescribed under applicable laws, our Company shall be liable to pay interest on the application
money in accordance with applicable laws. In case of delay, if any, in unblocking the ASBA Accounts within such timeline as
prescribed under applicable laws, our Company and the Selling Shareholders shall be liable to pay interest on the application
money in accordance with applicable laws.
Arrangement for disposal of odd lots
Since the Equity Shares will be traded in dematerialised form only and the market lot for the Equity Shares will be one Equity
Share, no arrangements for disposal of odd lots are required.
New Financial Instruments
Our Company is not issuing any new financial instruments through this Offer.
Restrictions, if any, on transfer and transmission of Equity Shares
Except for lock-in of the pre-Offer capital of our Company, the minimum Promoters’ Contribution and the Anchor Investor
lock-in in the Offer as detailed in “Capital Structure” on page 94, and except as provided in the Articles of Association as
detailed in “Description of Equity Shares and Terms of the Articles of Association” on page 450, there are no restrictions on
transfers and transmission of Equity Shares and on their consolidation/splitting.
Withdrawal of the Offer
424The Offer shall be withdrawn in the event the requirement of the minimum subscription as prescribed under Regulation 45 of
the SEBI ICDR Regulations is not fulfilled. Our Company in consultation with the BRLMs, reserve the right not to proceed
with the Offer, after the Bid/ Offer Opening Date but before the Allotment. In such an event, our Company in consultation with
the BRLMs, decides not to proceed with the Offer, our Company would issue a public notice in the newspapers in which the
pre-Offer advertisements were published, within two days of the Bid/ Offer Closing Date or such other time as may be
prescribed by SEBI, providing reasons for not proceeding with the Offer. The BRLMs, through the Registrar to the Offer, shall
notify the SCSBs and the Sponsor Bank(s) to unblock the bank accounts of the ASBA Bidders within one Working Day from
the date of receipt of such notification and also inform the Bankers to the Offer 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 the Equity Shares are proposed to
be listed.
Notwithstanding the foregoing, the Offer 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) filing of this Prospectus with the RoC. If our Company,
in consultation with the BRLMs, withdraws the Offer after the Bid/Offer Closing Date and thereafter determines that it will
proceed with a public offering of Equity Shares, our Company shall file a fresh draft red herring prospectus with the SEBI and
the Stock Exchanges.
425OFFER STRUCTURE
The Offer of 16,888,474# Equity Shares bearing face value of ₹10 each for cash at a price of ₹385.00 per Equity Share (including
a share premium of ₹375.00 per Equity Share) aggregating to ₹6,500.00 million# comprising a Fresh Issue of 7,148,215# Equity
Shares by our Company aggregating to ₹2,750.00# million and an Offer for Sale of 9,740,259# Equity Shares aggregating to
₹3,750.00 million by the Selling Shareholders.
#Subject to finalization of Basis of Allotment
The Offer includes a reservation of up 57,306 Equity Shares, aggregating up to ₹20.00 million, for subscription by Eligible
Employees. The Employee Reservation Portion shall not exceed 5.00% of our post-Offer paid-up equity share capital. The
Offer less than the Employee Reservation Portion is the Net Offer.
The Offer and Net Offer shall constitute 29.55% and 29.45% of the post-Offer paid-up Equity Share capital of our Company.
The Offer is being made through the Book Building Process.
Particulars QIBs(1) Non-Institutional Bidders Retail Individual Bidders Employee Reservation
Portion(5)
Number of Equity 12,623,377 Equity Shares 2,524,675# Equity Shares 1,683,116# Equity Shares of 57,306# Equity Shares
Shares available for of ₹ 10 each of ₹ 10 each available for ₹ 10 each available for
Allotment/ allocation or Offer less allocation or Offer less
allocation (2) allocation to QIB Bidders allocation to QIB Bidders
and Retail Individual and Non-Institutional
Bidders Bidders
Percentage of Offer Not less than 75% of the Not more than 15% of the Not more than 10% of the The Employee Reservation
size available for Net Offer shall be available Net Offer or the Offer less Net Offer or Offer less Portion shall constitute
Allotment/ for allocation to QIBs. allocation to QIBs and allocation to QIBs and Non- 0.10% of our post-offer
allocation However, up to 5% of the Retail Individual Bidders Institutional Bidders was paid-up Equity Share
Net QIB Portion (excluding was available for allocation. available for allocation capital
the Anchor Investor Further, (a) one third of
Portion) was available for such portion available to
allocation proportionately Non-Institutional Bidders
to Mutual Funds only. was reserved for applicants
Mutual Funds participating with an application size of
in the Mutual Fund Portion more than ₹ 0.20 million
were also eligible for and up to ₹ 1.00 million;
allocation in the remaining and (b) two third of such
balance QIB Portion portion available to Non-
(excluding the Anchor Institutional Bidders was
Investor Portion). The reserved for applicants with
unsubscribed portion in the application size of more
Mutual Fund Portion was than ₹ 1.00 million,
available for allocation to provided that the
other QIBs unsubscribed portion in
either the sub-categories
mentioned above could be
allocated to applicants in
the other sub-category of
Non-Institutional Bidders.
Basis of Allotment/ Proportionate as follows The Equity Shares of ₹ 10 The allotment to each Retail Proportionate; the value of
allocation if (excluding the Anchor each available for allocation Individual Bidder shall not allocation to an Eligible
respective category Investor Portion): to Non-Institutional Bidders be less than the minimum Employee shall not exceed
is oversubscribed* (a) 252,468# Equity under the Non- Institutional Bid lot, subject to ₹0.20 million (net of
Shares of ₹ 10 each Portion, shall be subject to availability of Equity Employee Discount, if any).
were available for the following: Shares of ₹ 10 each in the In the event of under-
allocation on a a) one third of the portion Retail Portion and the subscription in the
proportionate basis to available to Non- remaining available Equity Employee Reservation
Mutual Funds only; Institutional Bidders being Shares of ₹ 10 each, if any, Portion, the unsubscribed
and 841,558 Equity Shares of ₹ shall be allotted on a portion was allocated, on a
(b) 4,796,883# Equity 10 each were reserved for proportionate basis. For proportionate basis, to
Shares of ₹ 10 each Bidders Biddings more than details, see “Offer Eligible Employees
were available for ₹ 0.20 million and up to ₹ Procedure” on page 430. Bidding in the Employee
allocation on a 1.00 million; and Reservation Portion for a
proportionate basis to b) two third of the portion value exceeding ₹0.20
all QIBs, including available to Non- million subject to total
Mutual Funds Institutional Bidders being Allotment to an Eligible
receiving allocation as 1,683,117 Equity Shares of Employee not exceeding
per (a) above. ₹ 10 each were reserved for
426Particulars QIBs(1) Non-Institutional Bidders Retail Individual Bidders Employee Reservation
Portion(5)
Our Company, in Bidders Bidding more than ₹0.50 million (net of
consultation with the ₹ 1.00 million. Employee Discount, if any).
BRLMs allocated 60% of The unsubscribed portion in
the QIB Portion (i.e. either of the categories
7,574,026 Equity Shares of specified in (a) or (b) above,
₹ 10 each) on a is allocated to Bidders in the
discretionary basis to other sub- category of Non-
Anchor Investors of which Institutional Portion in
one-third shall be available accordance with SEBI
for allocation to domestic ICDR Regulations.
Mutual Funds only, subject The allotment of specified
to valid Bids being received securities to each Non-
from Mutual Funds at or Institutional Bidder was not
above the Anchor Investor less than the minimum
Allocation Price. application size, subject to
availability in the Non-
Institutional Portion, and
the remainder, if any, is
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
“Offer Procedure” on page
430.
Minimum Bid Such number of Equity Such number of Equity 38 Equity Shares of ₹ 10 38 Equity Shares and in
Shares of ₹ 10 each so that Shares of ₹ 10 each so that each and in multiples of 38# multiples of 38# Equity
the Bid Amount exceeds the Bid Amount exceeds Equity Shares of ₹ 10 each Shares
₹200,000 and in multiples ₹200,000 and in multiples
of 38# Equity Shares of ₹ 10 of 38# Equity Shares of ₹ 10
each each
Maximum Bid Such number of Equity Such number of Equity Such number of Equity Such number of Equity
Shares of ₹ 10 each in Shares of ₹ 10 each in Shares of ₹ 10 each in Shares and in multiples of
multiples of 38# Equity multiples of 38# Equity multiples of 38# Equity 38# Equity Shares, so that
Shares of ₹ 10 each so that Shares of ₹ 10 each so that Shares of ₹ 10 each so that the maximum Bid Amount
the Bid does not exceed the the Bid does not exceed the the Bid Amount does not by each Eligible Employee
size of the Offer (excluding size of the Offer (excluding exceed ₹200,000 in this portion does not
the Anchor Portion), the QIB Portion), subject to exceed ₹0.50 million (less
subject to applicable limits applicable limits Employee Discount, if any)
Mode of Allotment Compulsorily in dematerialised form
Bid Lot 38# Equity Shares of ₹ 10 each and in multiples of 38# Equity Shares of ₹ 10 each thereafter
Allotment Lot 38# Equity Shares of ₹ 10 each and thereafter in multiples of one Equity Share of ₹ 10 each thereafter
Trading Lot One Equity Share of ₹ 10 each
Who can apply(3) (4) Public financial institutions Resident Indian individuals, Resident Indian individuals, Eligible Employees
as specified in Section Eligible NRIs, HUFs (in the Eligible NRIs and HUFs (in
2(72) of the Companies Act name of karta), companies, the name of karta)
2013, scheduled corporate bodies, scientific
commercial banks, Mutual institutions, societies, trusts
Funds registered with and FPIs who are
SEBI, FPIs (other than individuals, corporate
individuals, corporate bodies and family offices
bodies and family offices),
VCFs, AIFs, state industrial
development corporation,
insurance company
registered with IRDAI,
provident fund with
minimum corpus of ₹250
million, pension fund with
minimum corpus of ₹250
million National
Investment Fund set up by
the Government, insurance
funds set up and managed
by army, navy or air force
of the Union of India,
427Particulars QIBs(1) Non-Institutional Bidders Retail Individual Bidders Employee Reservation
Portion(5)
insurance funds set up and
managed by the Department
of Posts, India and
Systemically Important
NBFCs.
Mode of Bidding Only through the ASBA Only through the ASBA Only through the ASBA ASBA only (including the
process (except for Anchor process (including UPI process (including the UPI UPI Mechanism)
Investors). Mechanism for Bids up to Mechanism).
₹0.50 million).
Terms of Payment In case of Anchor Investors: Full Bid Amount was payable by the Anchor Investors at the time of submission of
their Bids(4)
In case of all other Bidders: Full Bid Amount was blocked in the bank account of the ASBA Bidder (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 Offer.
(1) Our Company, in consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation Price, on
a discretionary basis subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor Portion is up to ₹ 100 million,
(ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹ 100 million but up to
₹ 2,500 million under the Anchor Investor Portion, subject to a minimum Allotment of ₹ 50 million per Anchor Investor, and (iii) in case of allocation
above ₹ 2,500 million under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to
₹ 2,500 million, and an additional 10 Anchor Investors for every additional ₹ 2,500 million or part thereof will be permitted, subject to minimum allotment
of ₹ 50 million per Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least ₹ 100
million. One-third of the Anchor Investor Portion will be reserved for domestic Mutual Funds, subject to valid Bids being received at or above the Anchor
Investor Allocation Price.
(2) Subject to valid Bids being having been at or above the Offer Price. This Offer was 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(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Net Offer
was available for allocation on a proportionate basis to QIBs, provided that our Company in consultation with the Book Running Lead Managers
allocated 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
was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the Anchor Investor Allocation
Price. Further, 5% of the Net QIB Portion was available for allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder
of the Net QIB Portion was 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 Offer Price. Further, not more than 15% of the Net Offer shall be available for allocation on a proportionate
basis to Non-Institutional Bidders and not more than 10% of the Net Offer was available for allocation to RIBs in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Offer Price.
(3) In case of joint Bids, the Bid cum Application Form could contain only the name of the first Bidder whose name appeared as the first holder of the
beneficiary account held in joint names. The signature of only such first Bidder was required in the Bid cum Application Form and such first Bidder was
deemed to have signed on behalf of the joint holders. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids, except
as otherwise permitted, in any or all categories.
(4) Full Bid Amount was 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 Offer Price, was 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 Offer through the ASBA process. SEBI
through its circular no. SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022 (to the extent not rescinded by the SEBI ICDR Master Circular in
relation to the SEBI ICDR Regulations), 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 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.
(5) The Employee Reservation Portion did exceed 5% of our post-Offer paid-up Equity Share capital. Unless the Employee Reservation Portion is under-
subscribed, the value of allocation to an Eligible Employee Bidding in the Employee Reservation Portion did not exceed ₹0.20 million (net of Employee
Discount, if any). The unsubscribed portion, if any, in the Employee Reservation Portion (after such allocation up to ₹0.50 million), was added to the Net
Offer. Further, an Eligible Employee Bidding in the Employee Reservation Portion could also Bid in the Net Offer and such Bids will not be treated as
multiple Bids subject to applicable limits. Our Company, in consultation with the BRLMs, offered a discount of up to ₹ 36.00 of the Offer Price to Eligible
Employees Bidding in the Employee Reservation Portion, subject to necessary approvals as may be required.
The Bids by FPIs with certain structures as described under “Offer Procedure — Bids by FPIs” on page 436 and having same
PAN could be collated and identified as a single Bid in the Bidding process. The Equity Shares of ₹10 each Allocated and
Allotted to such successful Bidders (with same PAN) could be proportionately distributed.
Eligible Employees Bidding in the Employee Reservation Portion at a price within the Price Band could 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 had to ensure payment at the Cap Price, at the time of making a Bid.
Bidders were required to confirm and will be deemed to have represented to our Company, the Selling Shareholders, the
members of the Syndicate, 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 of ₹10 each.
428Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in the Non-Institutional Portion or
the Retail Portion was 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 was not allowed to be met with spill-over from other categories or a combination
of categories. For further details, see “Terms of the Offer” on page 420.
429OFFER PROCEDURE
All Bidders were required to be read the General Information Document for Investing in Public Offers prepared and issued in
accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 (to the extent not rescinded by
the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations) 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 also 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 Offer, including in relation to the process for Bids by UPI Bidders through the UPI Mechanism. The
investors should note that the details and process provided in the General Information Document should be read along with
this section.
Additionally, all Bidders could refer to the General Information Document for information in relation to (i) category of investors
eligible to participate in the Offer, (ii) maximum and minimum Bid size, (iii) price discovery and allocation, (iv) payment
instructions for ASBA Bidders, (v) issuance of Confirmation of Allocation Note and Allotment in the Offer, (vi)general
instructions (limited to instructions for completing the Bid cum Application Form), (vii) Designated Date, (viii) disposal of
applications, (ix) submission of Bid cum Application Form, (x) other instructions (limited to joint bids in cases of individual,
multiple bids and instances when an application would be rejected on technical grounds), (xi) applicable provisions of
Companies Act, 2013 relating to punishment for fictitious applications, (xii) mode of making refunds, and (xiii) interest in case
of delay in Allotment or refund.
The 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 (to the extent not rescinded by the SEBI ICDR Master Circular in
relation to the SEBI ICDR Regulations), 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.
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 (to the extent this circular is not rescinded
by the SEBI RTA Master Circular)with respect to Bids by RIBs 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 extended the timeline for implementation of UPI Phase
II until further notice. The final reduced timeline will be made effective using the UPI Mechanism for applications by UPI
Bidders (“UPI Phase III”), as may be prescribed by the SEBI. Pursuant to SEBI circular
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, the final reduced timeline of T+3 days using the UPI Mechanism
for applications by UPI Bidders has been made voluntary for public issues opening on or after September 1, 2023, and
mandatory for public issues opening on or after December 1, 2023 (“T+3 Circular”). Accordingly, the Offer will be undertaken
as per the processes and procedures under UPI Phase III, 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, 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 master circular no. SEBI/HO/CFD/PoD-2/P/CIR/2023/00094 dated June 21, 2023 (to the extent not
rescinded by the SEBI ICDR Master Circular in relation to the SEBI ICDR Regulations) has introduced certain additional
measures for streamlining the process of initial public offers and redressing investor grievances. The provisions of these
circulars are deemed to form part of this Prospectus. Furthermore, pursuant to 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 in
relation to the SEBI ICDR Regulations), all individual bidders in initial public offerings (opening on or after May 1, 2022)
whose application sizes are up to ₹500,000 shall use the UPI Mechanism. This circular has come into force for initial public
offers opening on or after May 1, 2022 and the provisions of these circular are deemed to form part of this Prospectus.
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 in relation to the SEBI ICDR Regulations), applications made using the ASBA facility in initial
public offerings (opening on or after September 1, 2022) shall be processed only after application monies are blocked in the
bank accounts of investors (all categories). Accordingly, Stock Exchanges shall, for all categories of investors and other
reserved categories 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.
430In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI
Circular. No. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 shall continue to form part of the agreements
being signed between the intermediaries involved in the public issuance process and book running 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/Offer 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/Offer Closing Date by the intermediary responsible for causing such delay in unblocking. Additionally, SEBI
has reduced the time period for refund of application monies from 15 days to two days.
Our Company, the Selling Shareholders and the Syndicate and are not liable for any amendment, modification or change in
the applicable law which may occur after the date of this Prospectus. Bidders are advised to make their independent
investigations and ensure that their Bids are submitted in accordance with applicable laws and do not exceed the investment
limits or maximum number of Equity Shares that can be held by them under applicable law or as specified in the Red Herring
Prospectus and this Prospectus.
Further our Company, the Selling Shareholders and the Syndicate Members are not liable for any adverse occurrences
consequent to the implementation of the UPI Mechanism for application in this Offer.
Book Building Procedure
This Offer was being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. The
Offer is being made through the Book Building Process in accordance with Regulation 6(2) of the SEBI ICDR Regulations
wherein in terms of Regulation 32(2) of the SEBI ICDR Regulations, not less than 75% of the Net Offer was available for
allocation on a proportionate basis to QIBs, provided that our Company, in consultation with the BRLMs, allocated 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 was reserved for domestic Mutual Funds, subject to valid Bids having been 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 were added to the Net QIB Portion. Further, 5% of the Net
QIB Portion was available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net QIB
Portion was available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds,
subject to valid Bids having been received at or above the Offer Price. Further, subject to availability of Equity Shares in the
respective categories, not more than 15% of the Net Offer was available for allocation to Non-Institutional Bidders, out of
which (a) one third of such portion was reserved for applicants with application size of more than ₹200,000 and up to
₹1,000,000; and (b) two-third of such portion was reserved for applicants with application size of more than ₹1,000,000,
provided that the unsubscribed portion in either of such sub-categories could be allocated to applicants in the other sub-category
of Non-Institutional Bidders; and not more than 10% of the Net Offer was available for allocation to RIBs in accordance with
the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. The Offer includes a
reservation of up to 57,306 Equity Shares, aggregating up to ₹ 20.00 million, for subscription by Eligible Employees. The
Employee Reservation Portion shall not exceed 5.00% of our post-Offer paid-up equity share capital subject to valid Bids being
received at or above the Offer Price.
Subject to valid Bids being received at or above the Offer Price, under-subscription, if any, in any category, except in the QIB
Portion, was 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 receipt of valid Bids received
at or above the Offer Price. Under-subscription, if any, in the QIB Portion, was not be allowed to be met with spill-over from
any other category or a combination of categories.
The Equity Shares, on Allotment, shall be traded only in the dematerialised segment of the Stock Exchanges.
Investors should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The
Bid cum Application Forms which did not have the details of the Bidders’ depository account, including DP ID, Client
ID, the PAN and UPI ID, for UPI Bidders using the UPI Mechanism, shall be treated as incomplete and will be rejected.
Bidders will not have the option of being Allotted Equity Shares in physical form. However, they may get their Equity
Shares rematerialised subsequent to Allotment of the Equity Shares in the Offer, subject to applicable laws.
Investors were required to ensure that their PAN is linked with Aadhaar and are in compliance with Central Board of
Direct Taxes notification dated February 13, 2020 and press release dated June 25, 2021 and September 17, 2021.
Phased implementation of UPI
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of, among others, 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 RIBs through
Designated Intermediaries with the objective to reduce the time duration from public issue closure to listing from six Working
431Days to up to three Working Days. The SEBI in its circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023,
had reduced the time period for listing of equity shares pursuant to a public issue from six Working Days to three Working
Days. This Offer will be undertaken pursuant to the processes and procedures prescribed under UPI Phase III, subject to any
circulars, clarifications or notifications which may be issued by the SEBI.
Pursuant UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that have
been made through the UPI Mechanism. The requirements of the UPI Streamlining Circulars 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 day from the
date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs
being penalised under the relevant securities law. Additionally, if there is any delay in the redressal of investors’ complaints,
the relevant SCSB as well as the post– Offer BRLM will be required to compensate the concerned investor.
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 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 using the UPI.
Further, pursuant to SEBI Circular No: SEBI/HO/CFD/DIL2/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 also provide their UPI ID in
the Bid cum Application Form submitted with any of the entities mentioned herein below:
(a) a syndicate member;
(b) a stock broker recognised with a registered stock exchange (and whose name is mentioned on the website of the stock
exchange as eligible for this activity);
(c) a depository participant (whose name is mentioned on the website of the stock exchange as eligible for this activity);
(d) a registrar to an issue and share transfer agent (whose name is mentioned on the website of the stock exchange as
eligible for this activity)
For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
BRLMs.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus were available with
the Designated Intermediaries at relevant Bidding Centres and at our Registered Office. The electronic copy of the Bid cum
Application Forms were also be available for download on the websites of NSE (www.nseindia.com) and BSE
(www.bseindia.com) at least one day prior to the Bid/Offer Opening Date.
Copies of the Anchor Investor Application Form were available at the offices of the BRLMs.
All Bidders (other than Anchor Investors) could mandatorily participate in the Offer only through the ASBA process. Anchor
Investors were not permitted to participate in the Offer through the ASBA process. The UPI Bidders could additionally Bid
through the UPI Mechanism.
ASBA Bidders (other than UPI Bidders using UPI Mechanism) had to provide bank account details and authorisation to block
funds in their respective ASBA Accounts in the relevant space provided in the ASBA Form and the ASBA Forms that did not
contain such details were liable to be rejected. The ASBA Bidders shall ensure that they have sufficient balance in their bank
accounts to be blocked through ASBA for their respective Bid as the application made by a Bidder could 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 (to the extent not rescinded by the SEBI ICDR Master Circular in
relation to the SEBI ICDR Regulations).
ASBA Bidders had to ensure that the Bids were 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 were liable to be rejected. UPI Bidders using UPI Mechanism could submit their ASBA Forms, including
details of their UPI IDs, with the Syndicate, Sub-Syndicate members, Registered Brokers, RTAs or CDPs. Retail Individual
Bidders authorising an SCSB to block the Bid Amount in the ASBA Account may submit their ASBA Forms with the SCSBs.
ASBA Bidders had to ensure that the ASBA Account has sufficient credit balance such that an amount equivalent to the full
Bid Amount could be blocked by the SCSB or the Sponsor Bank(s), as applicable at the time of submitting the Bid. In order to
432ensure timely information to investors, SCSBs were required to send SMS alerts to investors intimating them about Bid
Amounts blocked/ unblocked.
The prescribed color of the Bid cum Application Forms for various categories is as follows:
Category Color of Bid cum Application Form*
Resident Indians, including resident QIBs, Non-Institutional Bidders, Retail Individual Bidders White
and Eligible NRIs applying on a non-repatriation basis
Non-Residents including Eligible NRIs, FVCIs, FPIs, registered multilateral and bilateral Blue
development financial institutions applying on a repatriation basis
Anchor Investors White
Eligible Employees bidding in the employee Reservation Portion Pink
* Excluding electronic Bid cum Application Form
Notes:
(1) Electronic Bid cum Application Forms and the Abridged Prospectus will also be available for download on the website of the NSE (www.nseindia.com)
and the BSE (www.bseindia.com).
(2) Bid cum Application Forms for Anchor Investors will be made available at the offices of the BRLMs.
(3) Bid cum Application Forms for Eligible Employees will be available only at our Registered and Corporate office.
In particular, the Equity Shares have not been and will not be registered under the U.S. Securities Act or any state
securities laws in the United States, and unless so registered, and may not be offered or sold within the United States,
except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S.
Securities Act and applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside
the United States in “offshore transactions” as defined in and in reliance on Regulation S and the applicable laws of the
jurisdictions where such offers and sales are made.
The Equity Shares offered in the Offer have not been and will not be registered, listed, or otherwise qualified in any
jurisdiction except India and may not be offered or sold to persons outside of India except in compliance with the
applicable laws of each such jurisdiction.
In case of ASBA Forms, the relevant Designated Intermediaries uploaded the relevant Bid details in the electronic bidding
system of the Stock Exchanges. For ASBA Forms (other than through the UPI Mechanism) Designated Intermediaries (other
than SCSBs) submitted/ delivered the ASBA Forms to the respective SCSB where the Bidder has an ASBA bank account and
not submit it to any non-SCSB bank or any Escrow Collection Bank.
For UPI Bidders using the UPI Mechanism, the Stock Exchanges shall share the Bid details (including UPI ID) with the Sponsor
Bank(s) on a continuous basis to enable the Sponsor Bank(s) to initiate the UPI Mandate Request to UPI Bidders for blocking
of funds. The Sponsor Bank(s) initiated request for blocking of funds through NPCI to UPI Bidders, who accepted the UPI
Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account.
The NPCI shall maintain an audit trail for every bid entered in the Stock Exchanges bidding platform, and the liability to
compensate UPI Bidders (using the UPI Mechanism) in case of failed transactions shall be with the concerned entity (i.e., the
Sponsor Bank(s), NPCI or the bankers to an 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 Bankers to the Offer.
The BRLMs shall also be required to obtain the audit trail from the Sponsor Bank(s) and the Bankers to the Offer for analyzing
the same and fixing liability. For ensuring timely information to investors, SCSBs shall send SMS alerts as specified in the
SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to the SEBI
circulars dated June 2, 2021 and April 20, 2022.
Pursuant to NSE circular dated July 22, 2022 with reference no. 23/2022 and BSE circular dated July 22, 2022 with reference
no. 20220722-30, has mandated that Trading Members, Syndicate Members, RTA and Depository Participants shall submit
Syndicate ASBA bids above ₹500,000 and NII & QIB bids above ₹200,000, through SCSBs only.
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 on the Bid/Offer Closing Date (“Cut-Off Time”). Accordingly,
UPI Bidders Bidding through the UPI Mechanism should accept UPI Mandate Requests for blocking off funds prior to the Cut-
Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only after
such banks provide a written confirmation on compliance with the UPI Circulars.
Pursuant to NSE circular dated August 3, 2022, the following is applicable to all initial public offers:
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 Member(s), registrars to the offer and depository participants shall continue
till further notice.
433b. 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. 4:00 p.m. for QIBs and Non-Institutional Bidders categories and up to 5.00 p.m. for Retail Individual and
Eligible Employee Bidders categories on the initial public offer closure day;
d. QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids;
e. Exchanges shall display bid details of only successful ASBA blocked applications i.e. Application with latest status
as RC 100 – Block Request Accepted by Investor/ Client.
The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and
will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error code
and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all Bid requests and responses throughout
their lifecycle on daily basis and share reports with the BRLMs in the format and within the timelines as specified under the
UPI Circulars. Sponsor Bank(s) and issuer banks shall download UPI settlement files and raw data files from the NPCI portal
after every settlement cycle and do a three way reconciliation with UPI switch data, CBS data and UPI raw data. NPCI is to
coordinate with issuer banks and Sponsor Bank(s) on a continuous basis.
The Sponsor Bank(s) shall host a web portals for intermediaries (closed user group) from the date of Bid/Offer 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
Offer Bidding process.
Electronic registration of Bids
a) The Designated Intermediary could register the Bids using the on-line facilities of the Stock Exchanges. The
Designated Intermediaries could also set up facilities for off-line electronic registration of Bids, subject to the condition
that they could subsequently upload the off-line data file into the on-line facilities for Book Building on a regular basis
before the closure of the Offer.
b) On the Bid/Offer Closing Date, the Designated Intermediaries could upload the Bids until such time as could be
permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus.
c) Only Bids that were uploaded on the Stock Exchanges Platform are considered for allocation/Allotment. The
Designated Intermediaries are given until 5:00 pm on the Bid/Offer Closing Date to modify select fields uploaded in
the stock exchange platform during the Bid/Offer Period after which the Stock Exchange(s) sent the Bid information
to the Registrar to the Offer for further processing.
d) QIBs and Non-Institutional Bidders can neither revise their bids downwards nor cancel/withdraw their bids.
Participation by the Promoters, the members of the Promoter Group, the BRLMs, the Syndicate Members and persons
related to Promoters/the members of the Promoter Group/the BRLMs
The BRLMs and the Syndicate Members were not be allowed to purchase the Equity Shares in any manner, except towards
fulfilling their underwriting obligations. However, the respective associates and affiliates of the BRLMs and the Syndicate
Members could purchase Equity Shares in the Offer, either in the QIB Portion or in the Non-Institutional Portion, as may be
applicable to such Bidders, and such subscription may be on their own account or on behalf of their clients. All categories of
investors, including respective associates or affiliates of the BRLMs and Syndicate Members, were treated equally for the
purpose of allocation to be made on a proportionate basis.
Except as stated below, neither the BRLMs nor any associate of the BRLMs could apply in the Offer under the Anchor Investor
Portion:
(i) mutual funds sponsored by entities which are associate of the BRLMs;
(ii) insurance companies promoted by entities which are associate of the BRLMs;
(iii) AIFs sponsored by the entities which are associate of the BRLMs; or
(iv) FPIs (other than individuals, corporate bodies and family offices) sponsored by the entities which are associate of the
BRLMs.
434Further, an Anchor Investor was 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, among the Anchor Investor and the BRLMs.
Further, except for the sale of Equity Shares by the Selling Shareholders, our Promoters and members of the Promoter Group
shall not participate by applying for Equity Shares in the Offer.
However, a QIB who has any of the following rights in relation to our Company shall be deemed to be a person related to our
Promoters or the members of the Promoter Group of our Company:
(i) rights under a shareholders’ agreement or voting agreement entered into with our Promoters or the members of the
Promoter Group of our Company;
(ii) veto rights; or
(iii) right to appoint any nominee director on the Board.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate was required to be lodged along
with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserved 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 had to specifically state names of the concerned
schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid could have been 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 were not treated as multiple Bids provided that the
Bids clearly indicate the scheme concerned for which such Bid had been made.
No Mutual Fund scheme could invest more than 10% of its NAV in equity shares or equity-related instruments of any single
company, provided that the limit of 10% was not applicable for investments in case of index funds or sector or industry specific
schemes. No Mutual Fund under all its schemes could own more than 10% of any company’s paid-up share capital carrying
voting rights.
Bids by HUFs
Bids by HUFs, could be made in the individual name of the Karta. The Bidder/Applicant could 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 will be considered at par with Bids/Applications from individuals.
Bids by Eligible NRIs
Eligible NRIs could obtain copies of Bid cum Application Form from the Designated Intermediaries. Only Bids accompanied
by payment in Indian Rupees or freely convertible foreign exchange will be considered for Allotment.
Eligible NRI Bidders Bidding on a repatriation basis by using the Non-Resident Forms were required to authorise their SCSB
(if they are Bidding directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders Bidding
through the UPI Mechanism) to block their Non-Resident External (“NRE”) accounts, or Foreign Currency Non-Resident
(“FCNR”) Accounts, and Eligible NRI Bidders Bidding on a non-repatriation basis by using Resident Forms were required to
authorise their respective SCSBs (if they are Bidding directly through SCSB) or confirm or accept the UPI Mandate Request
(in case of UPI Bidders Bidding through the UPI Mechanism) to block their Non-Resident Ordinary (“NRO”) accounts for the
full Bid Amount, at the time of the submission of the Bid cum Application Form.
Eligible NRIs Bidding on non-repatriation basis were advised to use the Bid cum Application Form for residents (white in
colour). Eligible NRIs Bidding on a repatriation basis were advised to use the Bid cum Application Form meant for Non-
Residents (blue in colour).
In accordance with the FEMA Non-debt Instruments Rules, the total holding by any individual NRI, on a repatriation basis,
could not exceed 5% of the total paid-up equity capital on a fully diluted basis or could 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 could not exceed 10% of the total paid-up equity capital on a fully diluted basis or could not exceed 10%
435of the paid-up value of each series of debentures or preference shares or share warrant. Provided that the aggregate ceiling of
10% could be raised to 24% if a special resolution to that effect is passed by the general body of the Indian company.
NRIs applying in the Offer using UPI Mechanism were advised to enquire with the relevant bank whether their bank account
is UPI linked prior to making such application.
Also see “Restrictions on Foreign Ownership of Indian Securities” on page 449.
Bids by FPIs
In terms of the SEBI FPI Regulations, the issue of Equity Shares to a single FPI or an investor group (which means the same
multiple entities having common ownership directly or indirectly of more than 50% or common control) must be below 10%
of our post-Offer Equity Share capital. Further, in terms of the FEMA Non-debt Instruments Rules, with effect from April 1,
2020, the aggregate FPI investment limit is the sectoral cap applicable to an Indian company as prescribed in the FEMA Non-
debt Instruments Rules with respect to its paid-up equity capital on a fully diluted basis. Currently, the sectoral cap is 100%
and accordingly, the applicable limit with respect to our Company is 100%.
FPIs were permitted to participate in the Offer subject to compliance with conditions and restrictions which may be specified
by the Government from time to time. In case of Bids made by FPIs, a certified copy of the certificate of registration issued
under the SEBI FPI Regulations is required to be attached to the Bid cum Application Form, failing which our Company
reserves the right to reject any Bid without assigning any reason. FPIs who wished to participate in the Offer were advised to
use the Bid cum Application Form for Non-Residents (blue in colour).
In terms of the FEMA, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs was included.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of
the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments(as defined under
the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held
by it in India, as its underlying asset) 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 behalf of is subject to, inter alia, the following conditions:
(i) such offshore derivative instruments are transferred to persons subject to fulfilment of SEBI FPI Regulations; and
(ii) prior consent of the FPI is obtained for such transfer, except when the persons to whom the offshore derivative
instruments are to be transferred are pre-approved by the FPI.
Bids by FPIs which utilised the multi investment manager structure in accordance with the Operational Guidelines for Foreign
Portfolio Investors and Designated Depository Participants issued to facilitate implementation of the SEBI FPI Regulations (the
“Operational FPI Guidelines”), submitted with the same PAN but with different beneficiary account numbers, Client IDs and
DP IDs shall not be treated as multiple Bids (“MIM Bids”). FPIs bearing the same PAN were treated as multiple Bids by a
Bidder and could be rejected, except for Bids from FPIs that utilised the multi investment manager structure in accordance with
the Operational FPI Guidelines (such structure referred to as “MIM Structure”). In order to ensure valid Bids, FPIs making
MIM Bids using the same PAN and with different beneficiary account numbers, Client IDs and DP IDs, were required to submit
a confirmation that their Bids were 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 were rejected.
Further, in the following cases, the bids by FPIs were not 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 I FPIs; and (vii) Entities registered
as Collective Investment Scheme having multiple share classes.
Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB Bidder could
not exceed the investment limits prescribed for them under applicable laws. Further, MIM Bids by an FPI Bidder utilising the
MIM Structure was aggregated for determining the permissible maximum Bid. Further, please note that as disclosed in the Red
436Herring Prospectus read with the General Information Document, Bid Cum Application Forms were liable to be rejected in the
event that the Bid in the Bid cum Application Form “exceeds the Offer 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 this 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”) could
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 Offer Equity
Share capital were rejected.
Bids by SEBI registered AIFs, VCFs and FVCIs
The SEBI FVCI Regulations, SEBI VCF Regulations and the SEBI AIF Regulations prescribe, inter alia, the investment
restrictions on the FVCIs, VCFs and AIFs registered with SEBI respectively. While the SEBI VCF Regulations have since been
repealed, the funds registered as VCFs under the SEBI VCF Regulations continue to be regulated by such regulations until the
existing fund or scheme managed by the fund is wound up. FVCIs can invest only up to 33.33% of the investible funds by way
of subscription to an initial public offering. Category I AIF and Category II AIF cannot invest more than 25% of the investible
funds in one investee company directly or through investment in the units of other AIFs, subject to the conditions prescribed
by the SEBI. A Category III AIF cannot invest more than 10% of the investible funds in one investee company directly or
through investment in the units of other AIFs, subject to the conditions prescribed by the SEBI. A VCF registered as a Category
I AIF, as defined in the SEBI AIF Regulations, cannot invest more than 1/3rd of its investible funds by way of subscription to
an initial public offering of a venture capital undertaking. Additionally, a VCF that has not re- registered as an AIF under the
SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations (and accordingly shall not be allowed to
participate in the Offer) until the existing fund or scheme managed by the fund is wound up and such funds shall not launch
any new scheme after the notification of the SEBI AIF Regulations.
There is no reservation for Eligible NRIs, AIFs, FPIs and FVCIs, and all Bidders will be treated on the same basis with other
categories for the purpose of allocation.
All non-resident investors were required to note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, will be payable in Indian Rupees only and net of bank charges and commission.
Our Company, the Selling Shareholders or the BRLMs will not be responsible for loss, if any, incurred by the Bidder on account
of conversion of foreign currency.
Bids by Eligible Employees
The Bid must be for a minimum of 38 Equity Shares and in multiples of 38 Equity Shares thereafter so as to ensure that the Bid
Amount payable by the Eligible Employee does not exceed ₹500,000. The Allotment in the Employee Reservation Portion was
on a proportionate basis. Eligible Employees under the Employee Reservation Portion could Bid at Cut-off Price provided that
the Bid did not exceed ₹500,000.
However, Allotments to Eligible Employees in excess of ₹200,000 shall be considered on a proportionate basis, in the event of
undersubscription in the Employee Reservation Portion, subject to the total Allotment to an Eligible Employee not exceeding
₹500,000. Subsequent undersubscription, if any, in the Employee Reservation Portion shall be added back to the Net Offer.
Eligible Employees Bidding in the Employee Reservation Portion may Bid at the Cut-off Price.
Bids under Employee Reservation Portion by Eligible Employees shall be:
(a) Made only in the prescribed Bid cum Application Form or Revision Form.
(b) The Bidder could be an Eligible Employee as defined. In case of joint bids, the first Bidder could be an Eligible
Employee.
(c) Only Eligible Employees were eligible to apply in this Offer under the Employee Reservation Portion.
(d) Only those Bids, which were received at or above the Offer Price could be considered for Allotment under this
category.
(e) The Bids must be for a minimum of 38 Equity Shares and in multiples of 38 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. However, a
Bid by an Eligible Employee in the Employee Reservation Portion could be considered for allocation, in the first
437instance, for a Bid amounting up to ₹200,000 (net of Employee Discount, if any). In the event of any 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),
provided however that the maximum Bid in this category by an Eligible Employee cannot exceed ₹500,000 (net of
Employee Discount, if any).
(f) Eligible Employees could apply at Cut-off Price.
(g) If the aggregate demand in this category is less than or equal to 57,306 Equity Shares at or above the Offer Price, full
allocation shall be made to the Eligible Employees to the extent of their demand.
(h) Bids by Eligible Employees in the Employee Reservation Portion and in the Net Offer portion shall not be treated as
multiple Bids. Our Company reserved the right to reject, in its absolute discretion, all or any multiple Bids in any or
all categories.
(i) Eligible Employees could mention their employee number at the relevant place in the Bid cum Application Form or
Revision Form.
(j) Under-subscription, if any, in the Employee Reservation Portion was added back to the Net Offer.
In case of under-subscription in the Net Offer, spill over to the extent of under-subscription shall be permitted from the
Employee Reservation Portion. If the aggregate demand in this category is greater than 57,306 Equity Shares at or above the
Offer Price, the allocation shall be made on a proportionate basis.
Please note that any individuals who are directors, employees or promoters of (a) the Lead Manager, Registrar to the Offer, or
the Syndicate Members, or of the (b) ‘associate companies’ (as defined in the Companies Act, 2013, as amended) and ‘group
companies’ of such Lead Manager, Registrar to the Offer or Syndicate Members were not eligible to bid in the Employee
Reservation Portion.
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, were required to be attached to the
Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserved the right to reject any Bid
without assigning any reason thereof.
Bids by banking companies
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by
RBI, and (ii) the approval of such banking company’s investment committee were required to be attached to the Bid cum
Application Form, failing which our Company, in consultation with the BRLMs, reserved the right to reject any Bid without
assigning any reason.
The investment limit for banking companies in non-financial services as per the Banking Regulation Act, 1949, as amended,
(“Banking Regulation Act”), and the Master Directions – Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016, as amended, and Master Circular on Basel III Capital Regulations dated July 1, 2014, as amended is 10% of
the paid-up share capital of the investee company, not being its subsidiary engaged in non-financial services, or 10% of the
banking company’s paid-up share capital and reserves, whichever is lower.
However, a banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid- up share
capital of such investee company, subject to prior approval of the RBI, if (i) the investee company is engaged in non-financial
activities permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act, (ii) the additional acquisition
is through restructuring of debt, or to protect the banking company’s interest on loans/investments made to a company. The
bank is required to submit a time bound action plan to the RBI for the disposal of such shares within a specified period. The
aggregate investment by a banking company along with its subsidiaries, associates or joint ventures or entities directly or
indirectly controlled by the bank, and mutual funds managed by asset management companies controlled by the bank, shall not
exceed more than 20% of the investee company’s paid up share capital engaged in non-financial services. However, this cap
does not apply to the cases mentioned in (i) and (ii) above.
Further, the aggregate equity investment made 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 paid
up share capital and reserves.
438Bids by SCSBs
SCSBs participating in the Offer were required to comply with the terms of the SEBI circulars (Nos. CIR/CFD/DIL/12/2012
and CIR/CFD/DIL/1/2013) dated September 13, 2012 and January 2, 2013 issued by SEBI. Such SCSBs were required to
ensure that for making applications on their own account using ASBA, they should have had a separate account in their own
name with any other SEBI registered SCSBs. Further, such account was to be used solely for the purpose of making application
in public issues and clear demarcated funds were to be available in such account for such Bids.
Bids by Systemically Important NBFCs
In case of Bids made by Systemically Important NBFCs registered with RBI, a certified copies of the (i) certificate of
registration issued by RBI, (ii) last audited financial statements on a standalone basis (iii) a net worth certificate from its
statutory auditor(s), and (iv) such other approval as may be required by the Systemically Important NBFCs were required to be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserved the right to
reject any Bid, without assigning any reason thereof.
Systemically Important NBFCs participating in the Offer were required to comply with all applicable regulations, directions,
guidelines and circulars issued by RBI from time to time. The investment limit for Systemically Important NBFCs could be as
prescribed by RBI from time to time.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by
IRDAI were required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the
BRLMs, reserved the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers are prescribed under the IRDAI Investment Regulations, based on investments in equity shares
of the investee company, the entire group of the investee company and the industry sector in which the investee company
operates. Insurance companies participating in the Offer were advised to refer to the IRDAI Investment Regulations for specific
investment limits applicable to them and comply with all applicable regulations, guidelines and circulars issued by the IRDAI
from time to time.
Bids by provident funds/pension funds
In case of Bids made by provident funds/pension funds, subject to applicable laws, with minimum corpus of ₹250 million, a
certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/pension fund must be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, was required to reserve
the right to reject any Bid, without assigning any reason thereof.
Bids under power of attorney
In case of Bids made pursuant to a power of attorney by limited companies, corporate bodies, registered societies, eligible FPIs,
AIFs, Mutual Funds, insurance companies, Systemically Important NBFCs, insurance funds set up by the army, navy or air
force of the Union of India, insurance funds set up by the Department of Posts, India or the National Investment Fund and
provident funds with a minimum corpus of ₹250 million (subject to applicable laws) and pension funds with a minimum corpus
of ₹250 million, 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 was required to be lodged along
with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs reserved the right to accept or
reject any Bid in whole or in part, in either case, without assigning any reason thereof.
Our Company and the Selling Shareholders, in consultation with the BRLMs, in its absolute discretion, reserved the right to
relax the above condition of simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject
to such terms and conditions that our Company, in consultation with the BRLMs, may deem fit.
In accordance with existing regulations issued by the RBI, OCBs cannot participate in this Offer.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, the key terms for participation by Anchor Investors are provided below:
(i) Anchor Investor Application Forms were made available for the Anchor Investor Portion at the offices of the BRLMs.
(ii) The Bid was required to be for a minimum of such number of Equity Shares so that the Bid Amount did not exceed
₹100 million. A Bid could not be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids
by individual schemes of a Mutual Fund were aggregated to determine the minimum application size of ₹100 million.
439(iii) One-third of the Anchor Investor Portion were reserved for allocation to domestic Mutual Funds.
(iv) Bidding for Anchor Investors opened one Working Day before the Bid/ Offer Opening Date, and will be completed
on the same day.
(v) Our Company, in consultation with the BRLMs finalised allocation to the Anchor Investors on a discretionary basis,
provided that the minimum number of Allottees in the Anchor Investor Portion were not less than: (a) maximum of
two Anchor Investors, where allocation under the Anchor Investor Portion was ₹100 million; (b) minimum of two and
maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion was 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 ₹2,500.00 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.
(vi) Allocation to Anchor Investors was completed on the Anchor Investor Bid/ Offer Period. The number of Equity Shares
allocated to Anchor Investors and the price at which the allocation is made, was made available in the public domain
by the BRLMs before the Bid/Offer Opening Date, through intimation to the Stock Exchanges.
(vii) Anchor Investors could not withdraw or lower the size of their Bids at any stage after submission of the Bid.
(viii) If the Offer Price was greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Offer Price was payable by the Anchor Investors on the Anchor
Investor pay-in date specified in the CAN. If the Offer Price was lower than the Anchor Investor Offer Price, Allotment
to successful Anchor Investors will be at the higher price.
(ix) 50% of the Equity Shares allotted to be Anchor Investors under the Anchor Investor Portion shall be locked- in for a
period of 90 days from the date of Allotment and the remaining 50% of the Equity Shares shall be locked-in for a
period of 30 days from the date of Allotment.
(x) Neither (a) BRLMs nor any associate 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 associate of the and BRLMs) nor (b) the Promoters, Promoter Group or any person
related to the Promoters or members of the Promoter Group could apply in the Offer under the Anchor Investor Portion.
(xi) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders 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 Prospectus, when filed. 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 laws or regulation and as specified in the Red Herring Prospectus, or as will
be specified in this Prospectus.
For more information, please read the General Information Document.
Certain 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
Acknowledgement 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 Acknowledgement 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, the Selling Shareholders and/or the BRLMs are cleared or approved by the Stock
Exchanges, nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the
statutory and other requirements, nor does it take any responsibility for the financial or other soundness of our Company, the
management or any scheme or project of our Company, nor does it in any manner warrant, certify or endorse the correctness or
completeness of any of the contents of the Red Herring Prospectus, nor does it warrant that the Equity Shares will be listed or
will continue to be listed on the Stock Exchanges.
440General instructions
Please note that QIBs and Non-Institutional Bidders are not permitted to withdraw their Bid(s) or lower the size of their Bid(s)
(in terms of quantity of Equity Shares or the Bid Amount) at any stage. UPI Bidders can revise their Bid(s) during the Bid/Offer
Period and withdraw or lower the size of their Bid(s) until Bid/Offer Closing Date. Anchor Investors are not allowed to withdraw
their Bids after the Anchor Investor Bid/Offer Period.
Do’s:
A. 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;
B. All Bidders (other than Anchor Investors) should submit their Bids through the ASBA process only;
C. Ensure that you have Bid within the Price Band;
D. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
E. Ensure that you (other than the Anchor Investors) have mentioned the correct details of your ASBA Account (i.e.,
bank account number) in the Bid cum Application Form if you are not a UPI Bidder using the UPI Mechanism in the
Bid cum Application Form and if you are a 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;
F. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the Bidding Centre (except 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 General
Information Document;
G. UPI Bidders Bidding shall ensure that they use only their own ASBA Account or only their own bank account linked
UPI ID (only for UPI Bidders using the UPI Mechanism) to make an application in the Offer and not ASBA Account
or bank account linked UPI ID of any third party;
H. Ensure that you have funds equal to or more than the Bid Amount in the ASBA Account maintained with the SCSB
before submitting the ASBA Form to any of the Designated Intermediaries;
I. UPI Bidders using UPI Mechanism, may submit their ASBA Forms with the Syndicate Member, Registered Brokers,
RTAs or CDPs and should ensure that the ASBA Form contains the stamp of such Designated Intermediary;
J. The ASBA bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs;
K. Ensure that the signature of the first Bidder in case of joint Bids, is included in the Bid cum Application Forms. If the
first Bidder is not the ASBA Account holder, ensure that the Bid cum Application Form is signed by the ASBA
Account holder. Ensure that you have mentioned the correct bank account number in the Bid cum Application Form;
L. 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 the name of only the First Bidder whose name should also appear as the first holder of the beneficiary account
held in joint names;
M. Ensure that you request for and receive a stamped Acknowledgment Slip in the form of a counterfoil or
acknowledgement specifying the application number as a proof of having accepted the of the Bid cum Application
Form for all your Bid options from the concerned Designated Intermediary;
N. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was
placed, and obtain a revised Acknowledgement Slip;
O. 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;
P. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of the circular (No. MRD/DoP/Cir-20/2008) dated June 30, 2008 issued by the SEBI, 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 the SEBI circular dated July 20, 2006, may be exempted from
specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under the
441Income Tax 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;
Q. 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;
R. 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;
S. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trusts, etc., the relevant
documents, including a copy of the power of attorney, if applicable, are submitted;
T. Ensure that Bids submitted by any person outside India is in compliance with applicable foreign and Indian laws;
U. Since the Allotment will be in demat form only, ensure that the depository account is active, the correct DP ID, Client
ID, the PAN, and UPI ID (for UPI Bidders Bidding through UPI Mechanism) and PAN are mentioned in their Bid
cum Application Form and that the name of the Bidder, the DP ID, Client ID, UPI ID (for UPI Bidders bidding through
UPI Mechanism) and the PAN entered into the online IPO system of the Stock Exchanges by the relevant Designated
Intermediary, as applicable, matches with the name, DP ID, Client ID, UPI ID (for UPI Bidders bidding through UPI
Mechanism) and PAN available in the Depository database;
V. In case of QIBs and NIBs, ensure that while Bidding through a Designated Intermediary, the ASBA Form is submitted
to a Designated Intermediary in a Bidding Centre and that the SCSB where the ASBA Account, as specified in the
ASBA Form, is maintained has named at least one branch at that location for the Designated Intermediary to deposit
ASBA Forms (a list of such branches is available on the website of SEBI at http://www.sebi.gov.in);
W. The ASBA Bidders shall use only their own bank account or only their own bank account linked UPI ID for the
purposes of making Application in the Offer, which is UPI 2.0 certified by NPCI;
X. Bidders (except UPI Bidders Bidding through the UPI Mechanism) should instruct their respective banks to release
the funds blocked in the ASBA account under the ASBA process;
Y. In case of UPI Bidders, once the Sponsor Bank(s) issues the Mandate Request, the UPI Bidders would be required to
proceed to authorise the blocking of funds by confirming or accepting the UPI Mandate Request to authorise the
blocking of funds equivalent to application amount and subsequent debit of funds in case of Allotment, in a timely
manner;
Z. UPI Bidders Bidding using the UPI Mechanism should mention valid UPI ID of only the Bidder (in case of single
account) and of the first Bidder (in case of joint account) in the Bid cum Application Form;
AA. Ensure that when applying in the Offer using the UPI Mechanism, the name of your SCSB appears in the list of SCSBs
displayed on the SEBI website which are live on UPI. Further, also ensure that the name of the app and the UPI handle
being used for making the application is also appearing in Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019;
BB. UPI Bidders who wish to revise their Bids using the UPI Mechanism, should submit the revised Bid with the
Designated Intermediaries, pursuant to which UPI Bidders 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;
CC. Anchor Investors should submit the Anchor Investor Application Forms to the BRLMs;
DD. 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;
EE. Bids received from FPIs bearing the same PAN shall not be treated as multiple Bids in the event such FPIs utilise the
MIM Structure and such Bids have been made with different beneficiary account numbers, Client IDs and DP IDs;
442FF. UPI Bidders Bidding through UPI Mechanism shall ensure that details of the Bid are reviewed and verified by opening
the attachment in the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her/its
UPI PIN. Upon the authorisation of the mandate using his/her UPI PIN, a 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 authorises the Sponsor Bank(s) to block the Bid Amount mentioned in the Bid cum
Application Form;
GG. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Bank(s) prior to 5:00 p.m. on the
Bid/ Offer Closing Date;
HH. Bids by Eligible NRIs, HUFs and any individuals, corporate bodies and family offices who are FPIs and registered
with SEBI for a Bid Amount of less than ₹200,000 would be considered under the Retail Portion for the purposes of
allocation and Bids for a Bid Amount exceeding ₹200,000 would be considered under the Non-Institutional Portion
for allocation in the Offer;
II. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or have
otherwise provided an authorisation to the SCSB or the Sponsor Bank(s), 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 Offer through the UPI Mechanism, ensure that you authorise the UPI Mandate Request raised by the Sponsor
Bank(s) for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment;
JJ. Ensure that the Demographic Details are updated, true and correct in all respects; and
KK. Ensure that your PAN is linked with your Aadhaar card, and that you are in compliance with notification dated
February 13, 2020 and press release dated June 25, 2021 and September 17, 2021, each issued by the Central Board
of Direct Taxes.
The Bid cum Application Form was liable to be rejected if the above instructions, as applicable, were not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which was 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:
A. Do not Bid for lower than the minimum Bid size;
B. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
C. Do not Bid/revise the Bid Amount to an amount calculated at less than the Floor Price or higher than the Cap Price;
D. Do not Bid for a Bid Amount exceeding ₹200,000 (for Bids by Retail Individual Bidders) and ₹500,000 for Bids by
Eligible Employees Bidding in the Employee Reservation Portion (net of Employee Discount);
E. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
F. Do not pay the Bid Amount in cheques, demand drafts, cash, money order, postal order or by stock invest;
G. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
H. Do not submit the Bid cum Application Forms to any non-SCSB bank or our Company;
I. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
J. Do not submit the Bid for an amount more than funds available in your ASBA account;
K. 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;
L. If you are a QIB, do not submit your Bid after 3 p.m. on the Bid/Offer Closing Date for QIBs;
M. Do not Bid for Equity Shares in excess of what is specified for each category;
N. In case of ASBA Bidders and UPI Bidders using UPI mechanism, do not submit more than one Bid cum Application
Form per ASBA Account or UPI ID, respectively;
443O. Do not make the Bid cum Application Form using third party bank account or using third party linked bank account
UPI ID;
P. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application
Forms in a color prescribed for another category of Bidder;
Q. 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;
R. 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);
S. Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for exceeds the Offer size
and/or investment limit or maximum number of the Equity Shares that can be held under the applicable laws or
regulations, or under the terms of this Prospectus;
T. 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. Retail Individual Bidders and Eligible Employees Bidding
in the Employee Reservation Portion (subject to the Bid Amount being up to ₹200,000), can revise or withdraw their
Bids on or before the Bid/Offer Closing Date;
U. Do not submit the General Index Register (“GIR”) number instead of the PAN;
V. Do not submit incorrect details of the DP ID, Client ID, the 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 Offer;
W. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA
Forms or to our Company;
X. Do not submit Bids to a Designated Intermediary at a location other than at the relevant Bidding Centres. If you are
RIB and are using UPI mechanism, do not submit the ASBA Form directly with SCSBs;
Y. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in
the relevant ASBA account;
Z. Anchor Investors should not Bid through the ASBA process;
AA. Do not Bid on a Bid cum Application Form that does not have the stamp of a Designated Intermediary;
BB. Do not Bid on another Bid cum Application Form and the Anchor Investor Application Form, as the case may be, after
you have submitted a Bid to any of the Designated Intermediaries;
CC. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case
of Bids submitted by UPI Bidders using the UPI Mechanism;
DD. UPI Bidders Bidding through the UPI Mechanism using the incorrect UPI handle or using a bank account of an SCSB
or a bank which is not mentioned in the list provided in the SEBI website is liable to be rejected;
EE. 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;
FF. Do not submit more than one Bid cum Application Form for each UPI ID in case of UPI Bidders Bidding using the
UPI Mechanism; and
GG. Do not Bid if you are an OCB.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Further, in case of any pre-Offer or post-Offer related issues investors shall reach out to the Company Secretary and Compliance
Officer. For details of the Company Secretary and Compliance Officer, see “General Information” on page 84.
For helpline details of the BRLMs pursuant to SEBI master circular SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June
23, 2025, see “General Information” on page 84.
Grounds for Technical Rejection
444In addition to the grounds for rejection of Bids on technical grounds as provided in the General Information Document, Bidders
are requested to note that Bids may be rejected on the following additional technical grounds:
1. Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
2. Bids which do not contain details of the Bid Amount and the bank account details in the ASBA Form;
3. Bids submitted on a plain paper;
4. Bids submitted by UPI Bidders using the UPI Mechanism through an SCSBs and/or using a mobile application or UPI
handle, not listed on the website of SEBI;
5. Bids under the UPI Mechanism submitted by 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));
6. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
7. Bids submitted without the signature of the First Bidder or sole Bidder;
8. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
9. ASBA Form by the RIBs by using third party bank accounts or using third party linked bank account UPI IDs;
10. 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;
11. GIR number furnished instead of PAN;
12. Bids by RIBs Bidding in the Retail Portion with Bid Amount of a value of more than ₹200,000;
13. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;
14. Bids accompanied by stock invest, money order, postal order or cash; and
15. Bids by QIBs uploaded after 4.00 pm on the QIB Bid/ Offer Closing Date and by Non-Institutional Bidders uploaded
after 4.00 p.m. on the Bid/ Offer Closing Date, and Bids by RIBs uploaded after 5.00 p.m. on the Bid/ Offer Closing
Date, unless extended by the Stock Exchanges.
Further, Bidders shall be entitled to compensation in the manner specified in the SEBI circular dated March 16, 2021 read with
SEBI circular dated June 21, 2023 and SEBI circulars dated June 2, 2021 and April 20, 2022 in case of delays in resolving
investor grievances in relation to blocking/unblocking of funds.
Further, in case of any pre-issue or post issue related issues, investors shall reach out the Company Secretary and Compliance
Officer. For details of the Company Secretary and Compliance Officer, see “General Information” beginning on page 84.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchange, along with the BRLMs 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 will not make any allotment in excess of the Equity Shares through the Red Herring Prospectus and this
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 one per cent of the Offer may be
made for the purpose of making allotment in minimum lots.
The allotment of Equity Shares to Bidders other than to the RIBs, NIBs 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.
445The allotment of Equity Shares to each Retail Individual Bidder shall not be less than the minimum Bid Lot, subject to the
availability of Equity Shares in Retail Portion, and the remaining available Equity Shares, if any, shall be allotted on a
proportionate basis.
The allotment of Equity Shares to each Non-Institutional Bidder shall not be less than the minimum application size, subject to
the availability of Equity Shares in Non-Institutional Portion, and the remaining shares, 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.
Payment into Escrow Account(s) for Anchor Investors
Our Company, in consultation with the BRLMs, in their absolute discretion, decided the list of Anchor Investors to whom the
CAN will be sent, pursuant to which the details of the Equity Shares allocated to them in their respective names will be notified
to such Anchor Investors. Anchor Investors were required to transfer the Bid Amount (through direct credit, RTGS, NACH or
NEFT) to the Escrow Account(s). For Anchor Investors, the payment instruments for payment into the Escrow Account(s)
should be drawn in favor of:
(a) In case of resident Anchor Investors: “M & B Engineering Limited - ANCHOR R A/C”; and
(b) In case of Non-Resident Anchor Investors: “M & B Engineering Limited - ANCHOR NR A/C”.
Anchor Investors were required to note that the escrow mechanism is not prescribed by the SEBI and has been established as
an arrangement between our Company, the Selling Shareholders and the Syndicate, the Escrow Collection Bank and the
Registrar to the Offer to facilitate collections of Bid amounts from Anchor Investors.
Pre-Offer Advertisement
Subject to Section 30 of the Companies Act, 2013, our Company, after filing the Red Herring Prospectus with the RoC,
published a pre-Offer advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions of Financial Express,
an English national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper, Ahmedabad editions of Jai Hind,
a Gujarati daily newspaper (Gujarati being the regional language of Gujarat, where our Registered Office is located), each with
wide circulation.
In the pre-Offer advertisement, we stated the Bid/Offer Opening Date and the Bid/Offer Closing Date. The advertisement,
subject to the provisions of Section 30 of the Companies Act, 2013, was in the format prescribed in Part A of Schedule X of
the SEBI ICDR Regulations.
Allotment advertisement
The Allotment Advertisement shall be uploaded on the websites of our Company, the BRLMs and the Registrar to the Offer,
before 9.00 p.m. IST, on the date of receipt of the final listing and trading approval from all the Stock Exchanges where the
Equity Shares are proposed to be listed, provided such final listing and trading approval from all the Stock Exchanges is received
prior to 9.00 p.m. IST on that day. In an event, if final listing and trading approval from all the Stock Exchanges is received
post 9.00 p.m. IST on the date of receipt of the final listing and trading approval from all the Stock Exchanges where the equity
shares of the Issuer are proposed to be listed, then the Allotment Advertisement shall be uploaded on the websites of our
Company, the BRLMs and the Registrar to the Offer, following the receipt of final listing and trading approval from all the
Stock Exchanges.
Our Company, the Book Running Lead Managers and the Registrar to the Offer shall publish an allotment advertisement before
commencement of trading of the Equity Shares on the Stock Exchanges, disclosing the date of commencement of trading of
the Equity Shares on the Stock Exchanges in all editions of Financial Express, an English national daily newspaper, all editions
of Jansata, a Hindi national daily newspaper and Ahmedabad editions of Jai Hind, a Gujarati daily newspaper (Gujarati being
the regional language of Gujarat, where our Registered Office is located), each with wide circulation.
Signing of the Underwriting Agreement and the RoC Filing
Our Company, the Selling Shareholders and the Underwriters entered into an Underwriting Agreement.
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:
446(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name,
shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, 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 one per cent of the turnover of the company, whichever is lower, and does not
involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend to
five years or with fine which may extend to ₹5 million or with both.
Undertakings by our Company
Our Company undertakes the following:
(i) adequate arrangements were made to collect all Bid cum Application Forms submitted by Bidders and Anchor Investor
Application Form from Anchor Investors;
(ii) the complaints received in respect of the Offer shall be attended to by our Company expeditiously and satisfactorily;
(iii) all steps for completion of the necessary formalities for listing and commencement of trading at all the Stock
Exchanges where the Equity Shares are proposed to be listed shall be taken within the time period of the Bid/Offer
Closing Date, as may be prescribed by the SEBI or under any applicable law;
(iv) if Allotment is not made within the prescribed time period under applicable law, the entire Bid amount received will
be refunded/unblocked within the time prescribed under applicable law, failing which interest will be due to be paid
to the Bidders at the rate prescribed under applicable law for the delayed period;
(v) the funds required for making refunds (to the extent applicable) to unsuccessful Bidders as per the mode(s) disclosed
have been made available to the Registrar to the Offer by our Company;
(vi) where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall
be sent to the Bidder within the time prescribed under applicable law, giving details of the bank where refunds shall
be credited along with amount and expected date of electronic credit of refund;
(vii) Except for Equity Shares allotted pursuant to the Offer, no further issue of the Equity Shares shall be made until the
Equity Shares issued through this 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;
(viii) Our Company shall not have any recourse to the proceeds of the Fresh Issue until final listing and trading approvals
have been received from the Stock Exchanges;
(ix) that if our Company does not proceed with the Offer after the Bid / Offer Closing Date but prior to Allotment, the
reason thereof shall be given as a public notice within two days of the Bid / Offer Closing Date. The public notice
shall be issued in the same newspapers where the pre-Offer advertisements were published. The Stock Exchanges on
which the Equity Shares are proposed to be listed shall also be informed promptly; and
(x) if our Company and the Selling Shareholders, in consultation with the BRLMs withdraws the Offer after the Bid/ Offer
Closing Date and thereafter determines that it will proceed with an issue of the Equity Shares, it shall be required to
file a fresh draft red herring prospectus with the SEBI.
Undertakings by the Selling Shareholders
The Selling Shareholders undertake the following:
(i) they are the legal and beneficial owners of the Equity Shares offered by them in the Offer for Sale;
447(ii) the Offered Shares are free and clear of any encumbrances and shall be transferred to the successful Bidders under
applicable law free and clear of any encumbrances;
(iii) the portion of the Offered Shares offered for sale by the Selling Shareholders are eligible for being offered in the Offer
for Sale in terms of the SEBI ICDR Regulations;
(iv) they shall provide such reasonable assistance and cooperation as may be reasonably required by our Company and the
Book Running Lead Managers in redressal of such investor grievances in relation to their respective Offered Shares
and statements specifically made or confirmed by them in this Prospectus in relation to themselves as a Selling
Shareholder;
(v) they shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or
otherwise to any person (whether related to themselves or not) for making a Bid in the Offer;
(vi) they shall provide such reasonable support and cooperation as required under applicable law or requested by our
Company and/or the Book Running Lead Managers in relation to their respective Offered Shares, (a) for the completion
of the necessary formalities for listing and commencement of trading at the Stock Exchanges, and/ or (b) refund orders
(if applicable); and
(vii) they shall not have any recourse to the proceeds of the Offer for Sale until final listing and trading approvals have been
received from the Stock Exchanges.
The statements and undertakings provided above are statements which are specifically confirmed or undertaken by the Selling
Shareholders in relation to themselves and their respective Offered Shares.
Utilization of Offer Proceeds
Our Company declares that:
(i) 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;
(ii) details of all monies utilised out of the Fresh Issue shall be disclosed, and continue to be disclosed until the time any
part of the Fresh Issue proceeds remains unutilised, under an appropriate head in the balance sheet of our Company
indicating the purpose for which such monies have been utilised; and
(iii) details of all unutilised monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate head in
the balance sheet indicating the form in which such unutilised monies have been invested.
448RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA.
While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in
different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Under
the Industrial Policy, unless specifically restricted, foreign investment is freely permitted in all sectors of the Indian economy
up to any extent and without any prior approvals, but the foreign investor is required to follow certain prescribed procedures
for making such investment. The RBI and the concerned ministries/departments are responsible for granting approval for
foreign investment.
The Government of India has from time to time made policy pronouncements on foreign direct investment (“FDI”) through
press notes and press releases. The Department for Promotion of Industry and Internal Trade, Ministry of Commerce and
Industry Government of India (earlier known as the Department of Industrial Policy and Promotion) (“DPIIT”) issued the FDI
Policy, which with effect from October 15, 2020 consolidated, subsumed superseded all previous press notes, press releases
and clarifications on FDI issued by the DPIIT that were in force and effect as of and prior to October 15, 2020. The FDI Policy
will be valid until the DPIIT issues an updated circular. Up to 100% foreign investment under the automatic route is currently
permitted for our Company. For further details, see “Key Regulations and Policies” on page 249.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of RBI, provided that:
(i) the activities of the investee company are under the automatic route under the FDI Policy and transfer does not attract the
provisions of the SEBI Takeover Regulations, (ii) the non-resident shareholding is within the sectoral limits under the FDI
Policy, and (iii) the pricing is in accordance with the guidelines prescribed by the SEBI/RBI. For details of the aggregate limit
for investments by NRIs and FPIs in our Company, see “Offer Procedure – Bids by Eligible NRIs” and “Offer Procedure – Bids
by FPIs” on page 435 and 436, respectively.
Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by the DPIIT and the Foreign Exchange
Management (Non-debt Instruments) Amendment Rules, 2020 which came into effect from April 22, 2020, any investment,
subscription, purchase or sale of equity instruments by entities of a country which shares land border with India or where the
beneficial owner of an investment into India is situated in or is a citizen of any such country (“Restricted Investors”), will
require prior approval of the Government, as prescribed in the FDI Policy and the FEMA Non-debt Instruments Rules. Further,
in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly or indirectly,
resulting in the beneficial ownership falling within the aforesaid restriction/ purview, such subsequent change in the beneficial
ownership will also require approval of the Government. Furthermore, on April 22, 2020, the Ministry of Finance, Government
of India has also made a similar amendment to the FEMA Non-debt Instruments Rules. Pursuant to the Foreign Exchange
Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020, a multilateral bank or fund, of which India is a member,
shall not be treated as an entity of a particular country nor shall any country be treated as the beneficial owner of the investments
of such bank or fund in India. Each Bidder should seek independent legal advice about its ability to participate in the Offer. In
the event such prior approval of the Government of India is required, and such approval has been obtained, the Bidder shall
intimate our Company and the Registrar to the Offer in writing about such approval along with a copy thereof within the
Bid/Offer Period.
As per the existing policy of the Government of India, OCBs cannot participate in the Offer. For further details, see “Offer
Procedure” on page 430.
The Equity Shares have not been and will not be registered under the U.S. Securities Act or any state securities laws in
the United States, and unless so registered, and may not be offered or sold within the United States, except pursuant to
an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and
applicable U.S. state securities laws. Accordingly, the Equity Shares are being offered and sold outside the United States
in “offshore transactions” as defined in and in reliance on Regulation S and the applicable laws of the jurisdictions
where such offers and sales are made.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. Our Company, the Selling Shareholders 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 the
Red Herring Prospectus and this Prospectus. Bidders are advised to make their independent investigations and ensure that the
number of Equity Shares Bid for do not exceed the applicable limits under laws or regulations.
449SECTION VIII – DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION
INTERPRETATION
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association of our
Company. Pursuant to Schedule I of Companies Act, 2013 and the SEBI ICDR Regulations, the main provisions of the Articles
of Association of our Company are detailed below. Except as disclosed below, there are no other material provisions of the
Articles of Association that are required to be disclosed, or the non-disclosure of which may have a bearing on the investment
decision of prospective investors in the Offer.
1. The regulations contained in the Table marked ‘F’ in Schedule I to the Companies Table ‘F’ not to apply
Act, 2013 shall not apply to the Company, except in so far as the same are
repeated, contained or expressly made applicable in these Articles or by the said
Act.
The regulations for the management of the Company and for the observance by Company to be governed by
the members thereto and their representatives, shall, subject to any exercise of these Articles
the statutory powers of the Company with reference to the deletion or alteration
of or addition to its regulations by resolution as prescribed or permitted by the
Companies Act, 2013, be such as are contained in these Articles.
Definitions and Interpretation
2. (1) In these Articles -
(a) “Act” means the Companies Act, 2013 (including the relevant rules framed “Act”
thereunder) or any statutory modification or re-enactment thereof for the
time being in force and the term shall be deemed to refer to the applicable
section thereof which is relatable to the relevant Article in which the said
term appears in these Articles and any previous company law, so far as may
be applicable.
(b) “Applicable Laws” means all applicable statutes, laws, ordinances, rules “Applicable Laws”
and regulations, judgments, notifications circulars, orders, decrees, bye-
laws, guidelines, or any decision, or determination, or any interpretation,
policy or administration, having the force of law, including but not limited
to, any authorization by any authority, in each case as in effect from time to
time
(c) “Articles” means these articles of association of the Company or as altered “Articles”
from time to time.
(d) “Board of Directors” or “Board”, means the collective body of the “Board of Directors” or
Directors of the Company nominated and appointed from time to time in “Board”
accordance with Articles 84 to 90, herein, as may be applicable.
(e) “Company” means M & B Engineering Limited “Company”
(f) “Lien” means any mortgage, pledge, charge, assignment, hypothecation, “Lien”
security interest, title retention, preferential right, option (including call
commitment), trust arrangement, any voting rights, right of set-off,
counterclaim or banker’s lien, privilege or priority of any kind having the
effect of security, any designation of loss payees or beneficiaries or any
similar arrangement under or with respect to any insurance policy;
(g) “Rules” means the applicable rules for the time being in force as prescribed “Rules”
under relevant sections of the Act.
(h) “Memorandum” means the memorandum of association of the Company “Memorandum”
or as altered from time to time.
(2) Words importing the singular number shall include the plural number and words “Number” and “Gender”
importing the masculine gender shall, where the context admits, include the
feminine and neuter gender.
450(3) Unless the context otherwise requires, words or expressions contained in these Expressions in the Articles
Articles shall bear the same meaning as in the Act or the Rules, as the case may to bear the same meaning as
be. in the Act
Articles to be contemporary in nature
3. The intention of these Articles is to be in consonance with the contemporary rules Articles to be contemporary
and regulations prevailing in India. If there is an amendment in any Act, rules and in nature
regulations allowing what were not previously allowed under the statute, the
Articles herein shall be deemed to have been amended to the extent that Articles
will not be capable of restricting what has been allowed by the Act by virtue of
an amendment subsequent to registration of the Articles.
Share capital and variation of rights
4. The authorized share capital of the Company shall be such amount and be divided Authorized share capital
into such shares as may from time to time, be provided in Clause V of
Memorandum of Association with power to reclassify, subdivide, consolidate
and increase and with power from time to time, to issue any shares of the original
capital or any new capital and upon the sub-division of shares to apportion the
right to participate in profits, in any manner as between the shares resulting from
sub-division.
5. Subject to the provisions of the Act and these Articles, the shares in the capital of Shares under control of
the Company shall be under the control of the Board who may issue, allot or Board
otherwise dispose of the same or any of them to such persons, in such proportion
and on such terms and conditions and either at a premium or at par (subject to the
compliance with the provision of section 53 of the Act) and at such time as they
may from time to time think fit provided that the option or right to call for shares
shall not be given to any person or persons without the sanction of the Company
in the general meeting.
6. Subject to the provisions of the Act, these Articles and with the sanction of the Board may allot shares
Company in the general meeting to give to any person or persons the option or otherwise than for cash
right to call for any shares either at par or premium during such time and for such
consideration as the Board think fit, the Board may issue, allot or otherwise
dispose shares in the capital of the Company on payment or part payment for any
property or assets of any kind whatsoever sold or transferred, goods or machinery
supplied or for services rendered to the Company in the conduct of its business
and any shares which may be so allotted may be issued as fully paid-up or partly
paid-up otherwise than for cash, and if so issued, shall be deemed to be fully paid-
up or partly paid-up shares, as the case may be, provided that the option or right
to call of shares shall not be given to any person or persons without the sanction
of the Company in the general meeting.
7. The Company may issue the following kinds of shares in accordance with these Kinds of share capital
Articles, the Act, the Rules and other Applicable Laws:
(a) Equity Share capital:
(i) with voting rights; and / or
(ii) with differential rights as to dividend, voting or otherwise in accordance
with the Rules; and
(b) Preference share capital
8. (1) Unless the shares have been issued in dematerialized form, every person whose Issue of certificate
name is entered as a member in the register of members shall be entitled to receive
within two months after allotment or within one month from the date of receipt
by the Company of the application for the registration of transfer or transmission,
sub-division, consolidation or renewal of shares or within such other period as
the conditions of issue shall provide –
451(a) one or more certificates in marketable lots for all his shares of each class
or denomination registered in his name without payment of any charges;
or
(b) several certificates, each for one or more of his shares, upon payment of
Rupees Twenty for each certificate or such charges as may be fixed by
the Board for each certificate after the first.
(2) In respect of any share or shares held jointly by several persons, the Company Issue of share certificate in
shall not be bound to issue more than one certificate, and delivery of a certificate case of joint holding
for a share to the person first named on the register of members shall be sufficient
delivery to all such holders.
(3) Every certificate shall specify the shares to which it relates, distinctive numbers Option to receive share
of shares in respect of which it is issued and the amount paid-up thereon and shall certificate or hold shares
be in such form as the Board may prescribe and approve. with depository
9. A person subscribing to shares offered by the Company shall have the option Option to receive share
either to receive certificates for such shares or hold the shares in a dematerialized certificate or hold shares
state with a depository, in which event the rights and obligations of the parties with depository
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 thereto or re-enactment thereof. Where a
person opts to hold any share with the depository, the Company shall intimate
such depository the details of allotment of the share to enable the depository to
enter in its records the name of such person as the beneficial owner of that share.
The Company shall also maintain a register and index of beneficial owners in
accordance with all applicable provisions of the Companies Act, 2013 and the
Depositories Act, 1996 with details of shares held in dematerialized form in any
medium as may be permitted by law including in any form of electronic medium.
10. If any certificate be worn out, defaced, mutilated or torn or if there be no further Issue of new certificate in
space on the back for endorsement of transfer, then upon production and place of one defaced, lost or
surrender thereof to the Company, a new certificate may be issued in lieu thereof, destroyed
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 Board
deems adequate, a new certificate in lieu thereof shall be given. Every certificate
under this Article shall be issued on payment of fees not less than Rupees twenty
and not more than Rupees fifty for each certificate as may be fixed by the Board.
Provided that no fee shall be charged for issue of new certificates in replacement
of those which are old, defaced or worn out or where there is no further space on
the back thereof for endorsement of transfer.
Provided that notwithstanding what is stated above, the Board shall comply with
such rules or regulations or requirements of any stock exchange or the rules made
under the Act or rules made under the Securities Contracts (Regulation) Act,1956
or any other act, or rules applicable thereof in this behalf.
11. Except as required by Applicable Laws, no person shall be recognized by the
Company as holding any share upon any trust, and the Company shall not be
bound by, or be compelled in any way to recognize (even when having notice
thereof) any equitable, contingent, future or partial interest in any share, or any
interest in any fractional part of a share, or (except only as by these Articles or
by Applicable Laws) any other rights in respect of any share except an absolute
right to the entirety thereof in the registered holder.
12. Subject to the applicable provisions of the Act and other Applicable Laws, any Terms of issue of
debentures, debenture-stock or other securities may be issued at a premium or debentures
otherwise and may be issued on condition that they shall be convertible into
shares of any denomination, and with any privileges and conditions as to
redemption, surrender, drawing, allotment of shares and attending (but not
452voting) at a general meeting, appointment of nominee directors, etc. Debentures
with the right to conversion into or allotment of shares shall be issued only with
the consent of the Company in a general meeting by special resolution.
13. The provisions of the foregoing Articles relating to issue of certificates shall Provisions as to issue of
mutatis mutandis apply to issue of certificates for any other securities including certificates to apply mutatis
debentures (except where the Act otherwise requires) of the Company. mutandis to debentures, etc.
14. (1) The Company may exercise the powers of paying commissions conferred by the Power to pay commission in
Act, to any person in connection with the subscription to its securities, provided connection with securities
that the rate per cent or the amount of the commission paid or agreed to be paid issued
shall be disclosed in the manner required by the Act and the Rules.
(2) The rate or amount of the commission shall not exceed the rate or amount Rate of commission in
prescribed in the Rules. accordance with Rules
(3) The commission may be satisfied by the payment of cash or the allotment of fully Mode of payment of
or partly paid shares or partly in the one way and partly in the other. commission
15. (1) If at any time the share capital is divided into different classes of shares, the rights Variation of members’
attached to any class (unless otherwise provided by the terms of issue of the rights
shares of that class) may, subject to the provisions of the Act, and whether or not
the Company is being wound up, be varied with the consent in writing, of such
number of the holders of the issued shares of that class, or with the sanction of a
resolution passed at a separate meeting of the holders of the shares of that class,
as prescribed by the Act.
(2) To every such separate meeting, the provisions of these Articles relating to Provisions as to general
general meetings shall mutatis mutandis apply. meetings to apply mutatis
mutandis to each Meeting
16. The rights conferred upon the holders of the shares of any class issued with Issue of further shares not to
preferred or other rights shall not, unless otherwise expressly provided by the affect rights of existing
terms of issue of the shares of that class, be deemed to be varied by the creation members
or issue of further shares ranking pari passu therewith.
17. Subject to section 55 and other provisions of the Act, the Board shall have the Power to issue redeemable
power to issue or re-issue preference shares of one or more classes which are preference shares
liable to be redeemed, or converted to equity shares, on such terms and conditions
and in such manner as determined by the Board in accordance with the Act.
18. (1) Where at any time, the Company proposes to increase its subscribed capital by Further issue of share
issue of further shares, either out of the unissued capital or the increased share capital
capital, such shares shall be offered:
(a) to persons who, at the date of offer, are holders of Equity Shares of the
Company, in proportion as near as circumstances admit, to the share capital
paid up on those shares by sending a letter of offer on the following
conditions:
i. the aforesaid offer shall be made by a notice specifying the number of
shares offered and limiting a time prescribed under the Act from the date
of the offer within which the offer, if not accepted, will be deemed to
have been declined;
ii. the aforementioned offer shall be deemed to include a right exercisable
by the person concerned to renounce the shares offered to him or any of
them in favour of any other person and the notice mentioned in sub-
Article (i), above shall contain a statement of this right; and
iii. after the expiry of the time specified in the aforesaid notice or on receipt
of earlier intimation from the person to whom such notice is given that
he declines to accept the shares offered, the Board of Directors may
453dispose of them in such manner which is not disadvantageous to the
shareholders and the Company; or
(b) to employees under any scheme of employees’ stock option, subject to a
special resolution passed by the Company and subject to the conditions as
specified under the Act and Rules thereunder; or
(c) to any persons, if it is authorized by a special resolution passed by the
Company in a General Meeting, whether or not those persons include the
persons referred to in clause (a) or clause (b) above, either for cash or for
consideration other than cash, subject to applicable provisions of the Act and
Rules thereunder.
The notice referred to in sub-clause (i) of sub-Article (a) shall be dispatched
through registered post or speed post or through electronic mode to all the
existing Members at least 3 (three) days before the opening of the issue.
The provisions contained in this Article shall be subject to the provisions of the
section 42 and section 62 of the Act, the rules thereunder and other applicable
provisions of the Act.
(2) Nothing in this Article shall apply to the increase of the subscribed capital of the
Company caused by the exercise of an option as a term attached to the debentures
issued or loans raised by the Company to convert such debenture or loans into
shares in the Company.
Provided that the terms of issue of such debentures or loan containing such an
option have been approved before the issue of such debenture or the raising of
loan by a special resolution passed by the Company in general meeting.
(3) A further issue of shares may be made in any manner whatsoever as the Board Mode of further issue of
may determine including by way of preferential offer or private placement, shares
subject to and in accordance with the Act and the Rules.
(4) Subject to the applicable provisions of the Companies Act, 2013, the Company Equity Warrants at disposal
shall have the power to issue, offer and allot Equity Warrants on such terms and
conditions as may be deemed fit by the Board of Directors.
Lien
19. (1) The fully paid shares will be free from all Lien, however, Company shall have a Company’s lien on shares
first and paramount Lien –
(a) on every share (not being a fully paid share) and upon the proceeds of sale
thereof for all monies (whether presently payable or not) called, or payable
at a fixed time, in respect of that share; and
(b) on all shares (not being fully paid shares) standing registered in the name of
a member, for all monies presently payable by him or his estate to the
Company:
Provided that the Board may at any time declare any share to be wholly or in part
exempt from the provisions of this Article.
Provided further that Company’s lien, if any, on such partly paid shares, shall be
restricted to money called or payable at a fixed price in respect of such shares.
(2) The Company’s Lien, if any, on a share shall extend to all dividends or interest, Lien to extend to dividends,
as the case may be, payable and bonuses declared from time to time in respect of etc.
such shares for any money owing to the Company.
(3) Unless otherwise agreed by the Board, the registration of a transfer of shares shall Waiver of Lien in case of
operate as a waiver of the Company’s Lien. registration
45420. The Company may sell, in such manner as the Board thinks fit, any shares on As to enforcing Lien by sale
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 to the person entitled thereto by reason of his death
or insolvency or otherwise.
21. (1) To give effect to any such sale, the Board may authorize some person to transfer Validity of sale
the shares sold to the purchaser thereof.
(2) The purchaser shall be registered as the holder of the shares comprised in any Purchaser to be registered
such transfer. holder
(3) The receipt of the Company for the consideration (if any) given for the share on Validity of Company’s
the sale thereof shall (subject, if necessary, to execution of an instrument of receipt
transfer or a transfer by relevant system, as the case may be) constitute a good
title to the share and the purchaser shall be registered as the holder of the share.
(4) The purchaser shall not be bound to see to the application of the purchase money, Purchaser not affected
nor shall his title to the shares be affected by any irregularity or invalidity in the
proceedings with reference to the sale
22. (1) The proceeds of the sale shall be received by the Company and applied in payment Application of proceeds of
of such part of the amount in respect of which the Lien exists as is presently sale
payable.
(2) The residue, if any, shall, subject to a like Lien for sums not presently payable as Payment of residual money
existed upon the shares before the sale, be paid to the person entitled to the shares
at the date of the sale.
23. The provisions of these Articles relating to Lien shall mutatis mutandis apply to Provisions as to Lien to
any other securities including debentures of the Company. apply mutatis mutandis to
debentures, etc.
Calls on shares
24. (1) The Board may, from time to time, make calls upon the members in respect of Board may make Calls
any monies unpaid on their shares (whether on account of the nominal value of
the shares or by way of premium) and not by the conditions of allotment thereof
made payable at fixed times.
Provided that no call shall exceed one-fourth of the nominal value of the share or
be payable at less than one month from the date fixed for the payment of the
preceding call
(2) Each member shall, subject to receiving at least fourteen days’ notice specifying Notice of call
the time or times and place of payment, pay to the Company, at the time or times
and place so specified, the amount called on his shares.
(3) A call may be revoked or postponed at the discretion of the Board. Revocation or
postponement of call
25. A call shall be deemed to have been made at the time when the resolution of the Call to take effect from date
Board authorizing the call was passed and may be required to be paid by of resolution
instalments.
45526. The joint holders of a share shall be jointly and severally liable to pay all calls in Liability of joint holders of
respect thereof. shares
27. (1) If a sum called in respect of a share is not paid before or on the day appointed for When interest on call or
payment thereof (the “due date”), the person from whom the sum is due shall pay instalment payable
interest thereon from the due date to the time of actual payment at such rate as
may be fixed by the Board.
(2) The Board shall be at liberty to waive payment of any such interest wholly or in Board may waive interest
part.
28. (1) Any sum which by the terms of issue of a share becomes payable on allotment or Sums deemed to be calls
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.
(2) In case of non-payment of such sum, all the relevant provisions of these Articles Effect of nonpayment of
as to payment of interest and expenses, forfeiture or otherwise shall apply as if sums
such sum had become payable by virtue of a call duly made and notified.
29. The Board : Payment in anticipation of
calls may carry interest
(a) may, if it thinks fit, subject to the provisions of the Act, receive from any
member willing to advance the same, all or any part of the monies uncalled
and unpaid upon any shares held by him; and
(b) upon all or any of the monies so advanced, may (until the same would, but
for such advance, become presently payable) pay interest at such rate as may
be fixed by the Board. Nothing contained in this clause shall confer on the
member (a) any right to participate in profits or dividends subsequently
declared or (b) any voting rights in respect of the moneys so paid by him until
the same would, but for such payment, become presently payable by him.
The Directors may at any time repay the amount so advanced.
30. If by the conditions of allotment of any shares, the whole or part of the amount of Installments on shares to be
issue price thereof shall be payable by installments, then every such installment duly paid
shall, when due, be paid to the Company by the person who, for the time being
and from time to time, is or shall be the registered holder of the share or the legal
representative of a deceased registered holder.
31. All calls shall be made on a uniform basis on all shares falling under the same Calls on shares of same
class. class to be on uniform basis
Explanation: Shares of the same nominal value on which different amounts have
been paid-up shall not be deemed to fall under the same class.
32. The provisions of these Articles relating to calls shall mutatis mutandis apply to Provisions as to calls to
any other securities including debentures of the Company. apply mutatis mutandis to
debentures, etc.
Transfer of shares
33. (1) A common form of transfer shall be used and the instrument of transfer of any Instrument of transfer to be
share in the Company shall be in writing which shall be duly executed by or on executed by transferor and
behalf of both the transferor and transferee and all provisions of section 56 of the transferee
Act and statutory modification thereof for the time being shall be duly complied
with in respect of all transfer of shares and registration thereof.
(2) 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.
45634. The Board may, subject to the right of appeal conferred by the section 58 of the Board may refuse to
Act and other applicable provisions of the Act or any other law for the time being register transfer
in force, decline to register the transfer or the transmission by operation of law of
the right to–
(a) any share, not being a fully paid share, to a person of whom they do not
approve; or
(b) any shares on which the Company has a Lien.
The registration of a transfer shall not be refused on the ground of the transferor
being either alone or jointly with any other person or persons indebted to the
Company on any account whatsoever.
The Company shall within thirty days 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.
35. The Board may decline to recognize any instrument of transfer unless- Board may decline to
recognize instrument of
(a) the instrument of transfer is duly executed and is in the form as prescribed in transfer
the 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 only one class of shares.
The registration of a transfer shall not be refused on the ground of the transferor
being either alone or jointly with any other person or persons indebted to the
Company on any account whatsoever.
36. On giving of previous notice of at least seven days or such lesser period in Transfer of shares when
accordance with the Act and Rules made thereunder, the registration of transfers suspended
may be suspended at such times and for such periods as the Board may from time
to time determine:
Provided that such registration shall not be suspended for more than thirty days at
any one time or for more than forty five days in the aggregate in any year.
37. Subject to the provisions of sections 58 and 59 of the Act, these Articles and other Notice of refusal to register
applicable provisions of the Act or any other Applicable Laws for the time being transfer
in force, the Board may refuse whether in pursuance of any power of the Company
under these Articles or any other Applicable Laws to register the transfer of, or
the transmission by operation of Applicable Laws of the right to, any shares or
interest of a member in or debentures of the Company. The Company shall within
one (1) month from the date on which the instrument of transfer, or the intimation
of such transmission, as the case may be, was delivered to Company, or such other
period as may be prescribed, send notice of the refusal to the transferee and the
transferor or to the person giving intimation of such transmission, as the case may
be, giving reasons for such refusal. Provided that, subject to provisions of Article
32, the registration of a transfer shall not be refused on the ground of the transferor
being either alone or jointly with any other person or persons indebted to the
Company on any account whatsoever. Transfer of shares/debentures in whatever
lot shall not be refused.
38. The provisions of these Articles relating to transfer of shares shall mutatis Provisions as to transfer of
mutandis apply to any other securities including debentures of the Company. shares to apply mutatis
mutandis to debentures, etc.
457Transmission of shares
39. (1) On the death of a member, the survivor or survivors where the member was a joint Title to shares on death of a
holder, and his nominee or nominees or legal representatives where he was a sole member
holder, shall be the only persons recognized by the Company as having any title
to his interest in the shares.
(2) Nothing in clause (1) shall release the estate of a deceased joint holder from any Estate of deceased member
liability in respect of any share which had been jointly held by him with other liable
persons.
40. (1) Any person becoming entitled to a share in consequence of the death or Transmission Clause
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.
(2) The Board shall, in either case, have the same right to decline or suspend Board’s right unaffected
registration as it would have had, if the deceased or insolvent member had
transferred the share before his death or insolvency.
41. (1) If the person so becoming entitled shall elect to be registered as holder of the Right to election of holder
share himself, he shall deliver or send to the Company a notice in writing signed of share
by him stating that he so elects.
(2) If the person aforesaid shall elect to transfer the share, he shall testify his election Manner of testifying
by executing a transfer of the share. election
(3) All the limitations, restrictions and provisions of these regulations relating to the Limitations applicable to
right to transfer and the registration of transfers of shares shall be applicable to notice
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.
42. A person becoming entitled to a share by reason of the death or insolvency of the Claimant to be entitled to
holder shall be entitled to the same dividends and other advantages to which he same advantage
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.
43. The provisions of these Articles relating to transmission by operation of law shall Provisions as to
mutatis mutandis apply to any other securities including debentures of the transmission to apply
Company mutatis mutandis to
debentures, etc.
44. No fee shall be charged for registration of transfer, transmission, probate, No fee for transfer or
succession certificate and letters of administration, certificate of death or transmission
marriage, power of attorney or similar other document
Forfeiture of shares
45. If a member fails to pay any call, or instalment of a call or any money due in If call or instalment not paid
respect of any share, on the day appointed for payment thereof, the Board may, at notice must be given
any time thereafter during such time as any part of the call or instalment remains
458unpaid or a judgement or decree in respect thereof remains unsatisfied in whole
or in part, serve a notice on him requiring payment of so much of the call or
instalment or other money as is unpaid, together with any interest which may have
accrued and all expenses that may have been incurred by the Company by reason
of non-payment.
46. The notice aforesaid shall: Form of Notice
(a) name a further day (not being earlier than the expiry of fourteen days from
the date of service of the notice) on or before which the payment required by
the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the
shares in respect of which the call was made shall be liable to be forfeited.
47. If the requirements of any such notice as aforesaid are not complied with, any In default of payment of
share in respect of which the notice has been given may, at any time thereafter, shares to be forfeited
before the payment required by the notice has been made, be forfeited by a
resolution of the Board to that effect.
48. When any share shall have been so forfeited, notice of the forfeiture shall be given Entry of forfeiture in
to the defaulting member and an entry of the forfeiture with the date thereof, shall register of members
forthwith be made in the register of members.
49. The forfeiture of a share shall involve extinction at the time of forfeiture, of all Effect of forfeiture
interest in and all claims and demands against the Company, in respect of the
share and all other rights incidental to the share.
50. (1) A forfeited share shall be deemed to be the property of the Company and may be Forfeited shares may be
sold or re-allotted or otherwise disposed of either to the person who was before sold, etc.
such forfeiture the holder thereof or entitled thereto or to any other person on such
terms and in such manner as the Board thinks fit.
(2) At any time before a sale, re-allotment or disposal as aforesaid, the Board may Cancellation of forfeiture
cancel the forfeiture on such terms as it thinks fit.
51. (1) A person whose shares have been forfeited shall cease to be a member in respect Members still liable to pay
of the forfeited shares, but shall, notwithstanding the forfeiture, remain liable to money owing at the time of
pay, and shall pay, to the Company all monies which, at the date of forfeiture, forfeiture
were presently payable by him to the Company in respect of the shares.
(2) The liability of such person shall cease if and when the Company shall have Cesser of liability
received payment in full of all such monies in respect of the shares.
52. (1) A duly verified declaration in writing that the declarant is a director, the manager Certificate of forfeiture
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;
(2) The Company may receive the consideration, if any, given for the share on any Title of purchaser and
sale, re-allotment or disposal thereof and may execute a transfer of the share in transferee of forfeited
favour of the person to whom the share is sold or disposed of; shares
(3) The transferee shall thereupon be registered as the holder of the share; and Transferee to be registered
as holder
(4) The transferee shall not be bound to see to the application of the purchase money, Transferee not affected
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, re-allotment or disposal of
the share.
53. Upon any sale after forfeiture or for enforcing a Lien in exercise of the powers Validity of sales
hereinabove given, the Board may, if necessary, appoint some person to execute
an instrument for transfer of the shares sold and cause the purchaser’s name to be
459entered in the register of members in respect of the shares sold and after his name
has been entered in the register of members in respect of such shares the validity
of the sale shall not be impeached by any person.
54. Upon any sale, re-allotment or other disposal under the provisions of the Cancellation of share
preceding Articles, the certificate(s), if any, originally issued in respect of the certificate in respect of
relative shares shall (unless the same shall on demand by the Company has been forfeited shares
previously surrendered to it by the defaulting member) stand cancelled and
become null and void and be of no effect, and the Board shall be entitled to issue
a duplicate certificate(s) in respect of the said shares to the person(s) entitled
thereto.
55. The Board may, subject to the provisions of the Act, accept a surrender of any Surrender of share
share from or by any member desirous of surrendering them on such terms as they certificates
think fit.
56. The provisions of these Articles as to forfeiture shall apply in the case of non- Sums deemed to be calls
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.
57. The provisions of these Articles relating to forfeiture of shares shall mutatis Provisions as to forfeiture
mutandis apply to any other securities including debentures of the Company. of shares to apply mutatis
mutandis to debentures, etc.
Borrowing Powers
58. Subject to the provisions of the Act and these Articles, the Board may from time Power of the Board to
to time, at its own discretion, borrow monies by passing a resolution at meetings borrow monies
of the Board; provided however, that if the monies to be borrowed, together with
the money already borrowed by the Company exceeds the aggregate of the paid-
up share capital and free reserves and securities premium of the Company, then
such borrowing must be approved by way a special resolution in accordance with
the provisions of the Act.
Alteration of capital
59. Subject to the provisions of the Act, the Company may, by ordinary resolution - Power to alter share capital
(a) increase the share capital by such sum, to be divided into shares of such
amount as it thinks expedient;
(b) consolidate and divide all or any of its share capital into shares of larger
amount than its existing shares:
Provided that any consolidation and division which results in changes in the
voting percentage of members shall require applicable approvals under the
Act;
(c) convert all or any of its fully paid-up shares into stock, and reconvert that
stock into fully paid-up shares of any denomination;
(d) sub-divide its existing shares or any of them into shares of smaller amount
than is fixed by the Memorandum;
(e) cancel any shares which, at the date of the passing of the resolution, have not
been taken or agreed to be taken by any person.
60. Where shares are converted into stock: Right of stockholders
(a) the holders of stock may transfer the same or any part thereof in the same
manner as, and subject to the same Articles under which, the shares from
460which the stock arose might before the conversion have been transferred, or
as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of
stock transferable, so, however, that such minimum shall not exceed the
nominal amount of the shares from which the stock arose;
(b) the holders of stock shall, according to the amount of stock held by them,
have the same rights, privileges and advantages as regards dividends, voting
at meetings of the Company, and other matters, as if they held the shares from
which the stock arose; but no such privilege or advantage (except
participation in the dividends and profits of the Company and in the assets on
winding up) shall be conferred by an amount of stock which would not, if
existing in shares, have conferred that privilege or advantage;
(c) such of these Articles of the Company as are applicable to paid-up shares
shall apply to stock and the words “share” and “shareholder”/ “member”
shall include “stock” and “stock-holder” respectively.
61. The Company may, by resolution as prescribed by the Act, reduce in any manner Reduction of capital
and in accordance with the provisions of the Act and the Rules, -
(a) its share capital; and/or
(b) any capital redemption reserve account; and/or
(c) any securities premium account; and/or
(d) any other reserve in the nature of share capital.
62. Where two or more persons are registered as joint holders (not more than three) Joint holders
of any share, they shall be deemed (so far as the Company is concerned) to hold
the same as joint tenants with benefits of survivorship, subject to the following
and other provisions contained in these Articles:
(a) The joint-holders of any share shall be liable severally as well as jointly for Liability of Joint holders
and in respect of all calls or instalments and other payments which ought to
be made in respect of such share.
(b) On the death of any one or more of such joint-holders, the survivor or Death of one or more joint-
survivors shall be the only person or persons recognized by the Company as holders
having any title to the share but the Board may require such evidence of death
as they may deem fit, and nothing herein contained shall be taken to release
the estate of a deceased joint-holder from any liability on shares held by him
jointly with any other person.
(c) Any one of such joint holders may give effectual receipts of any dividends, Receipt of one Sufficient
interests or other moneys payable in respect of such share.
(d) Only the person whose name stands first in the register of members as one of Delivery of certificate and
the joint-holders of any share shall be entitled to the delivery of certificate, if giving of notice to first
any, relating to such share or to receive notice (which term shall be deemed named holder
to include all relevant documents) and any notice served on or sent to such
person shall be deemed service on all the joint-holders.
(e) (i) Any one of two or more joint-holders may vote at any meeting either Vote of joint holders
personally or by attorney or by proxy in respect of such shares as if he were
solely entitled thereto and if more than one of such joint holders be present
at any meeting personally or by proxy or by attorney then that one of such
persons so present whose name stands first or higher (as the case may be) on
the register in respect of such shares shall alone be entitled to vote in respect
thereof.
461(ii) Several executors or administrators of a deceased member in whose Executors or administrators
(deceased member) sole name any share stands, shall for the purpose of this as joint holders
clause be deemed joint-holders.
(f) The provisions of these Articles relating to joint holders of shares shall Provisions as to joint
mutatis mutandis apply to any other securities including debentures of the holders as to shares to apply
Company registered in joint names. mutatis mutandis to
debentures, etc.
Capitalization of profits
63. (1) The Company by ordinary resolution in general meeting may, upon the Capitalization
recommendation of the Board, resolve –
(a) That it is desirable to capitalize any part of the amount for the time being
standing to the credit of any of the Company’s reserve accounts, or to the
credit of the profit and loss account, or otherwise available for distribution;
and
(b) That such sum be accordingly set free for distribution in the manner specified
in clause(2) below amongst the members who would have been entitled
thereto, if distributed by way of dividend and in the same proportions.
(2) The sum aforesaid shall not be paid in cash but shall be applied, subject to the Sum how applied
provision contained in clause (3) below, either in or towards:
(a) Paying up any amounts for the time being unpaid on any shares held by such
members respectively;
(b) Paying up in full, unissued shares or other securities of the Company to be
allotted and distributed, credited as fully paid-up, to and amongst such
members in the proportions aforesaid;
(c) Partly in the way specified in sub-clause (a) and partly in that specified in
sub-clause (b).
(3) A securities premium account and a capital redemption reserve account or any
other permissible reserve account may, for the purposes of this Article, be applied
in the paying up of unissued shares to be issued to members of the Company as
fully paid bonus shares;
(4) The Board shall give effect to the resolution passed by the Company in pursuance
of these Article.
64. (1) Whenever such a resolution as aforesaid shall have been passed the Board shall – Powers of the Board for
capitalization
(a) Make all appropriations and applications of the amounts resolved to be
capitalized thereby, and all allotments and issues of fully paid shares or other
securities, if any; and
(b) Generally do all acts and things required to give effect thereto.
(2) The Board shall have power - Board’s power to issue
fractional certificate/
(a) To make such provisions, by the issue of fractional certificates/ coupons or coupon etc.
by payment in cash or otherwise as it thinks fit, for the case of shares or other
securities becoming distributable in fractions; and
(b) To authorize any person to enter, on behalf of all the members entitled
thereto, into an agreement with the Company providing for the allotment to
them respectively, credited as fully paid-up, of any further shares or other
securities to which they may be entitled upon such capitalization, or as the
case may require, for the payment by the Company on their behalf, by the
application thereto of their respective proportions of profits resolved to be
462capitalized, of the amount or any part of the amounts remaining unpaid on
their existing shares.
(3) Any agreement made under such authority shall be effective and binding on such Agreement binding on
members. members
Buy-back of shares
65. Notwithstanding anything contained in these Articles but subject to all applicable Buy-back of shares
provisions of the Act or any other Applicable Laws for the time being in force,
the Company may purchase its own shares or other specified securities.
General meetings
66. All general meetings other than annual general meeting shall be called Extraordinary general
extraordinary general meeting. meeting
67. The Board may, whenever it thinks fit, call an extraordinary general meeting. Powers of Board to call
extraordinary general
meeting
Proceedings at general meetings
68. No business shall be transacted at any general meeting unless a quorum of Presence of Quorum
members is present at the time when the meeting proceeds to business.
69. No business shall be discussed or transacted at any general meeting except Business confined to
election of Chairperson whilst the chair is vacant. election of Chairperson
whilst chair vacant
70. The quorum for a general meeting shall be as provided in the Act. Quorum for general
meeting
71. If at any meeting no director is willing to act as Chairperson or if no director is Members to elect a
present within fifteen minutes after the time appointed for holding the meeting, Chairperson
the members present shall, by poll or electronically, choose one of their members
to be Chairperson of the meeting.
72. On any business at any general meeting, in case of an equality of votes, whether Casting vote of Chairperson
on a show of hands or electronically or on a poll, the Chairperson shall have a at general meeting
second or casting vote.
73. (1) The Company shall cause minutes of the proceedings of every general meeting of Minutes of proceedings of
any class of members or creditors and every resolution passed by postal ballot to meetings and resolutions
be prepared and signed in such manner as may be prescribed by the Rules and passed by postal ballot
kept by making within thirty days of the conclusion of every such meeting
concerned or passing of resolution by postal ballot entries thereof in books kept
for that purpose with their pages consecutively numbered.
(2) There shall not be included in the minutes any matter which, in the opinion of the Certain matters not to be
Chairperson of the meeting – included in Minutes
(a) is, or could reasonably be regarded, as defamatory of any person; or
(b) is irrelevant or immaterial to the proceedings; or
(c) is detrimental to the interests of the Company.
(3) The Chairperson shall exercise an absolute discretion in regard to the inclusion or Discretion of Chairperson
non-inclusion of any matter in the minutes on the grounds specified in the in relation to Minutes
aforesaid clause.
463(4) The minutes of the meeting kept in accordance with the provisions of the Act shall Minutes to be Evidence
be evidence of the proceedings recorded therein.
74. (1) The books containing the minutes of the proceedings of any general meeting of Inspection of minute books
the Company or a resolution passed by postal ballot shall: of general meeting
a. be kept at the registered office of the Company; and
b. be open to inspection of any member without charge, during business hours
on all working days.
(2) Any member shall be entitled to be furnished, within the time prescribed by the Members may obtain copy
Act, after he has made a request in writing in that behalf to the Company and on of minutes
payment of such fees as may be fixed by the Board, with a copy of any minutes
referred to in clause (1) above.
Adjournment of meeting
75. (1) The Chairperson may, suo motu, adjourn the meeting from time to time and from Chairperson may adjourn
place to place. the meeting
(2) No business shall be transacted at any adjourned meeting other than the business Business at adjourned
left unfinished at the meeting from which the adjournment took place. meeting
(3) When a meeting is adjourned for thirty days or more, notice of the adjourned Notice of adjourned
meeting shall be given as in the case of an original meeting. meeting
(4) Save as aforesaid, and save as provided in the Act, it shall not be necessary to Notice of adjourned
give any notice of an adjournment or of the business to be transacted at an meeting not required
adjourned meeting.
Voting rights
76. Subject to any rights or restrictions for the time being attached to any class or Entitlement to vote on show
classes of shares - of hands and on poll
(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in
the paid-up Equity Share capital of the company.
77. A member may exercise his vote at a meeting by electronic means in accordance Voting through electronic
with the Act and shall vote only once. means
78. (1) In the case of joint holders, the vote of the senior who tenders a vote, whether in Vote of joint holders
person or by proxy, shall be accepted to the exclusion of the votes of the other
joint holders.
(2) For this purpose, seniority shall be determined by the order in which the names Seniority of names
stand in the register of members.
79. A member of unsound mind, or in respect of whom an order has been made by How members non compos
any court having jurisdiction in lunacy, may vote, whether on a show of hands or mentis and minor may vote
on a poll, by his committee or other legal guardian, and any such committee or
guardian may, on a poll, vote by proxy. If any member be a minor, the vote in
respect of his share or shares shall be by his guardian or any one of his guardians.
80. Any business other than that upon which a poll has been demanded may be Business may proceed
proceeded with, pending the taking of the poll. pending poll
81. No member shall be entitled to vote at any general meeting unless all calls or other Restriction on voting rights
sums presently payable by him in respect of shares in the Company have been
paid or in regard to which the Company has exercised any right of Lien.
46482. A member is not prohibited from exercising his voting on the ground that he has Restriction on exercise of
not held his share or other interest in the Company for any specified period voting rights in other cases
preceding the date on which the vote is taken, or on any other ground not being a to be void
ground set out in the preceding Article.
83. Any member whose name is entered in the register of members of the Company Equal rights of members
shall enjoy the same rights and be subject to the same liabilities as all other
members of the same class.
Proxy
84. (1) Any member entitled to attend and vote at a general meeting may do so either Member may vote in person
personally or through his constituted attorney or through another person as a or otherwise
proxy on his behalf, for that meeting.
(2) The instrument appointing a proxy and the power-of attorney or other authority, Proxies when to be
if any, under which it is signed or a notarized copy of that power or authority, deposited
shall be deposited at the registered office of the Company not less than 48 hours
before the time for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote, and in default the instrument of proxy
shall not be treated as valid.
85. An instrument appointing a proxy shall be in the form as prescribed in the Rules. Form of proxy
86. A vote given in accordance with the terms of an instrument of proxy shall be valid, Proxy to be valid
notwithstanding the previous death or insanity of the principal or the revocation notwithstanding death of
of the proxy or of the authority under which the proxy was executed, or the the principal
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
87. Unless otherwise determined by the Company in general meeting, the number of Board of Directors
directors shall not be less than 3 (three) and shall not be more than 15 (fifteen).
The First Directors of the Company are :
1. Shri Manibhai Shivabhai Patel
2. Shri Manubhai Shivabhai Patel
3. Shri Hasmukhbhai Shivabhai Patel
4. Shri Ishwarbhai Zaverbhai Patel
88. The Directors shall not be required to hold any qualification shares in the
Company.
88A (1) The Board of Directors shall appoint the Chairperson of the Company. Chairperson and Managing
Director
The same individual may, at the same time, be appointed as the Chairperson as
well as the Managing Director of the Company.
(2) The Board shall have the power to determine the directors whose period of office Directors not liable to retire
is or is not liable to determination by retirement of directors by rotation. by rotation
89. (1) The remuneration of the directors shall, in so far as it consists of a monthly Remuneration of Directors
payment, be deemed to accrue from day-to-day.
465(2) The remuneration payable to the directors, including manager, if any, shall be Remuneration to require
determined in accordance with and subject to the provisions of the Act by an members’ consent
ordinary resolution passed by the Company in general meeting.
(3) In addition to the remuneration payable to them in pursuance of the Act, the Travelling and other
directors may be paid all travelling, hotel and other expenses properly incurred by expenses
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.
(4) Subject to the provisions of these Articles and the provisions of the Act, the Board Sitting Fees
may, decide to pay a Director out of funds of the Company by way of sitting fees,
within the ceiling prescribed under the Act, a sum to be determined by the Board
for each meeting of the Board or any committee or sub-committee thereof
attended by him in addition to his traveling, boarding and lodging and other
expenses incurred
APPOINTMENT AND REMUNERATION OF DIRECTORS
90. Subject to the provisions of the Act and these Articles, the Board of Directors, Appointment
may from time to time, appoint one or more of the Directors to be Managing
Directors or other whole-time Director(s) of the Company, for a term not
exceeding five years at a time and may, from time to time, (subject to the
provisions of any contract between him or them and the Company) remove or
dismiss him or them from office and appoint another or others in his or their place
or places and the remuneration of Managing or Whole-Time Director(s) by way
of salary and commission shall be in accordance with the relevant provisions of
the Act.
91. Subject to the provisions of the Act, the Board shall appoint Independent Independent Director
Directors, who shall have appropriate experience and qualifications to hold a
position of this nature on the Board.
92. Subject to the provisions of section 196, 197 and 188 read with Schedule V to the Remuneration
Act, the Directors shall be paid such further remuneration, whether in the form of
monthly payment or by a percentage of profit or otherwise, as the Company in
General meeting may, from time to time, determine and such further remuneration
shall be divided among the Directors in such proportion and in such manner as
the Board may, from time to time, determine and in default of such determination
shall be divided among the Directors equally or if so determined paid on a
monthly basis.
93. Subject to the provisions of these Articles, and the provisions of the Act, if any Payment for Extra Service
Director, being willing, shall be called upon to perform extra service or to make
any special exertions in going or residing away from the place of his normal
residence for any of the purposes of the Company or has given any special
attendance for any business of the Company, the Company may remunerate the
Director so doing either by a fixed sum or otherwise as may be determined by the
Director
94. All cheques, promissory notes, drafts, hundis, bills of exchange and other Execution of negotiable
negotiable instruments, and all receipts for monies paid to the Company, shall be instruments
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.
95. (1) Subject to the provisions of the Act, the Board shall have power at any time, and Appointment of additional
from time to time, to appoint a person as an additional director, provided the directors
number of the directors and additional directors together shall not at any time
exceed the maximum strength fixed for the Board by the Articles.
466(2) Such person shall hold office only up to the date of the next annual general Duration of office of
meeting of the Company but shall be eligible for appointment by the Company as additional director
a director at that meeting subject to the provisions of the Act.
96. (1) The Board may appoint an alternate director to act for a director (hereinafter in Appointment of alternate
this Article called “the Original Director”) during his absence for a period of not director
less than three months from India. No person shall be appointed as an alternate
director for an independent director unless he is qualified to be appointed as an
independent director under the provisions of the Act.
(2) An alternate director shall not hold office for a period longer than that permissible Duration of office of
to the Original Director in whose place he has been appointed and shall vacate the alternate director
office if and when the Original Director returns to India
(3) If the term of office of the Original Director is determined before he returns to Re-appointment provisions
India the automatic reappointment of retiring directors in default of another applicable to Original
appointment shall apply to the Original Director and not to the alternate director. Director
97. (1) If the office of any director appointed by the Company in general meeting is Appointment of director to
vacated before his term of office expires in the normal course, the resulting casual fill a casual vacancy
vacancy may, be filled by the Board of Directors at a meeting of the Board.
(2) The director so appointed shall hold office only up to the date upto which the Duration of office of
director in whose place he is appointed would have held office if it had not been Director appointed to fill
vacated. casual vacancy
Powers of Board
98. The management of the business of the Company shall be vested in the Board and General powers of the
the Board may exercise all such powers, and do all such acts and things, as the Company vested in Board
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
99. (1) The Board of Directors may meet for the conduct of business, adjourn and When meeting to be
otherwise regulate its meetings, as it thinks fit. convened
Provided, that the Board of Directors shall hold meetings at least once in every
three months and at least four times every calendar year.
(2) The Chairperson or any one Director with the previous consent of the Chairperson Who may summon Board
may, or the company secretary on the direction of the Chairperson shall, at any meeting
time, summon a meeting of the Board.
(3) The quorum for a Board meeting shall be as provided in the Act. Quorum for Board
meetings
(4) The participation of directors in a meeting of the Board may be either in person Participation at Board
or through video conferencing or audio visual means or teleconferencing, as may meetings
be prescribed by the Rules or permitted under Applicable Laws.
(5) At least 7 (seven) Days’ written notice shall be given in writing to every Director Notice of Board meetings
by hand delivery or by speed-post or by registered post or by facsimile or by email
or by any other electronic means, either (i) in writing, or (ii) by fax, e-mail or
other approved electronic communication, receipt of which shall be confirmed in
writing as soon as is reasonably practicable, to each Director, setting out the
467agenda for the meeting in reasonable detail and attaching the relevant papers to
be discussed at the meeting and all available data and information relating to
matters to be discussed at the meeting except as otherwise agreed in writing by
all the Directors.
100. (1) Save as otherwise expressly provided in the Act, questions arising at any meeting Questions at Board meeting
of the Board shall be decided by a majority of votes. how decided
(2) In case of an equality of votes, the Chairperson of the Board, if any, shall have a Casting vote of Chairperson
second or casting vote. at Board meeting
101. The continuing directors may act notwithstanding any vacancy in the Board; but, Directors not to act when
if and so long as their number is reduced below the quorum fixed by the Act for number falls below
a meeting of the Board, the continuing directors or director may act for the minimum
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.
102. (1) The Chairperson of the Company shall be the Chairperson at meetings of the Who to preside at meetings
Board. In his absence, the Board may elect a Chairperson of its meetings and of the Board
determine the period for which he is to hold office.
(2) If no such Chairperson is elected, or if at any meeting the Chairperson is not Directors to elect a
present within fifteen minutes after the time appointed for holding the meeting, Chairperson
the directors present may choose one of their number to be Chairperson of the
meeting
103. (1) The Board may, subject to the provisions of the Act, delegate any of its powers to Delegation of powers
Committees consisting of such member or members of its body as it thinks fit.
(2) Any Committee so formed shall, in the exercise of the powers so delegated, Committee to conform to
conform to any regulations that may be imposed on it by the Board. Board regulations
(3) The participation of directors in a meeting of the Committee may be either in Participation at Committee
person or through video conferencing or audio visual means or teleconferencing, meetings
as may be prescribed by the Rules or permitted under Applicable Laws.
104. (1) A Committee may elect a Chairperson of its meetings unless the Board, while Chairperson of Committee
constituting a Committee, has appointed a Chairperson of such Committee.
(2) If no such Chairperson is elected, or if at any meeting the Chairperson is not Who to preside at meetings
present within fifteen minutes after the time appointed for holding the meeting, of Committee
the members present may choose one of their members to be Chairperson of the
meeting.
105. (1) A Committee may meet and adjourn as it thinks fit. Committee to meet
(2) Questions arising at any meeting of a Committee shall be determined by a Questions at Committee
majority of votes of the members present. meeting how decided
(3) In case of an equality of votes, the Chairperson of the Committee shall have a Casting vote of Chairperson
second or casting vote. at Committee meeting
106. All acts done in any meeting of the Board or of a Committee thereof or by any Acts of Board or
person acting as a director, shall, notwithstanding that it may be afterwards Committee valid
discovered that there was some defect in the appointment of any one or more of notwithstanding defect of
such directors or of any person acting as aforesaid, or that they or any of them appointment
were disqualified or that his or their appointment had terminated, be as valid as if
every such director or such person had been duly appointed and was qualified to
be a director.
107. Save as otherwise expressly provided in the Act, a resolution in writing, signed, Passing of resolution by
whether manually or by secure electronic mode, by a majority of the members of Circulation
the Board or of a Committee thereof, for the time being entitled to receive notice
468of 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 and Chief Financial Officer
108. (1) Subject to the provisions of the Act, - Chief Executive Officer,
etc.
A chief executive officer, manager, company secretary and chief financial officer
may be appointed by the Board for such term, at such remuneration and upon such
conditions as it may think fit; and any chief executive officer, manager, company
secretary and chief financial officer so appointed may be removed by means of a
resolution of the Board; the Board may appoint one or more chief executive
officers for its multiple businesses.
(2) A director may be appointed as chief executive officer, manager, company Director may be chief
secretary or chief financial officer. executive officer, etc.
Registers
109. The Company shall keep and maintain at its registered office all statutory registers Statutory registers
namely, register of charges, register of members, register of debenture holders,
register of any other security holders, the register and index of beneficial owners
and annual return, register of loans, guarantees, security and acquisitions, register
of investments not held in its own name and register of contracts and
arrangements for such duration as the Board may, unless otherwise prescribed,
decide, and in such manner and containing such particulars as prescribed by the
Act and the Rules.
The registers and copies of annual return shall be open for inspection during
business hours on all working days, at the registered office of the Company by
the persons entitled thereto on payment, where required, of such fees as may be
fixed by the Board but not exceeding the limits prescribed by the Rules.
110. (1) The Company may exercise the powers conferred on it by the Act with regard to Foreign register
the keeping of a foreign register; and the Board may (subject to the provisions of
the Act) make and vary such regulations as it may think fit respecting the keeping
of any such register.
(2) The foreign register shall be open for inspection and may be closed, and extracts
may be taken therefrom and copies thereof may be required, in the same manner,
mutatis mutandis, as is applicable to the register of members.
Dividends and Reserve
111. The Company in general meeting may declare dividends, but no dividend shall Company in general
exceed the amount recommended by the Board but the Company in general meeting may declare
meeting may declare a lesser dividend. dividends
112. Subject to the provisions of the Act, the Board may from time to time pay to the Interim dividends
members such interim dividends of such amount on such class of shares and at
such times as it may think fit.
112A Subject to the provisions of the Act, the Board may from time to time pay to the Special dividends
members such special dividends of such amount on such class of shares and at
such times as it may think fit.
113. (1) The Board may, before recommending any dividend, set aside out of the profits Dividends only to be paid
of the Company such sums as it thinks fit as a reserve or reserves which shall, at out of profits
the discretion of the Board, be applied for any purpose to which the profits of the
Company may be properly applied, including provision for meeting contingencies
or for equalizing dividends; and pending such application, may, at the like
discretion, either be employed in the business of the Company or be invested in
469such investments (other than shares of the Company) as the Board may, from time
to time, think fit.
(2) The Board may also carry forward any profits which it may consider necessary Carry forward of Profits
not to divide, without setting them aside as a reserve.
114. (1) Subject to the rights of persons, if any, entitled to shares with special rights as to Division of profits
dividends, all dividends shall be declared and paid according to the amounts paid
or credited as paid on the shares in respect whereof the dividend is paid, but if and
so long as nothing is paid upon any of the shares in the Company, dividends may
be declared and paid according to the amounts of the shares.
(2) No amount paid or credited as paid on a share in advance of calls shall be treated Payments in advance
for the purposes of this Article as paid on the share.
(3) All dividends shall be apportioned and paid proportionately to the amounts paid Dividends to be
or credited as paid on the shares during any portion or portions of the period in apportioned
respect of which the dividend is paid; but if any share is issued on terms providing
that it shall rank for dividend as from a particular date such share shall rank for
dividend accordingly.
115. (1) The Board may deduct from any dividend payable to any member all sums of No member to receive
money, if any, presently payable by him to the Company on account of calls or dividend whilst indebted to
otherwise in relation to the shares of the Company. the Company and
Company’s right to
reimbursement therefrom
(2) The Board may retain dividends payable upon shares in respect of which any Retention of dividends
person is, under the Transmission Clause hereinbefore contained, entitled to
become a member, until such person shall become a member in respect of such
shares.
116. (1) Any dividend, interest or other monies payable in cash in respect of shares may Dividend how remitted
be paid by electronic mode or 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.
(2) Every such cheque or warrant shall be made payable to the order of the person to Instrument of Payment
whom it is sent.
(3) Payment in any way whatsoever shall be made at the risk of the person entitled to Discharge to Company
the money paid or to be paid. The Company will not be responsible for a payment
which is lost or delayed. The Company will be deemed to having made a payment
and received a good discharge for it if a payment using any of the foregoing
permissible means is made.
117. Any one of two or more joint holders of a share may give effective receipts for Receipt of one holder
any dividends, bonuses or other monies payable in respect of such share. sufficient
118. No dividend shall bear interest against the Company. No interest on dividends
119. The waiver in whole or in part of any dividend on any share by any document Waiver of dividends
shall be effective only if such document is signed by the member (or the person
entitled to the share in consequence of the death or bankruptcy of the holder) and
delivered to the Company and if or to the extent that the same is accepted as such
or acted upon by the Board.
UNPAID OR UNCLAIMED DIVIDEND
120. (1) Where the Company has declared a dividend but which has not been paid or Transfer of unclaimed
claimed within thirty (30) days from the date of declaration, the Company shall, dividend
within seven (7) days from the date of expiry of the said period of thirty (30) days,
470transfer 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
subject to the applicable provisions of the Act and the Rules made thereunder.
(2) The Company shall, within a period of ninety days of making any transfer of an Transfer to IEPF Account
amount, as stated above to the unpaid dividend account, prepare a statement
containing the names, their last known addresses and the unpaid dividend to be
paid to each person and place it on the website of the Company, if any, and also
on any other website approved by the Central Government for this purpose, in
such form, manner and other particulars as may be prescribed.
If any default is made in transferring the total amount referred to in sub-article (1)
or any part thereof to the unpaid dividend account of the Company, it shall pay,
from the date of such default, interest on so much of the amount as has not been
transferred to the said account, at the rate of twelve per cent. per annum and the
interest accruing on such amount shall ensure to the benefit of the members of the
company in proportion to the amount remaining unpaid to them.
Any money transferred to the unpaid dividend account of the Company which
remains unpaid or unclaimed for a period of seven (7) years from the date of such
transfer, shall be transferred by the Company to the Investor Education and
Protection Fund established under section 125 of the Act. Any person claiming to
be entitled to an amount may apply to the authority constituted by the Central
Government for the payment of the money claimed.
All shares in respect of which dividend has not been paid or claimed for 7 (seven)
consecutive years or more shall be transferred by the Company in the name of the
Investors Education and Protection Fund subject to the provisions of the Act and
Rules.
(3) No unclaimed or unpaid dividend shall be forfeited by the Board until the claim Forfeiture of unclaimed
becomes barred by Applicable Laws. dividend
Accounts
121. (1) The books of account and books and papers of the Company, or any of them, shall Inspection by Directors
be open to the inspection of directors in accordance with the applicable provisions
of the Act and the Rules.
(2) No member (not being a director) shall have any right of inspecting any books of Restriction on inspection by
account or books and papers or document of the Company except as conferred by members
Applicable Laws or authorized by the Board.
Winding up
122. Subject to the applicable provisions of the Act and the Rules made thereunder – Winding up of Company
(1) If the Company shall be wound up, the liquidator may, with the sanction of a
special resolution of the Company and any other sanction required by the Act,
divide amongst the members, in specie or kind, the whole or any part of the assets
of the Company, whether they shall consist of property of the same kind or not.
(2) For the purpose aforesaid, the liquidator may set such value as he deems fair upon
any property to be divided as aforesaid and may determine how such division
shall be carried out as between the members or different classes of members.
(3) 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.
471Indemnity and Insurance
123. (1) Subject to the provisions of the Act, every director, managing director, whole- Directors and officers right
time director, manager, company secretary and other officer of the Company shall to indemnity
be indemnified by the Company out of the funds of the Company, to pay all costs,
losses and expenses (including travelling expense) which such director, manager,
company secretary and officer may incur or become liable for by reason of any
contract entered into or act or deed done by him in his capacity as such director,
manager, company secretary or officer or in any way in the discharge of his duties
in such capacity including expenses.
(2) Subject as aforesaid, every director, managing director, manager, company
secretary or other officer of the Company shall be indemnified against any
liability incurred by him in defending any proceedings, whether civil or criminal
in which judgement is given in his favour or in which he is acquitted or discharged
or in connection with any application under applicable provisions of the Act in
which relief is given to him by the Court.
(3) The Company may take and maintain any insurance as the Board may think fit on Insurance
behalf of its present and/or former directors and key managerial personnel for
indemnifying all or any of them against any liability for any acts in relation to the
Company for which they may be liable but have acted honestly and reasonably.
Secrecy
124. Every Director, Manager, Auditor, Treasurer, Trustee, Member of a Committee,
Officer, Servant, Agent, Account or other person employed in the business of the
Company shall, if so required by the Directors, before entering upon his duties,
sign a declaration pleading himself to observe strict secrecy respecting all
transactions and affairs of the Company with the customers and the state of the
accounts with individuals and in matters relating thereto, and shall by such
declaration pledge himself not to reveal any of the matter which may come to his
knowledge in the discharge of his duties except when required so to do by the
Directors or by any meeting or by a Court of Law and except so far as may be
necessary in order to comply with any of the provisions in these presents
contained.
General Power
125. Wherever in the Act, it has been provided that the Company shall have any right, General power
privilege or authority or that the Company could carry out any transaction only if
the Company is so authorized by its Articles, then and in that case this Article
authorizes and empowers the Company to have such rights, privileges or
authorities and to carry out such transactions as have been permitted by the Act,
without there being any specific Article in that behalf herein provided.
At any point of time from the date of adoption of these Articles, if the Articles are
or become contrary to the provisions of the Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as
amended from time to time (the “Listing Regulations”), the provisions of the
Listing Regulations shall prevail over the Articles to such extent and the Company
shall discharge all of its obligations as prescribed under the Listing Regulations,
from time to time.
472SECTION IX – OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts which have been entered or are to be entered into by our Company which
are or may be deemed material have been entered or are to be entered into by our Company. These contracts and also the
documents for inspection referred to hereunder, were attached to the copy of the Red Herring Prospectus which was filed with
the RoC, and will be attached to the copy of this Prospectus which will be filed with the Roc, and were also available at the
following weblink: www.mbel.in. Physical copies of the above- mentioned documents referred to hereunder, were available for
inspection at the Registered Office between 10 a.m. and 5 p.m. on all Working Days from the date of the Red Herring Prospectus
until the Bid/Offer Closing Date.
Material contracts to the Offer
1. Offer Agreement dated February 17, 2025, entered into among our Company, the Selling Shareholders and the
BRLMs, read with the amendment to Offer Agreement dated July 16, 2025.
2. Registrar Agreement dated February 13, 2025, entered into among our Company, the Selling Shareholders and the
Registrar to the Offer, read with the amendment to Registrar Agreement dated July 16, 2025.
3. Monitoring Agency Agreement dated July 22, 2025 entered into between our Company and the Monitoring Agency.
4. Cash Escrow and Sponsor Bank(s) Agreement dated July 22, 2025 entered into among our Company, the Selling
Shareholders, the BRLMs, the Syndicate Members, the Bankers to the Offer, and the Registrar to the Offer.
5. Share Escrow Agreement dated July 22, 2025 entered into among our Company, the Selling Shareholders, and the
Share Escrow Agent.
6. Syndicate Agreement dated July 22, 2025 entered into among our Company, the Selling Shareholders, the BRLMs,
the Registrar to the Offer and the Syndicate Members.
7. Underwriting Agreement dated August 1, 2025 entered into among our Company, the Selling Shareholders and the
Underwriters.
Material Documents
1. Certified copies of the Memorandum of Association and the Articles of Association, as amended until date.
2. Original certificate of incorporation dated June 16, 1981, issued by RoC.
3. Fresh certificates of incorporation dated November 22, 2006, and March 30, 2011, issued by Registrar of Companies,
Gujarat, Dadra and Nagar Haveli.
4. Resolution dated January 18, 2025, passed by the Board authorising the Offer and other related matters.
5. Resolution dated February 12, 2025, passed by the Shareholders authorising the Fresh Issue and other related matters.
6. Resolution dated July 14, 2025, passed by the Board taking on record the participation of the Selling Shareholders in
the Offer for Sale and other matters.
7. Resolution dated February 17, 2025, passed by the Board approving the Draft Red Herring Prospectus and certain
other related matters.
8. Resolution dated July 24, 2025 passed by the Board approving the Red Herring Prospectus.
9. Resolution dated August 1, 2025, passed by the Board approving this Prospectus.
10. Consent letters of the Selling Shareholders for participation in the Offer for Sale, as detailed in “The Offer” on page
82.
11. Industry report titled “Assessment of Pre-engineered buildings, structural steel and self-supported roofing industries”
dated July, 2025 issued by CRISIL.
12. Consent letter dated July 15, 2025 issued by Crisil Intelligence, with respect to the CRISIL Report.
47313. Revised Memorandum of Understanding dated January 29, 2021, entered into between our Company, Modtech, Malav
Patel, Chirag Patel, and Kishansinh Gohil, pursuant to which our Company acquired 51% stake in the equity share
capital of Modtech revising the Memorandum of Understanding dated October 7, 2020,.
14. Share Purchase-Cum-Shareholders Agreement (“SPSHA”) dated May 24, 2023, between our Company, Varun Gajjar,
Modtech, and Kishansinh Gohil.
15. The examination report dated July 14, 2025, of the Statutory Auditors on the Restated Consolidated Financial
Statements included in this Prospectus.
16. Written consent dated July 16, 2025 from M/s Talati & Talati LLP, to include their name as required under section 26
(1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Prospectus, and as an “expert” as defined
under section 2(38) of the Companies Act, 2013 to the extent and in their capacity as our Statutory Auditors, and in
respect of their (i) examination report, dated July 14, 2025 on our Restated Consolidated Financial Statements; and
(ii) their report dated July 16, 2025 on the statement of special tax benefits available to our Company, Material
Subsidiary and Shareholders, in this Prospectus and such consent has not been withdrawn as on the date of this
Prospectus. However, the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities
Act.
17. Written consent dated July 16, 2025 from the practicing company secretary, Kashyap R. Mehta & Associates,
Company Secretaries to be named as an “expert” under Section 2(38) and other applicable provisions of the Companies
Act, 2013 in its capacity as practicing company secretary and in respect of their certificate dated July 16, 2025 issued
in connection with inter alia the share capital buildup and such consent has not been withdrawn as of the date of this
Prospectus.
18. Written consent from Chetan Brahmania, independent chartered engineer, to include his name as an “expert” under
Section 2(38) and other applicable provisions of the Companies Act, 2013 to the extent and in his capacity as a
chartered engineer and in respect of his certificate dated July 16, 2025, in relation to the Company’s manufacturing
capacities and capacity utilization at all of its manufacturing facilities and the details derived from such certificate and
included in this Prospectus.
19. Consents of the BRLMs, the Registrar to the Offer, the Syndicate Members, Bankers to the Company, Escrow
Collection Bank(s), Public Offer Account Bank(s), Refund Bank(s) and Sponsor Bank(s), Monitoring Agency, the
legal counsel to the Offer, our Directors and the Company Secretary and Compliance Officer, to act in their respective
capacities.
20. Report on the statement of special tax benefits available to our Company, Material Subsidiary and Shareholders, dated
July 16, 2025 issued by the Statutory Auditors.
21. Certificate dated July 24, 2025 the Statutory Auditors, certifying the KPIs of our Company.
22. Certificate dated July 16, 2025, from Kashyap R. Mehta & Associates, Company Secretaries practicing company
secretary in relation to the missing and untraceable RoC forms.
23. Certificate dated August 1, 2025, from Talati & Talati LLP, Statutory Auditors, certifying the weighted average price
and the average cost of acquisition,
24. Certificates dated July 16, 2025, from Talati & Talati LLP, Statutory Auditors, certifying the (i) financial indebtedness,
and (iii) outstanding dues to creditors and MSMEs.
25. Valuation report dated February 16, 2021, from Tipsons Consultancy Services Private Limited, in relation to the
acquisition of Modtech.
26. Valuation report dated May 10, 2023, from Tipsons Consultancy Services Private Limited, in relation to the divestment
of Modtech.
27. Consent letter dated July 16, 2025 for the valuation reports in relation to the acquisition and divestment of Modtech
issued by Tipsons Consultancy Services Private Limited.
28. Valuation report dated March 22, 2024, from Talati & Talati LLP, in relation to acquisition of Phenix Building
Solutions Private Limited.
29. Consent letter dated July 16, 2025 for the valuation report in relation to acquisition of Phenix Building Solutions
Private Limited issued by Talati & Talati LLP.
47430. Copies of annual reports of our Company for Fiscal 2025, Fiscal 2024 and Fiscal 2023.
31. Tripartite agreement dated May 31, 2019, among our Company, NSDL and the Registrar to the Offer.
32. Tripartite agreement dated May 9, 2024, among our Company, CDSL and the Registrar to the Offer.
33. Due diligence certificate to SEBI from the BRLMs dated February 17, 2025.
34. In-principle listing approvals each dated May 14, 2025 from BSE and NSE, respectively.
35. Final observation letter bearing number SEBI/HO/CFD/RAC-DIL2/P/OW/2025/15617/1 dated June 11, 2025 issued
by SEBI.
Any of the contracts or documents mentioned in this Prospectus may be amended or modified at any time if so required in the
interest of our Company or if required by the other parties, without reference to the Shareholders, subject to compliance with
the provisions contained in the Companies Act and other relevant statutes.
475DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or
regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange
Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, have been complied with and no statements, disclosures and undertakings made in this Prospectus are contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this
Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________
Hemant Ishwarlal Modi
(Non-Executive Chairman and Independent Director)
Place: Zurich, Switzerland
Date: August 1, 2025
476DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or
regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange
Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, have been complied with and no statements, disclosures and undertakings made in this Prospectus are contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this
Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________
Chirag Hasmukhbhai Patel
(Joint Managing Director)
Place: Mumbai, Maharashtra
Date: August 1, 2025
477DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or
regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange
Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, have been complied with and no statements, disclosures and undertakings made in this Prospectus are contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this
Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________
Malav Girishbhai Patel
(Joint Managing Director)
Place: Mumbai, Maharashtra
Date: August 1, 2025
478DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or
regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange
Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, have been complied with and no statements, disclosures and undertakings made in this Prospectus are contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this
Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________
Vipinbhai Kantilal Patel
(Non-Executive Director)
Place: Ahmedabad, Gujarat
Date: August 1, 2025
479DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or
regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange
Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, have been complied with and no statements, disclosures and undertakings made in this Prospectus are contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this
Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________
Girishbhai Manibhai Patel
(Whole-time Director)
Place: Ahmedabad, Gujarat
Date: August 1, 2025
480DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or
regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange
Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, have been complied with and no statements, disclosures and undertakings made in this Prospectus are contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this
Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________
Aditya Vipinbhai Patel
(Whole-time Director)
Place: Prague, Czech Republic
Date: August 1, 2025
481DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or
regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange
Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, have been complied with and no statements, disclosures and undertakings made in this Prospectus are contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this
Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________
Birva Chirag Patel
(Whole-time Director)
Place: Ahmedabad, Gujarat
Date: August 1, 2025
482DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or
regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange
Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, have been complied with and no statements, disclosures and undertakings made in this Prospectus are contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this
Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________
Sanjay Shaileshbhai Majmudar
(Non-Executive and Non-Independent Director)
Place: Ahmedabad, Gujarat
Date: August 1, 2025
483DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or
regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange
Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, have been complied with and no statements, disclosures and undertakings made in this Prospectus are contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this
Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________
Birju Maheshbhai Patel
(Independent Director)
Place: Mumbai, Maharashtra
Date: August 1, 2025
484DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or
regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange
Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, have been complied with and no statements, disclosures and undertakings made in this Prospectus are contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this
Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________
Udayan Dileep Choksi
(Independent Director)
Place: Mumbai, Maharashtra
Date: August 1, 2025
485DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or
regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange
Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, have been complied with and no statements, disclosures and undertakings made in this Prospectus are contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this
Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________
Subir Kumar Das
(Independent Director)
Place: Ahmedabad, Gujarat
Date: August 1, 2025
486DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or
regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange
Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, have been complied with and no statements, disclosures and undertakings made in this Prospectus are contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this
Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
_____________________________________
Sonal Vimal Ambani
(Independent Director)
Place: Ahmedabad, Gujarat
Date: August 1, 2025
487DECLARATION
I hereby confirm, certify and declare that all relevant provisions of the Companies Act, 2013 and the rules, or guidelines, or
regulations issued by the Government of India or the rules, guidelines, or regulations issued by the Securities and Exchange
Board of India, established under Section 3 of the Securities and Exchange Board of India Act, 1992, as amended, as the case
may be, have been complied with and no statements, disclosures and undertakings made in this Prospectus are contrary to the
provisions of the Companies Act, 2013, the Securities Contracts (Regulation) Act, 1956, the Securities Contracts (Regulation)
Rules, 1957, the Securities and Exchange Board of India Act, 1992, each as amended, or the rules made or the guidelines or
regulations issued thereunder, as the case may be. I further certify that all statements, disclosures and undertakings in this
Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
_____________________________________
Keyur Bachubhai Shah
Place: Ahmedabad, Gujarat
Date: August 1, 2025
488DECLARATION
I, Chirag Hasmukhbhai Patel, in my capacity as a Selling Shareholder, hereby confirm, certify and declare that all statements,
disclosures, and undertakings made or confirmed by me in this Prospectus about or specifically in relation to myself as a Selling
Shareholder and portion of the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no
responsibility, as a Selling Shareholder, for any other statements, disclosures or undertakings including, any of the statements,
disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or person(s) in
this Prospectus.
SIGNED BY Chirag Hasmukhbhai Patel
_____________________________________
Place: Mumbai, Maharashtra
Date: August 1, 2025
489DECLARATION
I, Girishbhai Manibhai Patel, in my capacity as a Selling Shareholder, hereby confirm, certify and declare that all statements,
disclosures, and undertakings made or confirmed by me in this Prospectus about or specifically in relation to myself as a Selling
Shareholder and portion of the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no
responsibility, as a Selling Shareholder, for any other statements, disclosures or undertakings including, any of the statements,
disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or person(s) in
this Prospectus.
SIGNED BY Girishbhai Manibhai Patel
_____________________________________
Place: Ahmedabad, Gujarat
Date: August 1, 2025
490DECLARATION
I, Vipinbhai Kantilal Patel, acting as a Selling Shareholder, hereby confirm, certify and declare that all statements, disclosures,
and undertakings made or confirmed by it in this Prospectus about or specifically in relation to itself as a Selling Shareholder
and portion of the Equity Shares being offered by it in the Offer for Sale, are true and correct. Vipinbhai Kantilal Patel assumes
no responsibility, as a Selling Shareholder, for any other statements, disclosures or undertakings including, any of the
statements, disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or
person(s) in this Prospectus.
SIGNED BY Vipinbhai Kantilal Patel
_____________________________________
Place: Ahmedabad, Gujarat
Date: August 1, 2025
491DECLARATION
I, Aditya Vipinbhai Patel, in my capacity as a Selling Shareholder, hereby confirm, certify and declare that all statements,
disclosures, and undertakings made or confirmed by me in this Prospectus about or specifically in relation to myself as a Selling
Shareholder and portion of the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no
responsibility, as a Selling Shareholder, for any other statements, disclosures or undertakings including, any of the statements,
disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or person(s) in
this Prospectus.
SIGNED BY Aditya Vipinbhai Patel
_____________________________________
Place: Prague, Czech Republic
Date: August 1, 2025
492DECLARATION
I, Birva Chirag Patel, in my capacity as a Selling Shareholder, hereby confirm, certify and declare that all statements,
disclosures, and undertakings made or confirmed by me in this Prospectus about or specifically in relation to myself as a Selling
Shareholder and portion of the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no
responsibility, as a Selling Shareholder, for any other statements, disclosures or undertakings including, any of the statements,
disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or person(s) in
this Prospectus.
SIGNED BY Birva Chirag Patel
_____________________________________
Place: Ahmedabad, Gujarat
Date: August 1, 2025
493DECLARATION
I, Umaben Girishbhai Patel, in my capacity as a Selling Shareholder, hereby confirm, certify and declare that all statements,
disclosures, and undertakings made or confirmed by me in this Prospectus about or specifically in relation to myself as a Selling
Shareholder and portion of the Equity Shares being offered by me in the Offer for Sale, are true and correct. I assume no
responsibility, as a Selling Shareholder, for any other statements, disclosures or undertakings including, any of the statements,
disclosures or undertakings made or confirmed by or relating to the Company or any other Selling Shareholder or person(s) in
this Prospectus.
SIGNED BY Umaben Girishbhai Patel
_____________________________________
Place: Ahmedabad, Gujarat
Date: August 1, 2025
494