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PROSPECTUS
Dated: April 14, 2026
(Please read Section 26 of the Companies Act, 2013)
100% Book Built Offer
(Please scan this QR Code to view this Prospectus)
OM POWER TRANS MISSION LIMITED
(Formerly known as Om Power Transmission Private Limited)
CORPORATE IDENTITY NUMBER: U45204GJ2011PLC066092
REGISTERED AND CORPORATE OFFICE CONTACT TELEPHONE WEBSITE
PERSON AND EMAIL
703 to 706, 7th Floor, Fortune Business Hub, Nr. Shell Hardikkumar Tel: +91-75748 www.ompowertransmission.com
Petrol Pump, Science City Road, Sola, Ahmedabad- Jitendrabhai Patel 80021
380060, Gujarat, India. (Company Email: cs@optl.in
Secretary and
Compliance
Officer)
PROMOTERS OF OUR COMPANY: KALPESH DHANJIBHAI PATEL, KANUBHAI PATEL AND VASANTKUMAR
NARAYANBHAI PATEL
DETAILS OF THE OFFER TO THE PUBLIC
Type Fresh Issue Size Offer for Sale Size Total Offer Size Eligibility and Share Reservation among QIBs, NIIs
and RIIs
Fresh Issue Fresh issue of 10,00,000* Equity 85,75,000* Equity The Offer was made through the Book Building Process, in
and Offer 75,75,000* Equity Shares of face value Shares of face value terms of Rule 19(2)(b) of the Securities Contracts
for Sale Shares of face of ₹ 10 each of ₹ 10 each (Regulation) Rules, 1957, as amended (“SCRR”) read with
value of ₹ 10 each aggregating up to ₹ aggregating to ₹ Regulation 31 of the Securities and Exchange Board of India
aggregating to ₹ 1,750.00* lakhs 15,006.25* lakhs (Issue of Capital and Disclosure Requirements) Regulations,
13,256.25* lakhs 2018, as amended, (“SEBI ICDR Regulations”) and in
compliance with Regulation 6(1) of the SEBI ICDR
Regulations. For further details, see “Other Regulatory and
Statutory Disclosures – Eligibility for the Offer” on page
423. For details in relation to share reservation among QIBs,
NIIs, RIIs, see “Offer Structure” on page 441.
DETAILS OF THE PROMOTER SELLING SHAREHOLDERS, OFFER FOR SALE AND WEIGHTED AVERAGE COST OF
ACQUISITION PER EQUITY SHARE
NAME OF THE SELLING TYPE NUMBER OF EQUITY SHARES WEIGHTED AVERAGE COST OF
SHAREHOLDERS OFFERED /AMOUNT (IN ₹ ACQUISITION PER EQUITY
LAKHS) SHARE (IN ₹)(1)
Kalpesh Dhanjibhai Patel Promoter Selling 3,50,000* Equity Shares of face value 0.24
Shareholder of ₹ 10 each aggregating to ₹ 612.50*
lakhs
Kanubhai Patel Promoter Selling 3,50,000* Equity Shares of face value 0.24
Shareholder of ₹ 10 each aggregating to ₹ 612.50*
lakhs
Vasantkumar Narayanbhai Patel Promoter Selling 3,00,000* Equity Shares of face value 0.24
Shareholder of ₹ 10 each aggregating to ₹ 525.00*
lakhs
(1) As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, by way of their certificate dated April 14, 2026.
*Subject to finalization of the Basis of Allotment.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of
the Equity Shares is ₹ 10 each. The Floor Price, the Cap Price and the Offer Price (as determined by our Company, in consultation with the
Book Running Lead Manager), on the basis of the assessment of market demand for the Equity Shares by way of the book building process,
as stated in “Basis for Offer Price” on page 134, should not be considered to be indicative of the market price of the Equity Shares after the
Equity Shares are listed. No assurance can be given regarding an active and/or sustained trading in the Equity Shares nor regarding theprice 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 were advised to read the risk factors carefully before taking an
investment decision in this Offer. For taking an investment decision, investors were advised to 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 Securities and Exchange
Board of India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Prospectus. Specific attention of the
investors was invited to “Risk Factors” on page 22.
ISSUER’S AND PROMOTER SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILTY
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. The Promoter Selling Shareholders, severally and not jointly,
accept responsibility for and confirms the statements specifically made or confirmed by them in this Prospectus solely to the extent of information
specifically pertaining to themselves and their respective portion of Equity Shares offered by them in the Offer for Sale and assume responsibility
that such statements are true and correct in all material respects and are not misleading in any material respect. The Promoter Selling Shareholders,
severally and not jointly, assume no responsibility for any other statements, including, inter alia, any and all of the statements made by or relating
to our Company or its business in this Prospectus or any other Promoter Selling Shareholder.
LISTING
The Equity Shares offered through the Red Herring Prospectus and this Prospectus, are proposed to be listed on National Stock Exchange of
India Limited (“NSE”) and BSE Limited (“BSE” and together with NSE, the “Stock Exchanges”). For the purposes of the Offer, BSE is the
Designated Stock Exchange. Our Company has received ‘in principle’ approvals from BSE and NSE for the listing of the Equity Shares
pursuant to their letters each dated January 22, 2026, respectively. A copy of the Red Herring Prospectus and this Prospectus has been filed
with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents
which were made 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 510.
BOOK RUNNING LEAD MANAGER
NAME OF BRLM AND LOGO Contact Person EMAIL AND TELEPHONE
E-mail:
Nikhil Shah mb@beelinemb.com
Tel.: 079 4918 5784
Beeline Capital Advisors Private Limited
REGISTRAR TO THE OFFER
NAME OF THE REGISTRAR CONTACT PERSON EMAIL AND TELEPHONE
E-mail:
ompower.ipo@in.mpms.mufg.com
Shanti Gopalkrishnan
Tel: +91 8108114949
MUFG INTIME INDIA PRIVATE LIMITED
(FORMERLY LINK INTIME INDIA PRIVATE
LIMITED)
BID/OFFER PERIOD
ANCHOR WEDNESDAY, APRIL 08, BID/OFFER THURSDAY, BID/OFFER MONDAY,
INVESTOR 2026 OPENED ON APRIL 09, 2026 CLOSED ON# APRIL 13,
BIDDING DATE 2026#
# UPI mandate end time and date was at 5:00 pm on the Bid/Offer Closing Date.PROSPECTUS
Dated: April 14, 2026
(Please read Section 26 of the Companies Act, 2013)
100% Book Built Offer
(Please scan this QR Code to view this Prospectus)
OM POWER TRANSMISSION LIMITED
(Formerly known as Om Power Transmission Private Limited)
Our Company was originally incorporated as ‘Om Power Transmission Private Limited’, as a private limited company under the Companies Act, 1956,
pursuant a certificate of incorporation dated June 29, 2011 issued by the Registrar of Companies Gujarat, Dadra and Nagar Haveli. Subsequently, our
Company was converted from a private limited company to a public company, pursuant to a resolution passed by the Board of Directors at its meeting
held on September 06, 2025 and a special resolution passed by our Shareholders at the EGM held on held on September 08, 2025, consequent to which,
the name of Company was changed to ‘Om Power Transmission Limited’ and a fresh certificate of incorporation dated September 15, 2025 was issued by
the Registrar of Companies, Central Processing Centre. For details in relation to changes in the name of our Company and registered office of our Company
since incorporation till date, see “History and Certain Corporate Matters” on page 271.
Corporate Identity Number: U45204GJ2011PLC066092
Registered and Corporate Office:
703 to 706, 7th Floor, Fortune Business Hub, Nr. Shell Petrol Pump, Science City Road,
Sola, Ahmedabad-380060, Gujarat, India.
Tel: +91-75748 80021 Contact Person: Hardikkumar Jitendrabhai Patel , Company Secretary and Compliance Officer;
E-mail: cs@optl.in.Website: www.ompowertransmission.com
OUR PROMOTERS: KALPESH DHANJIBHAI PATEL, KANUBHAI PATEL AND VASANTKUMAR NARAYANBHAI PATEL
INITIAL PUBLIC OFFERING OF 85,75,000* EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH (“EQUITY SHARES”) OF OM POWER
TRANSMISSION LIMITED (FORMERLY KNOWN AS OM POWER TRANSMISSION PRIVATE LIMITED) (“COMPANY” OR
“ISSUER”) FOR CASH AT A PRICE OF ₹ 175 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹ 165 PER EQUITY SHARE)
(“OFFER PRICE”) AGGREGATING TO 15,006.25* LAKHS COMPRISING OF A FRESH ISSUE OF 75,75,000* EQUITY SHARES OF
FACE VALUE OF ₹ 10 EACH AGGREGATING TO ₹ 13,256.20* LAKHS (“FRESH ISSUE”) AND AN OFFER FOR SALE OF 10,00,000*
EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING TO ₹ 1,750.00* LAKHS COMPRISING AN OFFER OF 3,50,000*
EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING TO ₹612.50* LAKHS BY KALPESH DHANJIBHAI PATEL AND
3,50,000* EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING TO ₹ 612.50* LAKHS BY KANUBHAI PATEL AND
300,000* EQUITY SHARES OF FACE VALUE OF ₹ 10 EACH AGGREGATING TO ₹ 525.00* LAKHS BY VASANTKUMAR
NARAYANBHAI PATEL (COLLECTIVELY THE “PROMOTER SELLING SHAREHOLDERS”, AND SUCH EQUITY SHARES
OFFERED BY THE PROMOTER SELLING SHAREHOLDERS, THE “OFFERED SHARES”) (“OFFER FOR SALE”, AND TOGETHER
WITH THE FRESH ISSUE, THE “OFFER”). THE OFFER CONSTITUTED 25.04% OF THE POST-OFFER PAID UP EQUITY SHARE
CAPITAL OF OUR COMPANY.
THE FACE VALUE OF THE EQUITY SHARES IS ₹ 10 EACH. THE OFFER PRICE IS 17.50 TIMES THE FACE VALUE OF THE EQUITY
SHARES. THE PRICE BAND AND THE MINIMUM BID LOT, HAS BEEN DECIDED BY OUR COMPANY, IN CONSULTATION WITH
THE BRLM AND HAS BEEN ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, AN ENGLISH NATIONAL DAILY
NEWSPAPER, AND ALL EDITIONS OF JANSATTA , A HINDI NATIONAL DAILY NEWSPAPER AND THE GUJARATI EDITION OF
FINANCIAL EXPRESS, GUJARATI DAILY NEWSPAPER (GUJARATI BEING THE REGIONAL LANGUAGE OF GUJARAT, WHERE
THE REGISTERED AND CORPORATE OFFICE IS LOCATED), EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING
DAYS PRIOR TO THE BID/OFFER OPENING DATE AND SUCH ADVERTISEMENT HAS BEEN MADE AVAILABLE TO BSE AND NSE
(“BSE” AND TOGETHER WITH NSE, “THE STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE
WEBSITES IN ACCORDANCE WITH SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (THE “SEBI ICDR REGULATIONS”)
*Subject to finalization of the Basis of Allotment.
The Offer was made through the Book Building Process, in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules, 1957, as amended
(“SCRR”) read with Regulation 31 and Regulation 32(1) of the SEBI ICDR Regulations and in compliance with Regulation 6(1) of the SEBI ICDR
Regulations, wherein not more than 50% of the Offer was allocated on a proportionate basis to Qualified Institutional Buyers (“QIBs” and such portion,
the “QIB Portion”), provided that our Company, in consultation with the Book Running Lead Manager, allocated up to 60% of the QIB Portion to Anchor
Investors on a discretionary basis in accordance with the SEBI ICDR Regulations (“Anchor Investor Portion”), of which 40% was reserved in the
following manner: (i) 33.33% of the Anchor Investor Portion was reserved for domestic Mutual Funds, and (ii) 6.67% of the Anchor Investor Portion was
reserved for Life Insurance Companies and Pension Funds, subject to valid Bids having been received from domestic Mutual Funds, Life Insurance
Companies and Pension Funds at or above the price at which allocation is made to Anchor Investors (the “Anchor Investor Allocation Price”). Any
under-subscription in the Life Insurance Companies and Pension Funds category specified in (ii) above was allocated to domestic Mutual Funds, in
accordance with the SEBI ICDR Regulations. Further, 5% of the Net QIB Portion was available for allocation on a proportionate basis only to Mutual
Funds, subject to valid Bids having been received at or above the Offer Price, and the remainder of the Net QIB Portion was available for allocation on a
proportionate basis to all QIBs, including Mutual Funds. Further, not less than 15% of the Offer was made available for allocation to Non-Institutional
Bidders and not less than 35% of the Offer was made available for allocation to Retail Individual Bidders in accordance with the SEBI ICDR Regulations,
subject to valid Bids having been received at or above the Offer Price. One-third of the Non-Institutional Portion was made available for allocation to
Non-Institutional Bidders with a Bid size of more than ₹ ₹ 2.00 lakhs and up to ₹ 10.00 lakhs and two-thirds of the Non-Institutional Portion was made
available for allocation to Non-Institutional Bidders with a Bid size of more than ₹ 10.00 lakhs provided that under-subscription in either of these two
sub-categories of the Non-Institutional Portion was allocated to Non-Institutional Bidders in the other sub-category of Non-Institutional Portion inaccordance with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price. All Bidders (except Anchor Investors)
were mandatorily required to participate in the Offer through the Application Supported by Blocked Amount (“ASBA”) process by providing details of
their respective ASBA accounts and UPI ID in case of UPI Bidders, as applicable, pursuant to which their corresponding Bid Amount was blocked by the
Self Certified Syndicate Banks (“SCSBs”) or by the Sponsor Banks under the UPI Mechanism, as the case may be, to the extent of the respective Bid
Amounts. Anchor Investors were not permitted to participate in the Offer through the ASBA process. For details, see “Offer Procedure” on page 445.
RISKS IN RELATION TO THE FIRST OFFER
This being the first public issue of our Company, there has been no formal market for the Equity Shares of our Company. The face value of the Equity
Shares is ₹ 10. The Floor Price, Cap Price and Offer Price as determined and justified by our Company, in consultation with the Book Running Lead
Manager, in accordance with the SEBI ICDR Regulations, as stated under “Basis for Offer Price” on page 134 should not be considered to be indicative
of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding an active 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 the Offer unless they can afford
to take the risk of losing their entire investment. Investors were advised to read the risk factors carefully before taking an investment decision in the Offer.
For taking an investment decision, investors were advised to rely on their own examination of our Company and the Offer, including the risks involved.
The Equity Shares in the Offer have not been recommended or approved by the Securities and Exchange Board of India (“SEBI”), nor does SEBI guarantee
the accuracy or adequacy of the contents of this Prospectus. Specific attention of the investors is invited to “Risk Factors” beginning on page 22.
ISSUER’S AND PROMOTER SELLING SHAREHOLDERS’ ABSOLUTE RESPONSIBILTY
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. The Promoter Selling Shareholders, severally and not jointly, accept responsibility for and confirm the statements specifically made or confirmed
by each of them in this Prospectus solely to the extent of information specifically pertaining to themselves and the respective portions of the Equity Shares offered
by them in the Offer for Sale and assume responsibility that such statements are true and correct in all material respects and are not misleading in any material
respect. The Promoter Selling Shareholders, severally and not jointly, assume no responsibility for any other statements, including, inter alia, any and all of the
statements made by or relating to our Company or its business in this Prospectus or any other Promoter Selling Shareholder.
LISTING
The Equity Shares Allotted 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 the listing of the Equity Shares pursuant to their letters, each dated January 22, 2026, respectively.
For the purposes of the Offer, the Designated Stock Exchange is BSE. A signed copy of the Red Herring Prospectus and this Prospectus has been filed
with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents which were made
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 510.
BOOK RUNNING LEAD MANAGER REGISTRAR TO THE OFFER
Beeline Capital Advisors Private Limited MUFG INTIME INDIA PRIVATE LIMITED
(FORMERLY LINK INTIME INDIA PRIVATE LIMITED)
Beeline Capital Advisors Private Limited MUFG Intime India Private Limited
B 1311-1314, 13th Floor, (Formerly Link Intime India Private Limited)
Shilp Corporate Park, Rajpath Rangoli Road, C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg,
Thaltej Ahmedabad, Bodakdev, Vikhroli (West), Mumbai 400 083, Maharashtra, India
Ahmadabad City, Gujarat, India, 380054 Tel: +91 8108114949
Tel: +91 079 4918 5784 E-mail: ompower.ipo@in.mpms.mufg.com
E-mail: mb@beelinemb.com Investor grievance e-mail: ompower.ipo@in.mpms.mufg.com
Investor Grievance E-mail: ig@ beelinemb.com Contact person: Shanti Gopalkrishnan
Website: www.beelinemb.com Website: www.in.mpms.mufg.com
Contact person: Nikhil Shah SEBI registration number: INR000004058
SEBI Registration No.: INM000012917
BID/ OFFER PERIOD
ANCHOR WEDNESDAY, BID/ OFFER THURSDAY, APRIL BID/ OFFER MONDAY, APRIL
INVESTOR APRIL 08, 2026 OPENED ON 09, 2026 CLOSED ON# 13, 2026
BIDDING DATE
#UPI mandate end time and date was at 5:00 pm on the Bid/ Offer Closing Date.[THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]TABLE OF CONTENTS
SECTION I – GENERAL ............................................................................................................................................... 1
DEFINITIONS AND ABBREVIATIONS ............................................................................................................... 1
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET
DATA AND CURRENCY OF PRESENTATION ................................................................................................. 17
FORWARD-LOOKING STATEMENTS ............................................................................................................... 21
SECTION II: RISK FACTORS ................................................................................................................................... 22
SECTION III: INTRODUCTION ................................................................................................................................ 74
THE OFFER ............................................................................................................................................................ 74
SUMMARY OF FINANCIAL INFORMATION ................................................................................................... 76
SUMMARY OF CONTINGENT LIABILITIES .................................................................................................... 82
SUMMARY OF RELATED PARTY TRANSACTIONS ...................................................................................... 83
GENERAL INFORMATION ................................................................................................................................. 89
CAPITAL STRUCTURE ........................................................................................................................................ 97
OBJECTS OF THE OFFER .................................................................................................................................. 112
BASIS FOR OFFER PRICE ................................................................................................................................. 134
STATEMENT OF SPECIAL TAX BENEFITS ................................................................................................... 150
SECTION IV: ABOUT OUR COMPANY ................................................................................................................ 155
INDUSTRY OVERVIEW .................................................................................................................................... 155
OUR BUSINESS ................................................................................................................................................... 239
KEY REGULATIONS AND POLICIES IN INDIA ............................................................................................ 264
HISTORY AND CERTAIN CORPORATE MATTERS ...................................................................................... 271
OUR MANAGEMENT ......................................................................................................................................... 278
OUR PROMOTERS AND PROMOTER GROUP ............................................................................................... 297
OUR GROUP COMPANY ................................................................................................................................... 303
DIVIDEND POLICY ............................................................................................................................................ 306
SECTION V: FINANCIAL INFORMATION .......................................................................................................... 307
RESTATED FINANCIAL INFORMATION ....................................................................................................... 307
OTHER FINANCIAL INFORMATION .............................................................................................................. 369
CAPITALISATION STATEMENT ..................................................................................................................... 373
FINANCIAL INDEBTEDNESS ........................................................................................................................... 374
MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATION ................................................................................................................................ 377
SECTION VI: LEGAL AND OTHER INFORMATION ........................................................................................ 415
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS ......................................................... 415
GOVERNMENT AND OTHER STATUTORY APPROVALS .......................................................................... 419
OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................................ 422
SECTION VII: OFFER INFORMATION ................................................................................................................ 434
TERMS OF THE OFFER ..................................................................................................................................... 434
OFFER STRUCTURE .......................................................................................................................................... 441
OFFER PROCEDURE .......................................................................................................................................... 445
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ..................................................... 465
SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION 467
SECTION IX: OTHER INFORMATION ................................................................................................................. 510
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................. 510
DECLARATION .................................................................................................................................................. 513SECTION I – GENERAL
DEFINITIONS AND ABBREVIATIONS
This Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies, or
unless otherwise specified, shall have the meaning as provided below, and references to any legislation, act, regulation,
rules, guidelines or policies shall be to such legislation, act, regulation, rule guidelines or policy as amended from time
to time and any reference to a statutory provision shall include any subordinate legislation made from time to time under
that provision.
The words and expressions used in this Prospectus but not defined herein, shall have, to the extent applicable, the
meanings ascribed to such terms under the Companies Act, the SEBI ICDR Regulations, the SEBI Listing Regulations,
the SCRA, the SEBI Act, the Depositories Act or the rules and regulations made thereunder. Further, the Offer related
terms used but not defined in this Prospectus shall have the meaning ascribed to such terms under the General
Information Document (as defined hereinafter). In case of any inconsistency between the definitions used in this
Prospectus and the definitions included in the General Information Document, the definitions used in this Prospectus
shall prevail.
Notwithstanding the foregoing, terms in “Description of Equity Shares and Terms of the Articles of Association”,
“Statement of Special Tax Benefits”, “Industry Overview”, “Our Business”, “History and Certain Corporate Matters”,
“Key Regulations and Policies in India”, “Objects of the Offer”, “Basis for the Offer Price” “Restriction on Foreign
Ownership of Indian Securities”, “Restated Financial Information”, and “Outstanding Litigation and Material
Developments” on pages 467, 150, 155, 239, 271, 264, 112, 134, 465, 307 and 415 respectively, will have the meaning
ascribed to such terms in those respective sections.
General terms
Term Description
Our Company/ the Company/ the Om Power Transmission Limited (Formerly Known As Om Power Transmission
Issuer Private Limited), a public limited company incorporated under the Companies Act,
1956 and having its Registered and Corporate Office situated at 703 to 706, 7th
Floor, Fortune Business Hub, Nr. Shell Petrol Pump, Science City Road, Sola,
Ahmedabad-380060, Gujarat, India.
We/ us/ our Unless the context otherwise indicates or implies, refers to our Company.
Company Related Terms
Term Description
AoA/Articles of Association The articles of association of our Company, as amended.
or Articles
Audit Committee The audit committee of our Board, constituted in accordance with the applicable
provisions of the Companies Act, the SEBI Listing Regulations and as described in
“Our Management – Board Committees – Audit Committee” on page 288.
Auditors/ Statutory Auditors The current statutory auditors of our Company, being O.M.M.S & Associates,
Chartered Accountants.
Board/ Board of Directors The board of directors of our Company, as constituted from time to time. For further
details, please see “Our Management – Board of Directors” on page 278.
Chairman and Executive The chairman and executive director of our Company, namely Kalpesh Dhanjibhai
Director Patel. For further details, please see “Our Management – Board of Directors” on page
278.
Chief Financial Officer The chief financial officer of our Company, being Chetan Bharatkumar Modi. For
further details, please see “Our Management – Key Managerial Personnel and Senior
Management” on page 294.
Cost Vetting Report Report titled “Cost Vetting Report” dated April 04, 2026 issued by Dun and
Bradstreet for assessing and verifying costs towards purchase of machinery and
equipment to be funded from the Net Proceeds. The Project Cost Vetting Report shall
be available on the website of our Company at www.ompowertransmission.com till
the Bid/Offer Closing Date.
Company Secretary and The Company Secretary and Compliance Officer of our Company, being
Compliance Officer Hardikkumar Jitendrabhai Patel. For further details, please see “Our Management –
Key Managerial Personnel and Senior Management” on page 294.
1Term Description
Corporate Social Responsibility The corporate social responsibility committee of our Board, constituted in
Committee or CSR Committee accordance with the applicable provisions of the Companies Act and as described in
“Our Management – Board Committees –Corporate Social Responsibility
Committee” on page 292.
D&B Report The industry report titled “Report on EPC in Power Transmission Infrastructure”
dated February 25, 2026 prepared and issued by Dun & Bradstreet, pursuant to a
contract agreement dated July 14, 2025. The Dun & Bradstreet Report Report has
been commissioned and paid for by our Company, exclusively in connection with the
Offer and shall be available on the website of our Company at
www.ompowertransmission.com till the Bid/Offer Closing Date.
Dun & Bradstreet Dun & Bradstreet Information Services India Private Limited
Director(s) The director(s) on our Board as appointed from time to time.
Equity Shares The equity shares of our Company of face value of ₹ 10 each, unless otherwise stated.
Group Company The group company identified in accordance with SEBI ICDR Regulations,
whereunder the term “group company” includes (i) companies with which there were
related party transactions during the the nine months period ended December 31,
2025, Fiscals 2025, 2024 and 2023, in accordance with Ind AS 24; and (ii) any other
companies as considered material by our Board, in accordance with our Materiality
Policy. For further details, see “Our Group Company” on page 303.
Joint Venture The joint venture of our Company being, OPTL-APPL JV.
Independent Director(s) Non-executive and independent directors of our Company who are eligible to be
appointed as independent directors under the provisions of the Companies Act and
the SEBI Listing Regulations. For details of the Independent Directors, see “Our
Management- Board of Directors” on page 278.
KMP/ Key Managerial Personnel 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 and as further
described in “Our Management - Key Managerial Personnel and Senior
Management” on page 294.
Managing Director The managing director of our Company, namely Kanubhai Patel. For details, see
“Our Management – Board of Directors” on page 278.
Materiality Policy The policy adopted by our Board on Materiality on September 30, 2025, for
identification of: (a) outstanding material litigation proceedings; (b) Group
Company; and (c) material creditors, pursuant to the requirements of the SEBI ICDR
Regulations and for the purposes of disclosure in the Draft Red Herring Prospectus,
the Red Herring Prospectus and this Prospectus.
MoA/ Memorandum of The memorandum of association of our Company, as amended.
Association
Nomination and Remuneration The nomination and remuneration committee of our Board, constituted in accordance
Committee with the applicable provisions of the Companies Act, the SEBI Listing Regulations
and as described in “Our Management – Committees of the Board – Nomination and
Remuneration Committee” on page 290.
Promoters The promoters of our Company in terms of Regulation 2(1) (oo) of the SEBI ICDR
Regulations namely, Kalpesh Dhanjibhai Patel, Kanubhai Patel and Vasantkumar
Narayanbhai Patel. For further details, please see “Our Promoters and Promoter
Group” on page 297.
Promoter Group Persons and entities constituting the promoter group of our Company in terms of
Regulation 2(1)(pp) of the SEBI ICDR Regulations, as disclosed in “Our Promoters
and Promoter Group” on page 297.
Registered and Corporate Office/ The registered and corporate office of our Company situated at 703 to 706, 7th Floor,
Registered Office Fortune Business Hub, Nr. Shell Petrol Pump, Science City Road, Sola, Ahmedabad-
380060, Gujarat, India.
Registrar of Companies/RoC The Registrar of Companies, Gujarat at Ahmedabad.
Restated Financial Information / The restated financial information of our Company as at and for the nine months
Restated Financial Statements period ended December 31, 2025 and as at and for the Financial Years ended March
31, 2025, March 31, 2024 and March 31, 2023, which comprises the restated
statement of assets and liabilities as at the nine months period ended December 31,
2025 and as at March 31, 2025, March 31, 2024 and March 31, 2023, the restated
statement of profit and loss (including other comprehensive income), the
2Term Description
restated statement of changes in equity, the restated statement of cash flow for
the nine months period ended December 31, 2025 and for the Financial Years ended
March 31, 2025, March 31, 2024 and March 31, 2023 and the summary of
significant accounting policies and other explanatory information prepared, in terms
of the requirements of Section 26 of Part I of Chapter III of the Companies Act, 2013,
SEBI ICDR Regulations and the Guidance Note on “Reports in Company
Prospectuses (Revised 2019)” issued by ICAI, as amended from time to time.
Senior Management/ Senior Senior management of our Company in terms of Regulation 2(1) (bbbb) of the SEBI
Management Personnel/ SMP ICDR Regulations and as further described in “Our Management-Key Managerial
Personnel and Senior Management” on page 294.
Shareholders The shareholders of our Company from time to time.
Stakeholders Relationship The Stakeholders’ Relationship Committee of our Board, constituted in accordance
Committee with the applicable provisions of the Companies Act and the SEBI Listing
Regulations and as described in “Our Management – Board committees –
Stakeholders’ Relationship Committee” on page 291.
Whole-Time Director The whole-time director of our Company being Vasantkumar Narayanbhai Patel. For
further details, please see “Our Management – Board of Directors” on page 278.
Offer related terms
Term Description
Abridged Prospectus Abridged prospectus means the memorandum dated April 04, 2026 containing such
salient features of a prospectus as may be specified by the SEBI in this behalf.
Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder
as proof of registration of the Bid cum Application Form.
Allot/ Allotment/ Allotted Unless the context otherwise requires, the allotment of the Equity Shares pursuant to
the Fresh Issue and transfer of the Equity Shares by the Promoter Selling
Shareholders pursuant to the Offer for Sale to successful Bidders.
Allotment Advice Note or advice or intimation of Allotment sent to the successful Bidders who have
been or are to be Allotted the Equity Shares after the Basis of Allotment has been
approved by the Designated Stock Exchange.
Allottee(s) A successful Bidder(s) to whom the Equity Shares are Allotted.
Anchor Investor A Qualified Institutional Buyer, who applied under the Anchor Investor Portion
in accordance with the requirements specified in the SEBI ICDR Regulations and
the Red Herring Prospectus and this Prospectus who had Bid for an amount of at
least ₹ 1,000.00 lakhs.
Anchor Investor Allocation Price The price, i.e., ₹ 175.00 per Equity Share at which Equity Shares wereallocated to
Anchor Investors in terms of the Red Herring Prospectus and this Prospectus, which
was decided by our Company, in consultation with the BRLM, on the Anchor
Investor Bidding Date.
Anchor Investor Application The application form used by an Anchor Investor to make a Bid in the Anchor
Form Investor Portion, and which was considered as an application for Allotment in
terms of the Red Herring Prospectus and this Prospectus.
Anchor Investor Bidding Date Wednesday, April 08, 2026, being one Working Day prior to the Bid/Offer Opening
Date, on which Bids by Anchor Investors were submitted, prior to and after which
the BRLM did not accept any Bids from Anchor Investors, and allocation to Anchor
Investors was completed.
Anchor Investor Offer Price Final price, in this case being ₹ 175.00 per Equity Share, at which the Equity Shares
were issued and Allotted to Anchor Investors in terms of the Red Herring Prospectus
and this Prospectus.
The Anchor Investor Offer Price was decided by our Company, in consultation with
the BRLM.
Anchor Investor Pay-in Date With respect to Anchor Investors, the Anchor Investor Biding Date i.e. Wednesday,
April 08, 2026.
Anchor Investor Portion 25,72,270* Equity shares being 60% of the QIB Portion which was allocated by our
Company in consultation with the BRLM, to Anchor Investors on a discretionary
basis, in accordance with the SEBI ICDR Regulations.
40% of the Anchor Investor Portion was reserved in the following manner (i) 33.33%
3Term Description
of the Anchor Investor Portion was reserved for domestic Mutual Funds; and (ii)
6.67% of the Anchor Investor Portion was reserved for Life Insurance Companies
and Pension Funds, subject to valid Bids having been received from domestic Mutual
Funds, Life Insurance Companies and Pension Funds at or above the Anchor Investor
Allocation Price, in accordance with the SEBI ICDR Regulations.
*Subject to finalization of the Basis of Allotment.
Application Supported by An application, whether physical or electronic, used by ASBA Bidders to make a
Blocked Amount/ ASBA Bid and authorize an SCSB to block the Bid Amount in the ASBA Account and
included applications made by UPI Bidders using the UPI Mechanism where the Bid
Amount was blocked upon acceptance of UPI Mandate Request by the UPI Bidders
using the UPI Mechanism.
ASBA Account A bank account maintained by an ASBA Bidder with a SCSB and specified in the
ASBA Form submitted by such ASBA Bidder in which funds were blocked by such
SCSB to the extent specified in the ASBA Form submitted by such ASBA Bidder
and includes a bank account maintained by a UPI Bidder linked to a UPI ID, which
was blocked by the SCSB upon acceptance of the UPI Mandate Request in relation
to a Bid by a UPI Bidder Bidding through the UPI Mechanism.
ASBA Bid A Bid made by an ASBA Bidder.
ASBA Bidders All Bidders 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 Collectively, the Escrow Collection Bank, Refund Bank, Sponsor Banks and the
Public Offer Account Bank, as the case may be.
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Offer,
as described in “Offer Procedure” on page 445.
Bid(s) An indication to make an offer during the Bid/Offer Period by an ASBA Bidder
pursuant to submission of the ASBA Form, or on the Anchor Investor Bidding Date
by an Anchor Investor pursuant to submission of the Anchor Investor Application
Form, to subscribe to or purchase the Equity Shares at a price within the Price Band,
in terms of the Red Herring Prospectus and the Bid cum Application Form.
The term “Bidding” was construed accordingly.
Bid Amount The highest value of optional Bids indicated in the Bid cum Application Form and
payable by the Bidder and, in the case of RIIs Bidding at the Cut off Price, the Cap
Price multiplied by the number of Equity Shares Bid for by such RIIs and mentioned
in the Bid cum Application Form and payable by the Bidder or blocked in the ASBA
Account of the ASBA Bidders, as the case maybe, upon submission of the Bid in the
Offer, as applicable.
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires.
Bid Lot 85 Equity Shares of face value of ₹10 each and in multiples of 85 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, being Monday, April
13, 2026.
Bid/Offer Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which
the Designated Intermediaries started accepting bids for the Offer, being Thursday,
April 09, 2026.
Bid/ Offer Period Except in relation to Bids by Anchor Investors, the period between Thursday, April
09, 2026 and Monday April 13, 2026.
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, which included an Anchor Investor.
Bidding Centers Centers at which the Designated Intermediaries could have accepted the ASBA
Forms, i.e., Designated SCSB Branches for SCSBs, Specified Locations for
Syndicate, Broker Centers for Registered Brokers, Designated RTA Locations for
RTAs and Designated CDP Locations for CDPs.
4Term Description
Book Building Process Book building process, as provided in Part A, Schedule XIII of the SEBI ICDR
Regulations, in terms of which the Offer was made.
Book Running Lead Manager/ The book running lead manager to the Offer namely, Beeline Capital Advisors
BRLM/Manager Private Limited.
Broker Centers Broker Centers of the Registered Brokers where ASBA Bidders could have
submitted the ASBA Forms, provided that UPI Bidders may only submit ASBA
Forms at such broker Centers if they are Bidding using the UPI Mechanism. The
details of such broker Centers, 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).
Beeline Beeline Capital Advisors Private Limited
CAN/ Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who
Allocation Note had allocated the Equity Shares, on/after the Anchor Investor Bidding Date.
Cap Price The higher end of the price band being ₹175.00 per Equity Share of face value of
₹10 each.
Cash Escrow and Sponsor Bank The agreement dated April 02, 2026, entered into amongst our Company, the
Agreement Promoter Selling Shareholders, the Registrar to the Offer, the BRLM, the Syndicate
Members and Bankers to the Offer for collection of the Bid Amounts from Anchor
Investors, transfer of funds to the Public Offer Account and where applicable
remitting refunds, if any, to Bidders, on the terms and conditions thereof.
Client ID Client identification number maintained with one of the Depositories in relation to
the Bidder’s beneficiary account.
Collecting Depository A depository participant as defined under the Depositories Act, 1996, registered with
Participant/ CDP SEBI and who is eligible to procure Bids at the Designated CDP Locations in terms
of the SEBI circular no. CIR/CFD/POLICYCELL/11/2015 dated November 10,
2015, and the SEBI UPI Circulars, issued by SEBI and as per the list available on
the websites of BSE and NSE, as updated from time to time.
Collecting Registrar and Share Registrar and share transfer agents registered with SEBI and eligible to procure Bids
Transfer Agents/ CRTAs/ RTAs at the Designated RTA Locations in terms of, among others, SEBI circular no.
CIR/CFD/POLICYCELL/11/2015 dated November 10, 2015, issued by SEBI.
Cut-off Price Offer Price, being ₹175.00 per Equity Share of face value of ₹10 finalised by our
Company, in consultation with the BRLM. Only Retail Individual Investors were
entitled to Bid at the Cut-off Price. QIBs (including Anchor Investors) and Non-
Institutional Investors were not entitled to Bid at the Cut-off Price.
Demographic Details Details of the Bidders including the Bidder’s address, name of the Bidder’s
father/husband, investor status, occupation and bank account details and UPI ID,
where applicable.
Designated CDP Locations Such locations of the CDPs where Bidders (other than Anchor Investors) submitted
the ASBA Forms. The details of such Designated CDP Locations, along with names
and contact details of the Collecting Depository Participants eligible to accept ASBA
Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com).
Designated Date The date on which funds are transferred from the Escrow Accounts and the amounts
blocked are transferred from the ASBA Accounts, as the case may be, to the Public
Offer Account or the Refund Account, as appropriate, in terms of the Red Herring
Prospectus and this Prospectus, after the finalisation of the Basis of Allotment in
consultation with the Designated Stock Exchange, following which Equity Shares
were Allotted to successful Bidders in the Offer.
Designated Intermediaries Collectively, the members of the Syndicate, sub-syndicate or agents, SCSBs (other
than in relation to RIBs using the UPI Mechanism), Registered Brokers, CDPs and
RTAs, who were authorised to collect Bid cum Application Forms from the relevant
Bidders, in relation to the Offer.
In relation to ASBA Forms submitted by RIBs Bidding in the Retail Portion by
authorising an SCSB to block the Bid Amount in the ASBA Account, Designated
Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount was
blocked upon acceptance of UPI Mandate Request by such UPI Bidder using the UPI
5Term Description
Mechanism, Designated Intermediaries shall mean Syndicate, sub-syndicate/agents,
Registered Brokers, CDPs, SCSBs and RTAs.
In relation to ASBA Forms submitted by QIBs and Non-Institutional Bidders (not
using the UPI Mechanism), Designated Intermediaries shall mean Syndicate, sub-
syndicate/ agents, SCSBs, Registered Brokers, the CDPs and RTAs
Designated RTA Locations Such locations of the CRTAs where Bidders (other than Anchor Investors) could
have submitted the ASBA Forms to CRTAs.
The details of such Designated CRTA Locations, along with names and contact
details of the CRTAs 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
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 BSE
Draft Red Herring Prospectus/ The draft red herring prospectus dated September 30, 2025 issued in accordance with
DRHP 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 FPI(s) FPI(s) that were eligible to participate in the Offer in terms of applicable law and
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 constitutes an invitation to subscribe or purchase the
Equity Shares.
Eligible NRI(s) A non-resident Indian, resident in a jurisdiction outside India where it was 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 or purchase for the Equity Shares.
Escrow Accounts Accounts opened with the Escrow Collection Bank and in whose favour the Anchor
Investors transferred money through direct credit/NEFT/RTGS/NACH in respect of
the Bid Amount when submitting a Bid.
Escrow Collection Bank The Bank which is a clearing member and registered with SEBI as a banker to an
issue under the SEBI BTI Regulations and with whom the Escrow Accounts were
opened, in this case being Yes Bank Limited.
First Bidder or Sole Bidder Bidder whose name was mentioned in the Bid cum Application Form or the Revision
Form and in case of joint Bids, whose name apperared as the first holder of the
beneficiary account held in joint names.
Floor Price The lower end of the Price Band, being ₹166.00 per Equity Share of face value of
₹10 each.
Fraudulent Borrower Fraudulent borrower as defined under Regulation 2(1)(lll) of the SEBI ICDR
Regulations.
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the
Fugitive Economic Offenders Act, 2018.
Fresh Issue The fresh issue of 75,75,000* Equity Shares of face value of ₹ 10 each for cash at a
price of ₹ 175.00 each (including a share premium of ₹ 165.00 each), aggregating ₹
13,256.25* lakhs. For information, see “The Offer” on page 74.
*Subject to finalization of the Basis of Allotment.
General Information Document The General Information Document for investing in public offers, prepared and
or GID issued in accordance with the SEBI circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37)
dated March 17, 2020, issued by SEBI, suitably modified and updated pursuant to,
among others, the UPI Circulars and any subsequent circulars or notifications issued
by SEBI from time to time.
Gross Proceeds The gross proceeds of the Fresh Issue that will be available to our Company.
KPIs The key performance indicators which 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 in comparison to our peers.
6Term Description
For further details please see “Basis for Offer Price” and “Our Business” sections
beginning on pages 134 and 239, respectively.
ISIN International Securities Identification Number of our Company being
INE25E901019.
Mobile App(s) The mobile applications listed on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4
or such other website as may be updated from time to time, which may be used by
UPI Bidders to submit Bids using the UPI Mechanism.
Monitoring Agency Crisil Ratings Limited
Monitoring Agency Agreement The agreement dated March 31, 2026 entered into between our Company and the
Monitoring Agency.
Mutual Funds Mutual funds registered with SEBI under the Securities and Exchange Board of India
(Mutual Funds) Regulations, 1996. With effect from April 1, 2026, the Securities
and Exchange Board of India (Mutual Funds) Regulations, 2026 has replaced the
subsisting regulations.
Mutual Fund Portion The portion of the Offer being 5% of the Net QIB Portion consisting of 85,762*
Equity Shares which was made available for allocation to Mutual Funds only on a
proportionate basis, subject to valid Bids having been received at or above the Offer
Price.
*Subject to finalization of the Basis of Allotment.
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the
Anchor Investors.
Net Proceeds Proceeds of the Fresh Issue less our Company’s share of the Offer expenses. For
further details regarding the use of the Net Proceeds and the Offer related expenses,
see “Objects of the Offer” beginning on page 112.
Non-Institutional Bidders/ Non- All Bidders that were not QIBs or Retail Individual Investors and who had Bid for
Institutional Investors/ NIIs Equity Shares for an amount more than ₹ 2.00 lakhs (but not including NRIs other
than Eligible NRIs).
Non-Institutional Portion The portion of the Offer having been not less than 15% of the Offer, consisting of
12,86,250* Equity Shares, which was made available for allocation to Non-
Institutional Investors in accordance with the SEBI ICDR Regulations, subject to
valid Bids having been received at or above the Offer Price, out of which i) one third
shall be reserved for Bidders with Bids exceeding ₹ 2.00 lakhs up to ₹ 10.00 lakhs;
and ii) two-thirds shall be reserved for Bidders with Bids exceeding ₹ 10.00 lakhs.
Provided that the unsubscribed portion in either of the sub-categories specified in
clauses (i) or (ii), would have been allocated to Bidders in the other sub-category of
Non-Institutional Bidders, subject to valid Bids having been received at or above the
Offer Price
*Subject to finalization of the Basis of Allotment.
Non-Resident/NR A person resident outside India, as defined under FEMA and includes NRIs, FPIs
and FVCIs.
Offer The initial public offering of to 85,75,000* Equity Shares of face value of ₹ 10 each
for cash at a price of ₹ 175.00 each (including a share premium of ₹ 165 each),
aggregating to ₹ 15,006.25* lakhs by our Company comprising a Fresh Issue of
75,75,000* Equity Shares aggregating to 13,256.25* lakhs and an Offer for Sale of
10,00,000* Equity Shares of face value of ₹ 10 each aggregating to ₹ 1,750.00* lakhs
by the Promoter Selling Shareholders. For further information, see “The Offer” on
page 74.
*Subject to finalization of the Basis of Allotment.
Offer Agreement The agreement dated September 30, 2025 amongst our Company, the Promoter
Selling Shareholders and the BRLM, pursuant to which certain arrangements are
agreed to in relation to the Offer.
Offer for Sale The offer for sale component of the Offer of 10,00,000* Equity Shares of face value
of ₹ 10 each aggregating to ₹ 1,750.00* lakhs by the Promoter Selling Shareholders.
7Term Description
*Subject to finalization of the Basis of Allotment.
Offer Price ₹ 175.00 per Equity Share, being the final price within the Price Band, at which
Equity Shares of face value of ₹ 10 each were Allotted to successful Bidders,
The Offer Price was decided by our Company, in consultation with the BRLM on
the Pricing Date, in accordance with the Book Building Process and in terms of the
Red Herring Prospectus.
Offer Proceeds The proceeds of the Fresh Issue which shall be available to our Company. For further
information about use of the Offer Proceeds, see “Objects of the Offer” on page 112.
Offered Shares 10,00,000* Equity Shares of face value of ₹ 10 each aggregating to ₹ 1,750.00* lakhs
being offered by the Promoter Selling Shareholders in the Offer for Sale.
*Subject to finalization of the Basis of Allotment.
Price Band Price band of a minimum price of ₹ 166.00 per Equity Share (Floor Price) and the
maximum price of ₹ 175.00 per Equity Share (Cap Price).
Pricing Date The date on which our Company, in consultation with the BRLM, finalised the Offer
Price.
Prospectus This Prospectus dated April 14, 2026 filed with the RoC in accordance with the
Companies Act, 2013, and the SEBI ICDR Regulations 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..
Public Offer Account Bank account to be opened with the Public Offer Account Bank under Section 40(3)
of the Companies Act, 2013, to receive monies from the Escrow Accounts and
ASBA Accounts on the Designated Date.
Public Offer Account Bank The bank with which the Public Offer Account is opened for collection of Bid
Amounts from Escrow Accounts and ASBA Accounts on the Designated Date, in
this case being HDFC Bank Limited.
Promoter Selling Shareholders Collectively, Kalpesh Dhanjibhai Patel, Kanubhai Patel And Vasantkumar Narayanbhai
Patel.
QIB Category/ QIB Portion The portion of the Offer (including the Anchor Investor Portion being not more than
50% of the Offer comprising not more than 42,87,500* Equity Shares, which were
Allotted to QIBs (including Anchor Investors) on a proportionate basis, including
the Anchor Investor Portion (in which allocation shall be on a discretionary basis, as
determined by our Company, in consultation with the BRLM), subject to valid Bids
having been received at or above the Offer Price (or Anchor Investors)
*Subject to finalization of the Basis of Allotment.
Qualified Institutional Buyers/ Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI
QIBs/ QIB Bidders ICDR Regulations.
Red Herring Prospectus/ RHP The red herring prospectus dated April 04, 2026 issued in accordance with Section
32 of the Companies Act, 2013 and the provisions of the SEBI ICDR Regulations,
which did not have complete particulars of the price at which the Equity Shares will
be offered and the size of the Offer The Bid/Offer Opening Date was at least three
Working Days after the filing of Red Herring Prospectus with the RoC.
Refund Account The account opened with the Refund Bank, from which refunds, if any, of the whole
or part of the Bid Amount to the Anchor Investors shall be made.
Refund Bank The Banker to the Offer which are a clearing member registered with SEBI under
the SEBI BTI Regulations with whom the Refund Account was opened, in this case
being Yes Bank Limited.
Registered Brokers Stockbrokers registered with the stock exchanges having nationwide terminals, other
than the members of the Syndicate and eligible to procure Bids in terms of SEBI
circular number CIR/CFD/14/2012 dated October 4, 2012, and the UPI Circulars,
issued by SEBI.
Registrar Agreement The agreement dated September 17, 2025 between our Company, the Promoter
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.
Registrar to the Offer/ Registrar MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
8Term Description
Retail Individual Bidders/ Retail Individual Bidders, who had Bid for the Equity Shares for an amount not more than
Individual Investors(s)/ RII(s) / ₹ 2.00 lakhs in any of the bidding options in the Offer (including HUFs applying
RIB(s) through their Karta and Eligible NRIs and does not include NRIs other than Eligible
NRIs).
Retail Portion The portion of the Offer being not less than 35% of the Offer consisting of
30,01,250* Equity Shares, which 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.
* Subject to finalization of the Basis of Allotment.
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid
Amount in any of their ASBA Form(s) or any previous Revision Form(s).
QIB Bidders and Non-Institutional Investors were not allowed to withdraw or lower
their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage.
Retail Individual Investors could revise their Bids during the Bid/Offer Period and
could withdraw their Bids until Bid/Offer Closing Date.
SCORES Securities and Exchange Board of India Complaints Redress System.
Self-Certified Syndicate (i) The banks registered with SEBI, which offered services in relation to ASBA
Bank(s)/ SCSB(s) (other than through UPI Mechanism), a list of which is available on the website of
SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3
4 or
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=3
5, as applicable, or such other website as updated from time to time, and
(ii) The banks registered with SEBI, enabled for UPI Mechanism, a list of which is
available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=4
or such other website as updated from time to time.
Share Escrow Agent The share escrow agent appointed pursuant to the Share Escrow Agreement, namely,
MUFG Intime India Private Limited.
Share Escrow Agreement The agreement dated April 02, 2026 entered into between our Company, the
Promoter Selling Shareholders and the Share Escrow Agent in connection with the
transfer of the respective portion of Equity Shares being offered by each Promoter
Selling Shareholders in the Offer for Sale portion of the Offer and credit of such
Equity Shares to the demat account of the Allottees in accordance with the Basis of
Allotment.
Specified Locations Bidding Centers where the Syndicate accepted ASBA Forms from Bidders, a list of
which was included in the Bid cum Application Form.
Sponsor Banks The Bankers to the offer registered with SEBI, which were appointed by our
Company to act as a conduit between the Stock Exchanges and NPCI in order to
push the UPI Mandate Request and/or payment instructions of the UPI Bidders using
the UPI and carry out other responsibilities, in terms of the UPI Circulars, in this
case being HDFC Bank Limited and Yes bank Limited.
Stock Exchanges Collectively, BSE Limited and National Stock Exchange of India Limited.
Sub-syndicate Members The sub syndicate members, if any, appointed by the BRLM and the Syndicate
Members, to collect ASBA Forms and Revision Forms.
Syndicate Agreement The agreement dated April 02, 2026 entered into amongst our Company, the
Promoter Selling Shareholders, the BRLM, the Syndicate Members and the
Registrar, in relation to collection of Bids by the Syndicate.
Syndicate Members Intermediaries (other than the BRLM) registered with SEBI who are permitted to
carry out activities in relation to collection of Bids and as underwriters, namely,
Spread X Securities Private Limited.
Syndicate/ members of the Together, the BRLM and the Syndicate Members.
Syndicate
Systemically Important Non- Systemically important non-banking financial company as defined under Regulation
Banking Financial Company/ 2(1)(iii) of the SEBI ICDR Regulations.
NBFC-SI
9Term Description
Underwriters Beeline Capital Advisors Private Limited and Spread X Securities Private Limited.
Underwriting Agreement The agreement dated April 14, 2026 entered among the Underwriters, the Promoter
Selling Shareholders and our Company to be entered into on or after the Pricing
Date, but prior to filing of the Prospectus with RoC.
UPI Unified Payments Interface, which is an instant payment mechanism, developed by
NPCI.
UPI Bidder(s) Collectively, individual investors who applied as Retail Individual Investors in the
Retail Portion, and individuals applying as Non-Institutional Investors with a Bid
Amount of up to ₹ 5.00 lakhs 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 Collecting Registrar and
Share Transfer Agents.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5,
2022, all individual investors who applied in public issues where the application
amount is up to ₹ 5.00 lakhs shall use UPI and were required to provide their UPI
ID in the bid-cum- application form submitted with: (i) a syndicate member, (ii) a
stock broker registered with a recognized stock exchange (whose name is mentioned
on the website of the stock exchange as eligible for such activity), (iii) a depository
participant (whose name is mentioned on the website of the stock exchange as
eligible for such activity), and (iv) a registrar to an issue and share transfer agent
(whose name is mentioned on the website of the stock exchange as eligible for such
activity).
UPI Circulars SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 (to the
extent such circular is not rescinded by the SEBI RTA Master Circular, as applicable
to RTA), SEBI RTA Master Circular (to the extent that it pertains to the UPI
Mechanism), SEBI ICDR Master Circular, along with the circulars issued by the
Stock Exchanges in this regard, including the circular issued by the NSE having
reference no. 25/2022 dated August 3, 2022, and the circular issued by BSE having
reference no. 20220803-40 dated August 3, 2022 and any subsequent circulars or
notifications issued by SEBI or the Stock Exchanges in this regard.
UPI ID ID created on Unified Payment Interface (UPI) for single-window mobile payment
system developed by the NPCI.
UPI Mandate Request A request (intimating the UPI Bidders, by way of a notification on the UPI linked
mobile application as disclosed by SCSBs on the website of SEBI and by way of an
SMS directing the UPI Bidders to such UPI linked mobile application) to the UPI
Bidders using the UPI Mechanism initiated by the Sponsor Banks to authorised
blocking of funds equivalent to the Bid Amount in the relevant ASBA Account
through the UPI linked mobile application, and the subsequent debit of funds in case
of Allotment.
In accordance with the applicable UPI Circulars, UPI Bidders, Bidding may apply
through the SCSBs and mobile applications, whose names appears on the website of
the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&in
tmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&in
tmId=43) respectively, as updated from time to time
UPI Mechanism The Bidding mechanism that was used by UPI Bidders to make Bids in the Offer in
accordance with UPI Circulars.
UPI PIN Password to authenticate UPI transaction.
Wilful Defaulter or Fraudulent Wilful defaulter or a fraudulent borrower as defined under Regulation 2(1)(lll) of the
Borrower SEBI ICDR Regulations.
Working Day(s) All days on which commercial banks in Ahmedabad, Maharashtra, India are open
for business, provided however, for the purpose of announcement of the Price Band
and the Bid/Offer Period, “Working Day” shall mean all days, excluding all
Saturdays, Sundays and public holidays on which commercial banks in Ahmedabad,
India are open for business and the time period between the Bid/Offer Closing Date
and 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 in
10Term Description
India in accordance with circulars issued by SEBI, including UPI Circulars.
Conventional and general terms and abbreviations
Term Description
A/c Account.
AGM Annual General Meeting.
AIF Alternate Investment Fund.
BSE BSE Limited.
CAGR Compounded Annual Growth Rate.
Category I AIF AIFs registered as “Category I Alternative Investment Funds” under the SEBI AIF
Regulations.
Category I FPIs FPIs registered as “Category I Foreign Portfolio Investors” under the SEBI FPI
Regulations.
Category II AIF AIF AIFs registered as “Category II Alternative Investment Funds” under the SEBI
AIF Regulations.
Category II FPIs FPIs registered as “Category II Foreign Portfolio Investors” under the SEBI FPI
Regulations.
Category III AIF AIFs registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulations.
Calendar Year or year Unless the context otherwise requires, shall refer to the twelve-month period ending
December 31.
CDSL Central Depository Services (India) Limited.
CGST Central Goods and Services Tax.
CIN Corporate Identity Number.
Copyright Act Copyright Act, 1957.
Companies Act, 1956 Companies Act, 1956, and the rules, regulations, notifications, modifications and
clarifications made thereunder, as the context requires.
Companies Act, 2013/ Companies Act, 2013 and the rules, regulations, notifications, modifications and
Companies Act clarifications thereunder.
Consolidated FDI Policy The FDI Policy, effective from October 15, 2020, issued by the DPIIT, and any
amendments or substitutions thereof, issued from time to time.
COVID-19 A public health emergency of international concern as declared by the World Health
Organization on January 30, 2020, and a pandemic on March 11, 2020.
CSR Corporate Social Responsibility.
Demat Dematerialised.
Depositories Act Depositories Act, 1996 read with the rules and regulations thereunder.
Depository or Depositories NSDL and CDSL.
DIN Director Identification Number.
DP ID Depository Participant’s Identification Number.
DP/ Depository Participant A depository participant as defined under the Depositories Act.
DPIIT The Department for Promotion of Industry and Internal Trade, Ministry of
Commerce and Industry, Government of India.
EGM Extra-ordinary General Meeting.
EPCG Export Promotion Capital Goods
EPS Earnings Per Share.
Er. Engineer.
ESOP Employee Stock Option Plan.
FCNR Account Foreign Currency Non Resident Account.
FDI Foreign Direct Investment.
FEMA Foreign Exchange Management Act, 1999, including the rules and regulations
thereunder.
FEMA Rules Foreign Exchange Management (Non-debt Instruments) Rules, 2019, as amended.
Financial Year, Fiscal, FY/ F.Y. Period of twelve months ending on March 31 of that particular year, unless stated
otherwise.
11Term Description
FI Financial institutions.
FPI(s) A foreign portfolio investor who has been registered pursuant to the SEBI FPI
Regulations.
FVCI Foreign Venture Capital Investors (as defined under the Securities and Exchange
Board of India (Foreign Venture Capital Investors) Regulations, 2000) registered
with SEBI.
GAAP Generally Accepted Accounting Principles.
GIR Number General Index Registry number.
GoI / Central Government Government of India.
GST Goods and Services Tax.
GSTIN Goods and Services Tax Identification Number.
HUF Hindu Undivided Family.
ICAI The Institute of Chartered Accountants of India.
IFRS International Financial Reporting Standards.
IND AS Accounting Standards notified under Section 133 of the Companies Act, 2013 read
with the Companies (Indian Accounting Standards) Rules, 2015, as amended.
Ind AS Rules Companies (Indian Accounting Standards) Rules, 2015.
India Republic of India.
Indian GAAP Generally Accepted Accounting Principles in India, being, accounting principles
generally accepted in India including the accounting standards specified under
Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies
(Accounts) Rules, 2014, as amended.
IGST Integrated GST.
IPO Initial Public Offer.
IT Information Technology.
IRDAI Insurance Regulatory and Development Authority of India.
IT Act The Information Technology Act, 2000.
I.T. Act The Income Tax Act, 2025.
KPI Key Performance Indicators.
Life Insurance Companies Entities registered with the Insurance Regulatory and Development Authority of
India under the provisions of the Insurance Act, 1938
MCA Ministry of Corporate Affairs, Government of India.
MCLR Marginal cost of fund-based lending rate.
MSME Micro, Small and Medium Enterprises.
N.A. or NA Not applicable.
NACH National Automated Clearing House.
NAV Net asset value.
NBFC Non-Banking Finance Company.
NEFT National electronic fund transfer.
Non-Resident A person resident outside India, as defined under FEMA.
NPCI National Payments Corporation of India.
NRE Account Non-resident external account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016.
NRI/ Non-Resident Indian A person resident outside India who is a citizen of India as defined under the Foreign
Exchange Management (Deposit) Regulations, 2016 or is an ‘Overseas Citizen of
India’ cardholder within the meaning of section 7(A) of the Citizenship Act, 1955.
NRO Account Non-resident ordinary account established in accordance with the Foreign Exchange
Management (Deposit) Regulations, 2016.
NSDL National Securities Depository Limited.
NSE National Stock Exchange of India Limited.
OCB/ 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 the beneficial interest is irrevocably held by NRIs directly or indirectly and
which was in existence on October 3, 2003, and immediately before such date had
taken benefits under the general permission granted to OCBs under the FEMA.
12Term Description
OCBs are not allowed to invest in the Offer.
P/E Ratio Price/earnings ratio.
PAN Permanent account number allotted under the I.T. Act.
Pension Funds Funds registered with the Pension Fund Regulatory and Development Authority
under the provisions of the Pension Fund Regulatory and Development Authority
Act, 2013
PLR Prime Lending Rate
Provident Fund Provident Fund for employees managed by the Employee’s Provident Fund
Organisation in India.
R&D Research and development.
RBI Reserve Bank of India.
Regulation S Regulation S under the U.S. Securities Act.
RONW Return on net worth.
Rs. / Rupees/ ₹ / INR Indian Rupees.
RTGS Real time gross settlement.
SCRA Securities Contracts (Regulation) Act, 1956.
SCRR Securities Contracts (Regulation) Rules, 1957.
SEBI Securities and Exchange Board of India constituted under the SEBI Act.
SEBI Act Securities and Exchange Board of India Act, 1992.
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investment Funds) Regulations,
2012.
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994.
SEBI Depository Regulations Securities and Exchange Board of India (Depositories and Participants) Regulations,
1996 as amended from time to time.
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 no. HO/49/14/14(2)2026-CFD-POD2/I/4518/2026 dated
February 09, 2026.
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018.
SEBI Insider Trading Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,
Regulations 2015.
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015.
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992.
Regulations
SEBI Mutual Funds Regulations Securities and Exchange Board of India (Mutual Funds) Regulations, 1996. With
effect from April 1, 2026, the Securities and Exchange Board of India (Mutual
Funds) Regulations, 2026 shall replace the subsisting regulations.
SEBI RTA Master Circular SEBI master circular bearing number HO/38/13/(4)2026-MIRSD-POD/I/4298/2026
dated February 06, 2026.
SEBI Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and
Takeovers) Regulations, 2011.
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996
as repealed pursuant to SEBI AIF Regulations.
SGST State Goods and Services Tax.
State Government Government of a state of India.
STT Securities Transaction Tax.
TY Tax Year
UAE United Arab Emirates
U. S. Securities Act United States Securities Act of 1933, as amended.
US GAAP Generally Accepted Accounting Principles in the United States of America.
USA/ U.S. / US The United States of America.
13Term Description
USD / U.S.$ United States Dollars.
USA/ U.S. / US The United States of America.
TAN Tax deduction account number
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.
WACA Weighted Average Cost of Acquisition.
Technical and Industry Related Terms or Abbreviations
Term Description
Order Book Order Book refers to the total value of all confirmed and unexecuted orders (excluding
GST) that a company has on hand at a given point in time.
EPC Engineering, procurement, and construction
EHV Extra-high voltage
HV High-voltage
O&M Operation and maintenance
CKM Circuit kilometers
kV kilovolts
GETCO Gujarat Energy Transmission Corporation Limited
GDP Gross Domestic Product
GVA Gross Value Added
ISO International Organization for Standardization
AIS Air Insulated Substation
GIS Gas Insulated Substation
SCADA Supervisory Control and Data Acquisition
CBIP Central Board of Irrigation and Power
OEM Original Equipment Manufacturer
D/C Direct Current
LILO Line In Line Out
JV Joint Venture
MW Megawatt
S/S Sub-station
O/H Over-head
ROW Right-of-way
S/C Single Circuit
ARC Annual Maintenance Contract
ACSR Aluminium Conductor Steel Reinforced
TR Transformer
XLPE Cross-Linked Polyethylene
Al. Aluminium
QD Quadruple Conductor
MT Metric Ton
HVDC High Voltage Direct Current
REZ Renewable Energy Zones
RE Renewable Energy
T&D Transmission & Distribution
MVA Mega Volt-Ampere
LOA Letter of Award
RFQ Requests for quotations
14Term Description
L1 Lowest bid
PSU Public Sector Undertakings
UG Underground
UPS Uninterruptible power supplies
CSR Corporate Social Responsibility
MV Medium Voltage
CEA Central Electricity Authority
UMPP Ultra Mega Power Projects
DISCOM Distribution Company
DDUGJY Deen Dayal Upadhyaya Gram Jyoti Yojana
RDSS Revamped Distribution Sector Scheme
PM-KUSUM Pradhan Mantri Kisan Urja Suraksha evam Utthaan Mahabhiyan
Key Performance Indicators
Sr
Metric Unit Description
No.
GAAP Measures
Represents the sum of revenue from operations and other income
1. Total Income (in ₹ Lakhs) earned by the Company. It gives a complete view of the Company’s
income sources.
Revenue from Income generated from the Company’s core business activities,
2. (in ₹ Lakhs)
Operations including sales and operating income.
The net profit remaining after deducting all expenses, interest,
3. Profit After Tax (in ₹ Lakhs)
depreciation, and taxes. It shows the Company’s actual profitability.
Net cash generated from operating activities as per cash flow
4. Operating Cash Flows (in ₹ Lakhs)
statements. It represents the Company’s cash-generating ability.
Non-GAAP Measures
The gross profit remining after deducting all the direct expenses. it
5. Gross Profit (in ₹ Lakhs) reflects the Company’s efficiency in managing project costs before
indirect expenses.
Measures profitability by dividing gross profit by total income. It
6. Gross Profit Margin (In %)
reflects efficiency in managing direct costs.
Net profit after tax as a percentage of total income. It reflects overall
7. PAT Margin (In %)
profitability after all expenses.
Ratio of cash flow from operations to EBITDA. It indicates how
8. CFO/EBITDA (In Times)
effectively earnings are being converted into cash.
Compares total borrowings to shareholders’ equity. It highlights the
9. Debt to Equity Ratio (In Times)
degree of financial leverage and risk.
Compares current assets to current liabilities. It measures the
10. Current Ratio (In Times)
Company’s short-term liquidity position.
Earnings before interest, tax, depreciation, and amortization. It
11. EBITDA (in ₹ Lakhs)
shows the operating profitability of the Company.
EBITDA expressed as a percentage of total income. It indicates
12. EBITDA Margin (In %)
operating efficiency and profitability.
Measures profit generated for each unit of shareholder equity. It
13. Return on Equity (RoE) (In %)
indicates how effectively capital is being used.
Return on Capital Operating profit as a percentage of capital employed. It shows how
14. (In %)
Employed (RoCE) efficiently total capital is being utilized.
Net Capital Turnover Measures how effectively working capital is used to generate sales.
15. (In Times)
Ratio Higher ratios indicate efficient capital utilization.
Operational Metric
16. Order Book (in ₹ Lakhs) Order Book refers to the total value of all confirmed and unexecuted
15Sr
Metric Unit Description
No.
orders (excluding GST) that a company has on hand at a given point
in time.
The value of projects awarded has been computed based on the
receipt of the letter of award/purchase order during the respective
17. Order Inflow (in ₹ Lakhs)
period/fiscal year and is presented exclusive of GST. It signals
market demand and business growth opportunities.
Total count of projects fully executed and delivered in relevant
Number of Projects
18. (In Numbers) period/period. It reflects operational capacity and execution track
Completed
record.
Number of Projects Represents projects currently under execution. It indicates ongoing
19. (In Numbers)
Ongoing workload and pipeline strength.
Represents unique number of total customers served in respective
20. Number of Customers (In Numbers)
period/fiscal indicating reducing diversification of customer base.
Book to bill ratio demonstrates whether demand is outpacing
21. Book to Bill Ratio (In Times)
delivery.
The project win rate (%) is the percentage of number of bids awared
as compared to total numbers of bid made in respective
22. Project Win Rate (in %)
period/fiscal. It reflects business competitiveness and sales
effectiveness.
16CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references in this Prospectus to “India” are to the Republic of India and its territories and possessions and all
references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government”
are to the Government of India, central or state, as applicable. All references herein to the “US”, “USA”, the “U.S.” or
the “United States” are to the United States of America and its territories and possessions. All references herein to “EU”
are to the European Union and its territories and possessions.
Unless indicated otherwise, all references to page numbers in this Prospectus are to page numbers of this Prospectus.
Financial Data
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March 31
of that particular calendar year and accordingly, all references to a particular financial year or fiscal are to the 12 month
period commencing on April 1 of the immediately preceding calendar year and ending on March 31 of that particular
calendar year. Unless the context requires otherwise, all references to a year in this Prospectus are to a calendar year and
references to a Fiscal/Fiscal Year are to the year ended on March 31, of that calendar year.
Unless indicated otherwise or the context requires otherwise, the financial information and financial ratios in this
Prospectus have been derived from the Restated Financial Information. For further information, see “Restated Financial
Information” on page 307.
The Restated Financial Information comprises of the Restated Statement of Asset and Liabilities as at nine months period
ended December 31, 2025 and as at March 31, 2025, March 31, 2024, and March 31, 2023, the Restated Statement of
Profit and Loss (including Other Comprehensive Income), the Restated Statement of Cash Flows and the Restated
Statement of Changes in Equity for the nine months period ended December 31, 2025 and for the years ended March 31,
2025, March 31, 2024 and March 31, 2023 and the notes comprising material accounting policies and other explanatory
information (collectively referred to as “Restated Financial Information”). The Restated Financial Information comply
in all material aspects with Indian Accounting Standards (Ind AS) notified under the Act, Companies (Indian Accounting
Standards) Rules, 2015 (as amended from time to time) and other relevant provisions of the Act.
The Restated Financial Information has been compiled from (i) the interim audited Ind AS financial statements of the
Company as at and for the nine months period ended December 31, 2025 and the audited Ind AS financial statements of
the Company as at and for the financial year ended March 31, 2025, prepared in accordance with the Indian Accounting
Standards (referred to as “Ind AS”) as prescribed 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 which have
been approved by the Board of Directors at their meeting held on February 20, 2026 and September 01, 2025,
respectively; (ii) the audited special purpose Ind AS financial statements of the Company as at and for each of the years
ended March 31, 2024 and March 31, 2023 (together hereinafter referred as the “Special Purpose Ind AS Financial
Statements”) each prepared in accordance with the Ind AS prescribed under section 133 of the Act read with Companies
(Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India,
which have been approved by the Board of Directors at their meeting held on September 01, 2025. These Special Purpose
Ind AS Financial Statements had been prepared by making adjustments required under Ind AS , as per the requirements
of Ind AS 101, First-time Adoption of the Indian Accounting Standards (‘Ind AS 101’), to the audited IGAAP financial
statements of the Company as at and for the years ended March 31 2024 and March 31, 2023 (the “Statutory Indian
GAAP Financial Statements”) prepared in accordance with the Accounting Standards as prescribed under Section 133
of the Act read with Companies (Accounting Standards) Rules 2021, as amended, and other accounting principles
generally accepted in India, which were approved by the Board of directors at their meeting held on September 15, 2024,
and September 05, 2023 respectively.
There are significant differences between Ind AS, Indian GAAP, US GAAP and IFRS. Our Company does not provide
reconciliation of its financial information to IFRS or US GAAP. Our Company has not attempted to explain those
differences or quantify their impact on the financial data included in this Prospectus and it is urged that you consult your
own advisors regarding such differences and their impact on our Company’s financial data. For details in connection with
risks involving differences between Ind AS, U.S. GAAP and IFRS, see “Risk Factors - Significant differences exist
between Ind AS and other accounting principles, such as US GAAP and International Financial Reporting Standards
(“IFRS”), which investors may be more familiar with and consider material to their assessment of our financial
condition.”on page 64. 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
17practices, the Companies Act, 2013 and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian
accounting policies and practices on the financial disclosures presented in this Prospectus should accordingly be limited.
Further, any figures sourced from third-party industry sources may be rounded off to other than two decimal points to
conform to their respective sources.
In this Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to rounding
off. All figures in decimals have been rounded off to the second decimal and all percentage figures have been rounded
off to two decimal places. In certain instances, discrepancies in any table between the sums of the amounts listed in the
table and totals are due to rounding off.
Further, any figures sourced from third party industry sources may be rounded off to other than to the second decimal to
conform to their respective sources.
Any percentage amounts, as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of
Financial Position and Results of Operations” on pages 22, 239 and 377, respectively, and elsewhere in this Prospectus,
unless otherwise stated or context requires otherwise, have been derived from Restated Financial Information or non-
GAAP financial measures as described below.
Non-Generally Accepted Accounting Principles Financial Measures (“Non-GAAP Measures”) and Operational
Measures
Certain measures included in this Prospectus, for instance PAT Margin, EBITDA, EBITDA Margin, Return on Equity
(RoE), Return on Capital Employed (RoCE), EBITDA, and Debt to Equity Ratio (the “Non-GAAP Measures and
Operational Measures’’), presented in this Prospectus are supplemental measures of our performance and liquidity that
are not required by, or presented in accordance with Ind AS, IFRS or US GAAP. Furthermore, these Non-GAAP Measures,
are not a measurement of our financial performance or liquidity under Indian GAAP, IFRS or US GAAP and should not
be considered as an alternative to net profit revenue from operations or any other performance measures derived in
accordance with Ind AS, IFRS or US GAAP or as an alternative to cash flow from operations or as a measure of our
liquidity. Further, these Non- GAAP Measures and other statistical and other information relating to operations and
financial performance should not be considered in isolation or construed as an alternative to cash flows, profit for the years
or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or
cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP,
IFRS or US GAAP. In addition, these Non-GAAP Measures and other statistical and other information relating to
operations and financial performance, are not standardised terms and may not be computed on the basis of any standard
methodology that is applicable across the industry and therefore, may not be comparable to financial measures of similar
nomenclature that may be computed and presented by other companies and are not measures of operating performance
or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies.
Further, they may have limited utility as a comparative measure. Although such Non-GAAP financial measures are not a
measure of performance calculated in accordance with applicable accounting standards, our Company’s management
believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a company’s
operating performance. For further information, see “Management’s Discussion and Analysis of Financial Position and
Results of Operations – Non-Generally Accepted Accounting Principles Financial Measures (“Non-GAAP Measures”)
and Operational Measures” on page 380.
Industry and Market Data
Unless otherwise indicated, industry and market data used in this Prospectus has been derived from the report titled
“Report on EPC in Power Transmission Infrastructure” dated February 25, 2026 (“D&B Report”) prepared and issued
by Dun & Bradstreet, pursuant to a contract agreement dated July 14, 2025. The D&B Report is commissioned and paid
for exclusively for the purposes of the Offer, by our Company in connection with the Offer. The data included in this
Prospectus includes excerpts from the D&B Report Report and may have been re-ordered by us for the purposes of
presentation. A copy of the D&B Report is available on the website of our Company at www.ompowertransmission.com
until the Bid/Offer Closing Date. Unless otherwise indicated, financial, operational, industry and other related
information derived from the D&B Report and included herein with respect to any particular Fiscal/ calendar year refers
to such information for the relevant Fiscal/ calendar year. Dun & Bradstreet has confirmed that it is an independent
agency and has no relationship with our Company, Directors, Promoters, Promoter Group, Key Managerial Personnel,
Senior Management, Group Company, Promoter Selling Shareholders or the BRLM.
The D&B Report is subject to the following disclaimer:
“This report has been undertaken through extensive secondary research, which involves compiling inputs from publicly
available sources, including official publications and research reports. Estimates provided by Dun & Bradstreet ("Dun
18& Bradstreet") and its assumptions are based on varying levels of quantitative and qualitative analysis including industry
journals, company reports and information in the public domain.
Dun & Bradstreet has prepared this report in an independent and objective manner, and it has taken all reasonable care
to ensure its accuracy and completeness. We believe that this report presents a true and fair view of the industry within
the limitations of, among others, secondary statistics, and research, and it does not purport to be exhaustive. The results
that can be or are derived from these findings are based on certain assumptions and parameters/conditions. As such, a
blanket, generic use of the derived results or the methodology is not encouraged.
Forecasts, estimates, predictions, and other forward-looking statements contained in this report are inherently uncertain
because of changes in factors underlying their assumptions, or events or combinations of events that cannot be
reasonably foreseen. Actual results and future events could differ materially from such forecasts, estimates, predictions,
or such statements.
The recipient should conduct its own investigation and analysis of all facts and information contained in this report is a
part and the recipient must rely on its own examination and the terms of the transaction, as and when discussed. The
recipients 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 publications generally state that the information contained in such publications has been obtained from publicly
available documents from various sources believed to be reliable but accuracy, completeness 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 by us for the purposes of presentation and may also not be comparable. The
excerpts of the D&B Report are disclosed in this Prospectus and there are no parts, information, data (which may be
relevant for the proposed Offer), left out or changed in any manner. The extent to which the industry and market data
presented in this Prospectus is meaningful and depends upon the reader’s familiarity with, and understanding of, the
methodologies used in compiling such information. There are no standard data gathering methodologies in the industry
in which our Company conducts business and methodologies, and assumptions may vary widely among different market
and industry sources. Data from these sources may also not be comparable. Such information involves risks, uncertainties
and numerous assumptions and is subject to change based on various factors, including those discussed in “Risk Factors
–This Prospectus contains information from industry sources including the industry report commissioned by our
Company from Dun & Bradstreet, and reliance on such information for making an investment decision in the Offer is
subject to certain inherent risks.” on page 60. Accordingly, no investment decision should be solely made on the basis
of such information.
In accordance with the disclosure requirements under the SEBI ICDR Regulations, “Basis for the Offer Price” on page
134 includes information relating to our peer group companies. Such information has been derived from publicly
available sources specified therein.
Currency and Units of Presentation
All references to:
• “Rupees” or “INR” or “₹” or “Rs.” Are to Indian Rupees, the official currency of the Republic of India; and
• “U.S $”, “U.S. Dollar”, “USD” are to United States Dollars, the official currency of the United States of America.
All the figures in this Prospectus, have been presented in lakhs or in whole numbers where the numbers have been too
small to present in lakhs unless stated otherwise. One lakhs represents 1,00,000 and one crore represents 1,00,00,000.
Certain figures contained in this Prospectus, including financial information, have been subject to rounding adjustments.
Any discrepancies in any table between the totals and the sum of the amounts listed are due to rounding off. All figures
in decimals have been rounded off to the second decimal. In certain instances, (i) the sum or percentage change of such
numbers may not conform exactly to the total figure given, and (ii) the sum of the figures in a column or row in certain
tables may not conform exactly to the total figure given for that column or row. However, figures sourced from third-party
industry sources may be expressed in denominations other than lakhs or may be rounded off to other than two decimal
points in the respective sources, and such figures have been expressed in this Prospectus in such denominations or
rounded-off to such number of decimal points as provided in such respective sources.
Time
All references to time in this Prospectus are to Indian Standard Time.Unless indicated otherwise, all references to a
19year in this Prospectus are to a calendar year.
Exchange Rates
This Prospectus may contain conversions of certain other currency amounts into Indian Rupees that have been presented
solely to comply with the requirements of the SEBI ICDR Regulations. These conversions should not be construed as a
representation that such currency amounts could have been, or can be converted into Indian Rupees, at any particular
rate, or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Indian
Rupee and other foreign currencies:
(in ₹)
Exchange rate as at*
Currency
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
1 USD 89.92 85.58 83.37 82.22
Source: FBIL Reference Rate as available on www.fbil.org.in
Note: Exchange rate is rounded off to two decimal points.
*On instances where the given day is a holiday, the exchange rate from the previous working day has been considered.
Please note that the above exchange rates have been provided for indicative purposes only and the amounts reflected in
our Restated Financial Information may not have been converted using any of the above-mentioned exchange rates.
20FORWARD-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 include statements which can generally be identified by words or
phrases such as “aim”, “anticipate”, “are likely”, “believe”, “continue”, “can”, “could”, “expect”, “estimate”, “intend”,
“may”, “likely”, “objective”, “plan”, “propose”, “will continue”, “seek to”, “will achieve”, “will likely”, “will pursue”
or other words or phrases of similar import. Similarly, statements that describe the strategies, objectives, plans or goals
of our Company are also forward-looking statements. All statements regarding our expected financial conditions, results
of operations, business plans and prospects are forward-looking statements. These forward-looking statements include
statements as to our business strategy, plans, revenue, and profitability (including, without limitation, any financial or
operating projections or forecasts) and other matters discussed in this Prospectus that are not historical facts. However,
these are not the exclusive means of identifying forward-looking statements.
These forward-looking statements are based on our current plans, estimates and expectations and actual results may differ
materially from those suggested by such forward-looking statements. All forward-looking statements are subject to risks,
uncertainties, and assumptions about us that could cause actual results to differ materially from those contemplated by
the relevant forward-looking statement. This may be due to risks or uncertainties associated with our expectations with
respect to, but not limited to, regulatory changes pertaining to the industries we cater and our ability to respond to them,
our ability to successfully implement our strategies, our growth and expansion, technological changes, our exposure to
market risks, general economic and political conditions in India and globally, which have an impact on our business
activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest
rates, foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and
globally, changes in domestic laws, regulations and taxes, changes in competition in our industry and incidence of any
natural calamities and/or acts of violence.
For details of the important factors that could cause our actual results to differ from the expectations, see “Risk Factors”,
“Our Business” and “Management’s Discussion and Analysis of Financial Position and Results of Operations” on pages
22, 239 and 377, respectively. By their nature, certain market risk disclosures are only estimates and could be materially
different from what actually occurs in the future. As a result, actual future gains or losses could materially be different
from those that have been estimated. Forward-looking statements reflect our current views as of the date of this Prospectus
and are not a guarantee of future performance. These statements are based on our management’s belief and assumptions,
which in turn are based on currently available information. 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 and the forward- looking statements based on these assumptions could be incorrect.
Neither our Company, our Directors, any Promoter Selling Shareholder, nor the Syndicate or any of their respective
affiliates have any obligation to update or otherwise revise any statements reflecting circumstances arising after the date
hereof or to reflect the occurrence of underlying events, even if the underlying assumptions do not come to fruition. In
accordance with the SEBI ICDR Regulations, our Company will ensure that investors in India are informed of material
developments pertaining to our Company from the date of this Prospectus until the time of the grant of listing and trading
permissions by the Stock Exchanges. In accordance with the requirements of SEBI and as prescribed under the applicable
law, the Promoter Selling Shareholders will ensure (through our Company and the BRLM) that investors are informed
of material developments in relation to the statements and undertakings specifically undertaken or confirmed by them in
this Prospectus until the receipt of final listing and trading approvals for the Equity Shares pursuant to the Offer. Only
statements and undertakings which are specifically confirmed or undertaken by the Promoter Selling Shareholders to the
extent of information pertaining to themselves and/or their respective portion of Equity Shares being offered by them, as
the case may be, in this Prospectus shall be deemed to be statements and undertakings made by such Promoter Selling
Shareholder.
21SECTION II: RISK FACTORS
An investment in Equity Shares involves a high degree of risk. You should carefully consider all the information in this
Prospectus, including the risks and uncertainties described below, before making an investment in the Equity Shares.
The risks and uncertainties described in this section are not the only risks that we currently face. Additional risks and
uncertainties not presently known to us or that we currently deem immaterial may also have an adverse effect on our
business. If any or a combination of the following risks, or other risks that are not currently known or are now deemed
immaterial, actually occurs, our business, financial condition, results of operations and cash flows could suffer, the price
of our Equity Shares could decline, and you may lose all or part of your investment. Furthermore, some events may be
material collectively rather than individually.
The financial and other related implications of risks concerned, wherever quantifiable, have been disclosed in the risk
factors mentioned below. However, there are risks where the effect is not quantifiable and hence have not been disclosed
in the applicable risk factors. Prospective investors should read this section together with “Our Business”, “Industry
Overview” and “Management’s Discussions and Analysis of Financial Condition and Results of Operations” on pages
239, 155 and 377, respectively, as well as the other financial and statistical information contained in this Prospectus. In
making an investment decision, investors should rely on their own examination of us and the terms of the Offer, 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. Investors should pay particular attention to the fact that our Company is
incorporated under the laws of India and is subject to legal and regulatory environment which may differ in certain
respects from that of other countries.
This Prospectus also contains forward-looking statements that involve risks and uncertainties where actual results could
materially differ from those anticipated in these forward-looking statements. For further details, see “Forward-Looking
Statements” on page 21.
Unless the context requires otherwise, the financial information used in this section is derived from our Restated
Financial Information on page 307. Our fiscal year ends on March 31 of each year, and references to a particular fiscal
are to the twelve months ended March 31 of that year.
Unless stated otherwise, industry and market data in this Prospectus is derived from the report titled, “Industry Report
on EPC in Power Transmission Infrastructure” dated February 25, 2026 (“D&B Report”) prepared by Dun &
Bradstreet, appointed by our Company pursuant to an contract agreement dated July 14, 2025, and such D&B Report
has been commissioned by and paid for by our Company, exclusively in connection with the Offer. The D&B Report is
available on the website of our Company at www.ompowertransmission.com. The D&B Report relied upon is not an
extract, and while certain excerpts of the D&B Report may have been re-ordered by us for the purposes of presentation,
no portion of the D&B Report containing information material to or bearing any material impact on investors’ decision-
making has been modified, omitted or excluded from this Prospectus. Unless otherwise indicated, financial, operational,
industry and other related information derived from the D&B Report and included herein with respect to any particular
year refers to such information for the relevant calendar year. Also see, “Certain Conventions, Presentation of Financial,
Industry and Market Data and Currency of Presentation – Industry and Market Data” on page 18.
Unless otherwise indicated, financial, operational, industry and other related information derived from the D&B Report
and included herein with respect to any particular year refers to such information for the relevant calendar year.
INTERNAL RISK FACTORS
1. Majority of our projects have been awarded through competitive bidding process. Failure to qualify for, compete
or win new contracts could negatively impact our business, potentially affecting our financial condition,
operational results, growth prospects, and cash flow stability.
We are an engineering, procurement and construction (“EPC”) company, in the power transmission infrastructure
sector, with experience in delivering high-voltage (“HV”) and extra-high voltage (“EHV”) transmission lines,
substations and underground cabling projects.
Majority of our projects are primarily awarded through a competitive bidding process, and our business depends on
our ability to bid for and be awarded contracts for projects by project owners. Our Company primarily participates
in such bidding processes through continuous monitoring of government websites and tender portals, enabling us
to identify and pursue suitable opportunities. If any of such project is of interest to us, we evaluate our credentials
considering the eligibility criteria specified for the project. We endeavour to qualify on our own for projects that
are of interest. In the event that we do not qualify due to eligibility requirements, we may seek to form project-
22specific joint ventures with other relevant experienced and qualified contractors and manufactures. Once we pre-
qualify for a bid, tender documents are submitted to the project owner. We then submit a financial bid, along with
any technical bid details required, to the project owner. For further details on the bidding process, see “Our Business
– Our Bidding Process ” on page 254. Our Company has made the following number of bids during the nine months
period ended December 31, 2025 and for the Fiscals 2025, 2024, and 2023. The number and value of the projects
awarded against these bids are also as provided below:
For the nine
For the year For the year For the year
months period
Particulars ended March 31, ended March 31, ended March 31,
ended December
2025 2024 2023
31, 2025
Number of bids made^ 42 69 64 76
Number of bids awarded^ 15 28 28 35
Value of projects awarded 56,335.07 21,452.77 49,446.74 10,468.65
(in ₹ lakhs)*
^ The number of bids made and awarded includes only those bids for which results have been declared. Further, the number of
bids has been computed from the beginning of the relevant fiscal/period.
* The value of projects awarded has been computed based on the receipt of the letter of award/purchase order during the
respective period/fiscal year and is presented exclusive of GST.
We cannot assure you that we will be able to meet the pre-qualification criteria prescribed by project owners. If we
are not able to qualify for bidding for larger projects, we cannot assure you that we will be able to find a suitable
joint venture counterparty on acceptable terms or at all. If we are unable to partner with other companies or lack the
credentials to be the partner-of-choice for other companies, we may lose the opportunity to bid for large projects,
which could affect our growth plans. While there have not been any such instances in the nine-months period ended
December 31, 2025 and the last three Fiscals, however, if we are unable to partner with other companies, it could
result in an adverse effect on our business, financial condition, results of operations, and prospects.
Finally, even if we pre-qualify for a project, we cannot assure you that our bid, when submitted, will be successful.
Further, certain project owners from the private sector may only invite a select group of contractors to participate
in the bidding process. In such instances, we cannot assure you that we will be invited to bid for such projects or
that our bid in a non-competitive bidding process will be successful.
In addition, our participation in government tender processes is subject to changes in qualification criteria, delays,
and uncertainties. There can be no assurance that projects for which we intend to bid will be tendered in a timely
manner, or at all. Further, if announced projects are not tendered within the expected timeframe, or if the
qualification criteria are modified in a manner that disqualifies us, our business, prospects, financial condition, cash
flows and results of operations may be materially and adversely affected. While there have not been any such
instances in the nine-months period ended December 31, 2025 and the last three Fiscals, however, if we are unable
to qualify for, or successfully participate in, government tenders in the future, our business, prospects, financial
condition, cash flows and results of operations may be materially and adversely affected.
Once the prospective bidders satisfy the qualification requirements of the tender, the project is usually awarded
based on the quote by the prospective bidder. We spend considerable time and resources in the preparation and
submission of bids. We cannot assure you that we will bid where we have been prequalified to submit a bid or that
our bids, when submitted or if already submitted, would be accepted. In addition, tender processes are regularly
subject to changes in eligibility criteria, unexpected delays and other uncertainties, depending upon the nature of
the project and its location or that of the project owner. Further, all our ongoing projects have been awarded to us
for a definite term and the relevant authorities may float tenders for such projects after expiry of the current term,
if we are unable to execute the same within agreed upon time and terms. There can be no assurance that we will be
awarded such projects at the end of the tender process. In case we lose out on bid, there could be adverse effect on
our business, financial condition, cash flows, results of operations and growth prospects. Our future results of
operations and cash flows can fluctuate materially from period to period depending on the timing of contract awards.
While there have not been any such instances in the nine-months period ended December 31, 2025 and the last three
Fiscals, however, if such instances occur in the future, our business, prospects, financial condition, cash flows and
results of operations may be materially and adversely affected.
Orders awarded to us for the operation and maintenance of substations are for a defined term, and the relevant
authorities may invite fresh tenders upon expiry of the current term. There can be no assurance that we will be
successful in securing such projects at the end of the tender process. If we are unable to win such subsequent
contracts or new bids, our business, financial condition, cash flows, results of operations and growth prospects may
23be adversely affected. In addition, our results of operations and cash flows may fluctuate materially from period to
period depending on the timing of contract awards.
2. Our project portfolio and revenue generation has historically been concentrated in the state of Gujarat. This
regional concentration could expose our Company to economic, cultural, geopolitical and local market risks.
In the nine-months period ended December 31, 2025 and the last three Fiscals, 100.00% of our completed projects
were concentrated in the state of Gujarat.
Any significant social, political or economic disruption, or natural calamities or civil disruptions in this region, or
changes in policies of the state or local governments or the government of India or adverse developments related to
competition in Gujarat, may adversely affect our business, results of operations, financial condition and cash flows.
While we have not experienced any of the above risks that had an adverse impact on our business operations and
financial conditions in the nine months period ended December 31, 2025 and the last three Fiscals, we cannot assure
you that these risks will not arise in the future.
Further, while we are planning to expand our reach, and as part of our strategy, we are planning to geographically
expand in North India by undertaking projects in the State of Punjab and Rajasthan, any delays or challenges in
expanding our geographical footprint may expose us to continued dependency on the State of Gujarat. For further
details in relation to our business strategies, see “Our Business – Our Strategies” on page 252.
3. As at the nine months period ended December 31, 2025 and as at end of Fiscals 2025, 2024, and 2023, our trade
receivables amounted to ₹ 14,406.60 lakhs, ₹ 9,011.20 lakhs, ₹ 6,989.09 lakhs, and ₹ 5,781.65 lakhs, respectively,
out of which ₹ 1,126.02 lakhs, ₹ 861.99 lakhs, ₹ 1,367.77 lakhs, and ₹ 487.46 lakhs, aggregating to 7.82%, 9.57%,
19.57%, and 8.43%, respectively, of our total trade receivables (excluding expected credit loss allowance) was
outstanding for a period exceeding six months from their respective due dates of payments. We may not be able
to collect receivables due from our customers, in a timely manner, or at all, which may adversely affect our
business, financial condition, results of operations and cash flows.
As at and for the nine months period ended December 31, 2025 and as at the end of Fiscals 2025, 2024, and 2023,
our trade receivables amounted to ₹ 14,406.60 lakhs, ₹ 9,011.20 lakhs, ₹ 6,989.09 lakhs, and ₹ 5,781.65 lakhs,
respectively, out of which ₹ 1,126.02 lakhs, ₹861.99 lakhs, ₹ 1,367.77 lakhs, and ₹ 487.46 lakhs, aggregating to
7.82%, 9.57%, 19.57%, and 8.43%, respectively, of our total trade receivables (excluding expected credit loss
allowance) had been outstanding for a period exceeding six months from their respective due dates of payments.
The details of receivables pending beyond a period of six months receivables period as at the end of period/Fiscal
are as follows:
Percentage of total trade
Receivables pending
receivables (excluding
As at the end of period/Fiscal Year beyond a period of six
expected credit loss
months (in ₹ lakhs)
allowance) (in %)
Nine months period ended December 31, 2025 1,126.02 7.82
Fiscal 2025 861.99 9.57
Fiscal 2024 1367.77 19.57
Fiscal 2023 487.46 8.43
Arbitration, litigation or other dispute resolution proceedings could also arise from additional payments claimed
from customers for additional work and costs incurred in excess of the contract price or amounts not included in the
contract price. For details in relation to ageing of our trade receivables, see “Restated Financial Information – Note
8 - Trade Receivables” on page 343.
We cannot assure you that we will be able to collect our receivables on time or at all, which could adversely affect
our cash flows, results of operations and financial condition. We may also incur costs in collecting payments from
our customers and we may not be able to recover such costs. We require significant working capital requirements
in our business operations and such delays in the collection of receivables or inadequate recovery on our claims
could adversely affect our business, cash flows, financial condition and results of operations.
4. Our Promoters and members of Promoter Group will continue to retain a majority shareholding in our Company
after the Offer, which will allow them to exercise significant influence over us.
24After the completion of the Offer, our Promoters and members of the Promoter Group are expected to hold 68.93%
of our outstanding total issued and paid-up Equity Share capital. Further, the involvement of our Promoters in our
operations, including through strategy, direction and customer relationships have been integral to our development
and business.
Accordingly, our Promoters and members of the Promoter Group will continue to exercise significant influence
over our business and all matters requiring shareholders' approval, including the composition of our Board of
Directors, the adoption of amendments to our constitutional documents, the approval of mergers, strategic
acquisitions or joint ventures or the sales of substantially all of our assets, and the policies for dividends, investments
and capital expenditures. This concentration of ownership may also delay, defer or even prevent a change in control
of our Company and may make some transactions more difficult or impossible without the support of our Promoters
and Promoter Group. Further, the Promoters' shareholding may limit the ability of a third party to acquire control.
The interests of our Promoters and Promoter Group, as our Company's controlling shareholder, could conflict with
our Company's interests, your interests or the interests of our other shareholders. There is no assurance that our
Promoters and member of the Promoter Group will act to resolve any conflicts of interest in our Company's or your
favour.
5. Our business typically requires significant amounts of working capital and historically, our business growth has
been dependent on high working capital requirements. Our working capital as a percentage of (i) total assets
was 62.42%, 56.64%,55.05%, and 53.65% as at the nine months period ended December 31, 2025 and as at Fiscal
2025, Fiscal 2024, and Fiscal 2023, respectively, and (ii) revenue was 54.58%, 30.44%, 35.50%, and 46.92% as
at the nine months period ended December 31, 2025 and Fiscal 2025, Fiscal 2024, and Fiscal 2023, respectively,
and our working capital turnover ratio in nine months period ended December 31, 2025 and Fiscal 2025, Fiscal
2024, and Fiscal 2023 was 1.83, 3.29, 2.82, and 2.13, respectively. If we experience insufficient cash flows or are
unable to access suitable financing to meet working capital requirements and loan repayment obligations, our
business, financial condition and results of operations could be adversely affected.
We have faced significant working capital requirements in the nine months period ended December 31, 2025 and
Fiscals 2025, 2024 and 2023. Details of our working capital is set out below:
As at Nine
months period As at March 31, As at March 31, As at March 31,
Particulars
ended December 2025 2024 2023
31, 2025
Working capital (in ₹ lakhs) 14,984.78 8,505.09 6,487.30 5,641.14
Working capital as % of
62.42 56.64 55.05 53.65
total assets (in %)
Working capital as % of our
revenue from operations (in 54.58 30.44 35.50 46.92
%)
Working capital turnover
1.83 3.29 2.82 2.13
ratio (in times)
For further details, see “Objects of the Offer - Basis of estimation of working capital requirement” on page 125.
Our business requires a substantial amount of working capital which is based on certain assumptions, and
accordingly, any change in such assumptions will result in changes to our working capital requirements. Working
capital is required for expansion activities and operational requirements. Further, since the contracts we bid for
typically involve a lengthy and complex bidding and selection process, it is difficult to predict whether or when a
particular contract will be awarded to us. As a result, we may need to incur expenses in anticipation of contract
awards, which may not eventually materialize, and finance such expenses by incurring additional indebtedness. Our
working capital requirements may increase in the future if we undertake larger or additional projects or projects
with a long gestation period, if payment terms do not include advance payments or if contracts have payment
schedules that shift payments towards the end of a project or otherwise increase our working capital burden. We
finance our working capital requirements through a variety of sources including cash credit facilities, working
capital demand loans, bill discounting and vendor financing.
Further, we cannot assure you that market conditions will allow us to access working capital facilities on terms
which are acceptable to us or of sufficient limits or at all. As of the nine months period ended December 31, 2025,
we had utilized working capital facilities from banks amounting to ₹ 2,739.32 lakhs. Our ability to arrange for
financing and our cost of borrowing depend on a number of factors, including general economic and market
conditions, credit availability from financial institutions, the amount and terms of our existing indebtedness, investor
25confidence, and the continued success of current projects. In addition, our ability to raise funds is limited by certain
restrictions imposed under applicable laws, including foreign exchange regulations.
We strive to maintain strong relationships with banks, as well as non-banking financial institutions. However, we
cannot assure you that our relationships with lenders will not change. Additionally, certain banks may perceive EPC
companies as risky borrowers, due to the risks associated with the EPC business. As a result, we may find it difficult
to establish credit relationships with new lenders or obtain additional facilities from our existing lenders or may not
be able to access credit on terms which are comparable to those which are available to companies in other industries.
It is customary in the industry in which we operate to provide bank guarantees or performance bonds in favour of
customers to secure obligations under contracts. See also “ - We are required to furnish bank guarantees as part of
our business. Our inability to arrange such guarantees or the invocation of such guarantees or our inability to fulfil
any or all of the obligations under such bank guarantees may or may not adversely affect our cash flows and
financial condition.” on page 37. In addition, letters of credit are often required to satisfy payment obligations to
suppliers and sub- contractors. If we are unable to provide sufficient collateral to secure the letters of credit, bank
guarantees or performance bonds, our ability to enter into new contracts or obtain adequate supplies could be
limited. Providing security to obtain letters of credit, bank guarantees and performance bonds increases our working
capital needs. We may not be able to continue obtaining new letters of credit, bank guarantees, and performance
bonds in sufficient quantities to match our business requirements. Our expansion plans require significant
expenditure and if we are unable to obtain necessary funds for expansion, our business may be adversely affected.
Due to various factors, including certain extraneous factors such as changes in tariff regulations, interest rates,
insurance and other costs or borrowing and lending restrictions, if any, we may not be able to finance our working
capital needs, or secure other financing when needed, on acceptable commercial terms, or at all, which may have a
material adverse effect on our business, financial condition, growth prospects and results of operation. While there
have been no such instances in the nine months period ended December 31, 2025 and the last three Fiscals, we
cannot assure that such risks will not arise in the future, which could adversely affect our business, financial
condition and results of operations.
6. Our business is primarily dependent on tenders from public sector undertakings, which account for
approximately 83.74%, 84.21%, 87.48% and 65.77% of our Order Book for the nine months period ended
December 31, 2025 and Fiscals 2025, 2024 and 2023, respectively. However, delays or a lack of tenders from
public sector undertakings, along with adverse changes in government policies, could materially impact our
business through contract foreclosures, terminations, restructurings, or renegotiations, affecting our operations
and financial performance.
We derive a substantial portion of our business from contracts awarded by public sector undertakings (“PSUs”) in
Gujarat. For the the nine months period ended December 31, 2025 and for the Fiscals 2025, 2024 and 2023, our
revenue from operations derived from PSUs accounted for 87.29%, 74.92%, 56.90% and 59.43%, of which revenue
from GETCO contributed 71.55%, 50.41%, 42.00% and 42.68% respectively. As of December 31, 2025, our Order
Book was ₹ 74,460.27 lakhs, of which 83.74% comprised projects with PSUs. Any reduction in orders or adverse
change in procurement policies of such PSUs, or our inability to win future bids with these entities, could materially
and adversely affect our business, financial condition, cash flows, results of operations and growth prospects. In the
event any one or more these customers cease to release tenders, our business may be adversely affected. The table
below sets out details of the contribution to our Order Book by our customer category, for the period and the Fiscals
indicated:
As at the Nine
Category of
months period ended As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
customers
December 31, 2025
% of % of % of % of
Amount Amount Amount Amount
Order Order Order Order
(in ₹ (in ₹ (in ₹ (in ₹
Book Book Book Book
lakhs) lakhs) lakhs) lakhs)
value value value value
Public sector
undertakings 62,350.54 83.74 37,195.05 84.21 45,105.72 87.48 13,804.38 65.77
(1)
Private sector 12,109.73 16.26 6,973.80 15.79 6,455.23 12.52 7,184.71 34.23
Total 74,460.27 100.00 44,168.85 100.00 51,560.95 100.00 20,989.09 100.00
(1) Comprises state utilities and government entities.
There can be no assurance that the state government will continue to place emphasis on the sectors, where we
operate. In the event of an adverse change in budgetary allocations or a downturn in available work for such sectors
26resulting from a change in government policies or priorities, our business prospects and our financial performance
may be adversely affected. Contracts with PSUs and government agencies 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 or controlled
entities and agencies.
If a PSU or government agency terminates its agreement with us, we are typically entitled to compensation, unless
the agreement is terminated pursuant to a material breach of contract by us. However, the recovery of such
compensation is typically a time-consuming process and the amount we are paid may not be adequate to recover
the costs already incurred. Further, PSUs and government agencies typically have the right to change the scope of
work to include additional work which was not contemplated at the time of execution of the contract. Although we
may be entitled to additional fees for such increased scope of work (subject to a fixed cap), we may be required to
mobilize additional resources, which may not be readily available on reasonable terms or within the stipulated
project timelines. If we fail to comply with contractual or other requirements or if there are any concerns that arise
out of a technical audit, we may be subject to monetary damages or civil penalties. Further, if any of our contracts
with a PSU or government agencies are terminated, we may not be considered favourably for other government
contract work. While there have been no such material instances in the nine months period ended December 31,
2025 and the past three Fiscals, if we are unable to manage changes in scope, recover compensation in a timely
manner, or secure replacement contracts in the future, our business, prospects, financial condition, cash flows and
results of operations may be materially and adversely affected.
With reference to projects where our bids have been successful, there may be delays in award of the projects and/or
notification of appointed dates, which may result in us having to retain resources which remain unallocated, thereby
adversely affecting our financial condition and results of operations. Any adverse changes in the GoI or state
government policies may lead to our contracts being foreclosed or terminated. These restrictions may limit our
flexibility in operating our business, which could have an adverse effect on our business, prospects, results of
operations, cash flows and financial condition. Any withdrawal of support or adverse changes in their policies may
lead to our agreements being restructured or renegotiated and could, though not monetarily quantifiable at this time,
materially and adversely affect our financing, capital expenditure, revenues, development or operations relating to
our existing projects as well as our ability to participate in competitive bidding or negotiations for our future
projects. While there have been no such material instances in the nine months period ended December 31, 2025 and
the and the past three Fiscals, if such events were to occur in the future, our business, prospects, financial condition,
cash flows and results of operations may be materially and adversely affected.
7. We have Order Book of ₹ 74,460.27 lakhs as on December 31, 2025. However, our Order Book may not be
representative of our future results, as projects included in our Order Book particularly for the projects where
we are the lowest bidder, may be cancelled, modified, or delayed beyond our control, leading to significant
deviations from estimated income and adversely affecting our business, reputation, financial condition, and
future prospects.
As on December 31, 2025, our Order Book was ₹ 74,460.27 lakhs. The projects in our Order Book are subject to
changes in our scope of undertakings as well as adjustments to the costs relating to the contracts. Our Order Book
represents the estimated contract value of the unexecuted portion of our existing assigned EPC and operation and
maintenance contracts. As on December 31, 2025, for the purposes of calculating the Order Book value, our
Company takes into account the base value of ongoing projects as of the relevant date along with any escalation or
changes in the scope of work. In case of contracts from private entities, no escalation is typically provided.
Accordingly, the Order Book reflects the net number based on awarded contracts, inclusive of such adjustments.
Further, project delays, modifications in the scope or cancellations may occur from time, due to delay in payments
by our customers or our own defaults, incidents of force majeure, adverse cash flows, regulatory delays and other
factors beyond our control. In view of the above, projects can remain in Order Book for extended periods of time
because of the nature of the project and the timing of the particular undertakings required by the project. Our Order
Book may be materially impacted if the time taken or amount payable for completion of any ongoing orders of our
Company exceeds the contractual estimate.
Please see the table below for the total Order Book in hand for the Fiscals and period indicated below:
As at and for As at and for As at and for As at and for
Particulars the nine the year ended the year ended the year ended
months period March 31, 2025 March 31, 2024 March 31, 2023
27ended
December 31,
2025
Opening Total Order Book in hand as on
44,168.85 51,560.95 20,989.09 18,247.24
the specified date (1) (in ₹ lakhs)
Order Book realized (2) (in ₹ lakhs) 27,454.28 27,943.51 18,276.16 12,023.63
Order Book realized (as a % of total
Order Book in hand as on the specified 62.16 54.20 87.07 65.89
date) (in %)
* Order book value is exclusive of GST
(1) Our Order Book as at a particular date is calculated based on the aggregate contract value (excluding applicable taxes) of
the ongoing projects as of such date reduced by the value of work invoiced by us until such date.
(2) Value of Order Book as on the specified date invoiced by the Company until the specified date.
The details of orders / projects (other than operation and maintenance projects) which have been pending for the
nine months period ended December 31, 2025 and the last three Fiscals are as follows:
Order Book value
Gross contract value
Sr. as at December
Description of project as at December 31,
No. 31, 2025 (in ₹
2025 (in ₹ lakhs)
lakhs)
1. 1. Supply, Erection, Testing & Commissioning of 66kV
952.27 41.54
Achhaliya-Bhamri Line on turnkey basis.
2. Supply, Erection, Testing & Commissioning of 220 kV U/G
cable Transmission line for Wankaner GSS to Wankaner 133.25 24.79
TSS.
For further details in relation to our ongoing projects, see “Our Business – Ongoing Projects” on page 243.
Further, set forth below is the number of completed projects, orders pending for execution, performance guarantee,
instances of non-fulfilment of contracts, performance guarantee held back, bids submitted by us and success rate of
our bids for the Fiscals and period as indicated below:
As at and for
the nine
As at and for As at and for As at and for
months period
Particulars the year ended the year ended the year ended
ended
March 31, 2025 March 31, 2024 March 31, 2023
December 31,
2025
Number of completed projects 15 26 11 25
Orders pending for execution (in ₹
74,460.27 44,168.85 51,560.95 20,989.09
lakhs)
Performance Guarantee (in ₹ lakhs)* 12,704.26 7,804.63 5,050.55 4,423.70
Instances of non-fulfilment of contracts - - - -
Performance Guarantee Held
- - - -
Back/Forfeited (in ₹ lakhs)
Number of bids made^ (in numbers) 42 69 64 76
Project win rate (in %) 35.71 40.58 43.75 46.05
*The above amount represents the Bank Guarantee (BG) issued by our Company as security for the respective contracts,
outstanding as at the end of the relevant period.
^ The number of bids made includes only those bids for which results have been declared. Further, the number of bids has been
computed from the beginning of the relevant Fiscal/period.
We cannot guarantee 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
historic growth rate may not be indicative of the number of orders we will receive in the future. While none of our
contracts have been cancelled by our customers during the nine months period ended December 31, 2025 and the
last three Fiscals, any such instances in the future could have a material impact on our business. Further, we cannot
28guarantee that our Company will always receive applicable termination payments in time, or at all, or that the
amount paid will be adequate to enable our Company to recover its costs in respect of the prematurely cancelled
order. In such events, we may have to bear the actual costs incurred by us in executing the projects, 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 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 significant 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. While there have been no instances in the past, where our operations were affected due
to such disruptions, we cannot assure you that our operations will not be affected if any such disruptions occur in
future. Project 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 on account of delay in delivering the order, incidents of force
majeure, cash flows problems, regulatory delays, need for change in measurements and estimates used by us and
any other factors beyond our control. In view of the above, projects can remain outstanding in the Order Book for
extended periods of time due to the nature of the project and the timing of the services required for completion of
such projects. Delays in the completion of a project for any reason whatsoever can lead to delay in receiving our
payments and thereby leading to variability in revenue.
Delays in the execution of projects results in the cost overruns and affects our payment milestones, subsequently
impacting our revenue recognition and exposing our business to variability in revenue thereby creating an adverse
impact on our revenue, financial condition and cash flows. We may not be able to maintain and enhance our
production capabilities within scheduled time or implement our production plans effectively at all.
8. We are dependent on our top ten customers who contribute to more than 97.65%, 95.68%, 97.66% and 96.76%
of our revenue from operations for the nine months period ended December 31, 2025 and in Fiscals 2025, 2024
and 2023, respectively and the loss of any of these customers or a significant reduction in purchases by any of
them could adversely affect our business, results of operations and financial condition.
A significant portion of our Order Book and revenue from operations have been attributable to, and will continue
to be attributable to, certain key customers. The table below sets forth the revenue derived from GETCO, being our
top customer, as well as revenue derived from our top 3 customers, top 5 customers and top 10 customers during
the respective Fiscals and period as indicated below:
Nine months period
ended December 31, Fiscal 2025(2) Fiscal 2024(3) Fiscal 2023(4)
2025(1)
Particulars(1) % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(in ₹ (in ₹ (in ₹ (in ₹
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
Revenue from
Operations
attributable to 19,644.48 71.55 14,085.06 50.41 7,676.24 42.00 5,131.58 42.68
our top
customer
Revenue from
Operations
attributable to 23,632.81 86.08 21,600.15 77.30 13,422.48 73.44 8,326.55 69.25
our top 3
customers
Revenue from
Operations
attributable to 25,085.96 91.37 24,045.36 86.05 15,689.21 85.85 10,168.77 84.57
our top 5
customers
Revenue from
26,810.81 97.65 26,736.74 95.68 17,845.91 97.66 11,634.05 96.76
Operations
29Nine months period
ended December 31, Fiscal 2025(2) Fiscal 2024(3) Fiscal 2023(4)
2025(1)
Particulars(1) % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(in ₹ (in ₹ (in ₹ (in ₹
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
attributable to
our top 10
customers
(1) For the nine-months period ended December 31, 2025, our top 10 customers include GETCO and UGVCL. Further,
contribution of each individual customer to the revenue from operations of our Company has not been separately disclosed
to preserve confidentiality.
(2) For Financial year ended March 31, 2025, our top 10 customers include GETCO and UGVCL. Further, contribution of
each individual customer to the revenue from operations of our Company has not been separately disclosed to preserve
confidentiality.
(3) For Financial year ended March 31, 2024, our top 10 customers include GETCO and Garden Silk Mills Private Limited.
Further, contribution of each individual customer to the revenue from operations of our Company has not been separately
disclosed to preserve confidentiality.
(4) For Financial year ended March 31, 2023, our top 10 customers include GETCO and Garden Silk Mills Private Limited.
Further, contribution of each individual customer to the revenue from operations of our Company has not been separately
disclosed to preserve confidentiality.
The following tables set forth the value of our Order Book attributable to GETCO, being our top customer, as well
as Order Book attributable to our top 3 customers and top ten customers, respectively, in absolute terms and as a
percentage of our total Order Book value for the Fiscals and the period as indicated below:
As at the nine
months period As at March 31, As at March 31, As at March 31,
ended December 31, 2025 2024 2023
2025
Particulars
% of % of % of % of
Amount Amount Amount Amount
Order Order Order Order
(in ₹ (in ₹ (in ₹ (in ₹
Book Book Book Book
lakhs) lakhs) lakhs) lakhs)
value value value value
Order Book
value
attributable to 45,255.82 60.78 31,587.55 71.52 35,520.26 68.89 11,735.78 55.91
our top
customer
Order Book
value
attributable to 58,289.66 78.28 39,463.25 89.35 45,907.93 89.04 17,222.61 84.44
our top three
customers
Order Book
value
attributable to 73,214.52 98.33 44,119.86 99.89 50,741.45 98.41 20,896.91 99.56
our top ten
customers
While we have established long-standing relationships with several of our customers, the majority of projects in our
industry are awarded through a competitive bidding process. As such, we are required to meet prescribed
qualification criteria and submit commercially competitive bids to secure contracts. We cannot assure you that we
will always qualify to participate in tenders, or that our bids, once submitted, will be successful. Any failure to
qualify or secure projects through the bidding process may limit our ability to maintain existing customer
relationships, adversely impact our Order Book, and affect our business, financial condition, results of operations,
and cash flows. Our ability to retain existing customers and attract prospective customers depends, among other
factors, on the competitiveness and flexibility of our pricing model. If we are unable to appropriately adjust our
pricing in response to market conditions, customer expectations, or competitive pressures, we may lose business
opportunities or face customer attrition. Such developments could adversely affect our revenue growth, profitability,
and overall business operations.
30There are a number of factors outside of our control that may result in a customer's decision to discontinue awarding
projects to us or prematurely terminate existing projects, including changes in strategic priorities, a demand for
price reductions, market dynamics and financial pressures. If our customers do not award additional projects to us
or if we fail to expand the size of our business with them, or expand to additional customers, our business, profits
and results of operations could be adversely affected.
9. The majority of our Order Book and our revenues are from the transmission lines sector. Significant social,
political, or economic changes in this sector could adversely affect our business, results of operations, financial
condition, and cash flows.
A significant portion of our Order Book value and our revenue are generated from projects in the transmission lines
sector. The tables below set out details of our Order Book by business verticals, for the Fiscals and period indicated:
Nine months period
ended December 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Business
% of % of % of % of
Vertical Amount Amount Amount
Amount total total total total
(in ₹ (in ₹ (in ₹
(in ₹ lakhs) Order order Order Order
lakhs) lakhs) lakhs)
Book book Book Book
Transmissio
n Line EPC 51,889.43 69.69 21,076.10 47.72 27,059.13 52.48 9,729.64 46.36
Project
Substation
16,920.70 22.72 14,022.44 31.75 5,045.21 9.78 890.05 4.24
EPC Project
Under
Ground 2,909.51 3.91 4,205.30 9.52 11,461.98 22.23 2,075.10 9.89
Cabling
Operation
and 2,740.63 3.68 4,865.01 11.01 7,994.63 15.51 8,294.30 39.52
Maintenance
Total 74,460.27 100.00 44,168.85 100.00 51,560.95 100.00 20,989.09 100.00
Further, the details of contribution to revenue from operations by each vertical is set out below:
As at the Nine
months period ended As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
December 31, 2025
Business
% of % of % of % of
Vertical Amount Amount Amount Amount
revenue revenue revenue revenue
(in ₹ (in ₹ (in ₹ (in ₹
from from from from
lakhs) lakhs) lakhs) lakhs)
operations operations operations operations
Transmission
Line EPC 12,293.33 44.78 14,465.63 51.77 10,727.20 58.70 7,272.00 60.48
Project
Substation
5,727.50 20.86 2,324.76 8.32 1,353.61 7.41 1,394.27 11.60
EPC Project
Under
Ground 7,108.13 25.89 7,955.63 28.47 3,147.91 17.22 1,281.60 10.66
Cabling
Operation
and 2,316.69 8.44 3,129.62 11.20 2,986.57 16.34 2,069.41 17.21
Maintenance
Other
Operating 8.63 0.03 67.87 0.24 60.87 0.33 6.35 0.05
Revenue*
Total 27,454.28 100.00 27,943.51 100.00 18,276.16 100.00 12,023.63 100.00
* Other operating revenue consists of revenue from the sale of scrap material.
31If we are unable to diversify and/or grow our Order Book by successfully securing projects in other verticals such
as substation EPC projects and underground cable projects, or securing additional projects in the transmission lines
sector, our business, profitability, and results of operations could be adversely impacted. Additionally, any
slowdown in the power transmission and distribution sector or unfavourable developments in government policies
or funding could exacerbate this risk, potentially affecting our long-term growth and stability. While in the nine
months period ended December 31, 2025 and the last three Fiscals we have been able to secure projects across these
verticals, there can be no assurance that we will continue to do so in the future.
10. We have experienced negative net cash flow from operating, investing and financing activities in the past years
and may continue to do so in future, which could have a material adverse effect on our business, prospects,
financial condition, cash flows and results of operations.
We had negative cash flows from our operating, investing and financing activities as per the Restated Financial
Information and the same are summarized as under:
(in ₹ lakhs)
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Net Cash flow from/(Used in) Operating
(3,738.61) 1,244.61 353.08 1,005.40
Activities (A)
Net Cash flow from/(Used in) Investing
(155.13) 139.67 107.42 (80.22)
Activities (B)
Net Cash flow from/(Used in) Financing
3,868.36 (1,332.86) (458.50) (916.48)
Activities (C)
Net Increase/(Decrease) in cash & cash
(25.38) 51.42 2.00 8.70
equivalents
We may experience negative cash flows in the future as well. Negative cash flows over extended periods, or
significant negative cash flows in the short term, could materially impact our ability to operate our business and
implement our growth plans. This situation may have an adverse effect on our cash flows, business, future financial
performance and results of operations. For more information, see “Management's Discussion and Analysis of
Financial Condition and Results of Operations” on page 377.
11. We have entered into, and will continue to enter into, related-party transactions which may potentially involve
conflicts of interest.
We have entered into transactions with related parties in the past and from, time to time, we may enter into related
party transactions in the future. A summary of our transactions with related parties is set out below:
As at and for
the Nine months
period ended As at and for As at and for As at and for
Paritculars
December 31, the Fiscal 2025 the Fiscal 2024 the Fiscal 2023
2025
Total related party transactions
3,179.04 1,036.47 1,063.06 831.23
(in ₹ lakhs)
Revenue from Operations (in ₹
27,454.28 27,943.51 18,276.16 12,023.63
lakhs)
Total Related Party
Transaction as a percentage of
11.58 3.71 5.82 6.91
Revenue from Operations (in
%)
For further details in relation to our related party transactions for the nine months period ended December 31, 2025
and Fiscals 2025, 2024, and 2023, see “Summary of Related Party Transactions” and “Restated Financial
Information – Note 30: Related Party Disclosures” on pages 83 and 352, respectively.
While we believe that all such related party transactions that we have entered into have been conducted at arm's
length with approvals from the Board and/or our shareholders, as applicable, and in accordance with applicable
laws, we cannot assure you these arrangements or any future related party transactions that we may enter into,
32individually or in the aggregate, will not have an adverse effect on our business, financial condition, results of
operations, cash flows and prospects. The transactions we have entered into and any future transactions with our
related parties may have involved or could potentially involve conflicts of interest which may be detrimental to our
Company. After the completion of the Offer, all related-party transactions that our Company may enter into will be
subject to Audit Committee, Board or shareholder approval, as may be required under the Companies Act, 2013
and the SEBI Listing Regulations. We cannot assure you that such approvals will be received in a timely manner or
at all. Further, we cannot assure you that such transactions, individually or in the aggregate, will not have an adverse
effect on our financial condition and results of operations or that our Company could not have undertaken such
transactions on more favourable terms with any unrelated parties or that any dispute that may arise between us and
related parties will be resolved in our favour.
12. Bidding for a tender involves various activities such as detailed project study and cost estimations. Inability to
accurately estimate the cost may lead to a reduction in the expected rate of return and profitability estimates.
For every project, notice for invitation of tender is issued which requests interested EPC
companies/contractors/participants to bid. To evaluate a project tender, we undertake various management
discussions, project feasibility study, site study, cost estimations, raw material and equipment suppliers among
others which aids us to calculate the estimated cost of the project on which we add-on our margin, which varies
from project to project, the result of which is the tender amount which we bid for any particular project.
Accordingly, all of the bid amounts are based on estimation of the project cost, the fluctuation of which, either
marginally or substantially, may impact our margins adversely. Further, we may incorrectly or inadequately estimate
the project cost leading to lower bid amount affecting our profitability, in case the project is awarded to us. Excess
estimation of costs may lead to higher bid amount by us owing to which, we may not be awarded a contract which
may substantially impact our results of operations and financials. Further, as most of the projects are spread over a
longer period of time, cost escalations in our industry is a frequent issue, although most of the agreements includes
clauses relating to cost escalations, any fluctuations in costs or raw material availability or any other unanticipated
costs will substantially impact the business operations, cash flows and financial conditions. Although cost
escalations have occurred in the ordinary course of our projects, they have not had a material impact on our business,
financial condition, results of operations, or cash flows over the nine months period ended December 31, 2025 and
the last three Fiscals. However, there can be no assurance that such material cost escalations will not arise in the
future, which may adversely affect our business, financial condition, results of operations and cash flows.
13. Our actual cost incurred in completing a project may vary substantially from the assumptions underlying our
bid. We may be unable to recover all or some of the additional expenses incurred, which could adversely affect
our financial condition, results of operation and cash flows.
Under our contracts with our customers, we are typically entitled to receive an agreed amount, subject to variations
in our scope of work. This amount is based on certain estimates underlying our bid including cost of construction
materials, fuel, labour, sub-contracting costs or other inputs, and construction conditions. However, our actual
expenses in executing a project may vary based on a change in any such assumptions. The cost of construction
materials, fuel, labour, transportation, freight, and right-of-way, for which our Company typically bears substantial
liability in private sector contracts, constitutes a substantial portion of our operating expenses.
We are vulnerable to the risk of rising and fluctuating fuel, labour, steel, cement, conductor, tower material, and
reinforcement prices, which are determined by demand and supply conditions in the global and Indian markets as
well as government policies. While escalation in construction costs for a majority of these commodities is generally
covered under government contracts, in the case of private sector contracts we are typically required to absorb such
increases under the fixed contract price. Any unexpected price fluctuations after placement of orders, shortage,
delay in delivery, quality defects, or any factors beyond our control may result in an interruption in the supply of
such materials and adversely affect our business, financial performance, results of operations, and cash flows.While
we have not experienced any material adverse impact from such price fluctuations in the nine months period ended
December 31, 2025 and the last three Fiscals , there can be no assurance that we will not face such risks in the
future.
If our cost overruns are greater than the increase in market rates, we may not be able to recover all of our cost
overruns. Further, some of our fixed-price contracts do not include any price variation or escalation clauses, in
which case we bear the entire risk of price increases. Similarly, we may have to bear cost overrun for any new
business vertical that we may venture into in the future. We cannot assure you that we will not experience any cost
overruns in the future. The total number of contracts where the cost overrun (excluding contractually acceptable
price variations and escalation) exceeds 10%, 20%, and 30% of the estimated cost, along with the value of such
projects, for the periods indicated, is as follows:
33For the nine months period ended December 31, 2025:
Value of projects with Percentage of total
Overrun percentage Number of contracts
overrun (in ₹ lakhs) Order Book (in %)
More than 10% 2 283.30 0.38
More than 20% Nil Nil Nil
More than 30% Nil Nil Nil
Fiscal 2025:
Value of projects with Percentage of total
Overrun percentage Number of contracts
overrun (in ₹ lakhs) Order Book (in %)
More than 10% 1 757.51 1.72
More than 20% Nil Nil Nil
More than 30% Nil Nil Nil
Fiscal 2024:
Value of projects with Percentage of total
Overrun percentage Number of contracts
overrun (in ₹ lakhs) Order Book (in %)
More than 10% Nil Nil Nil
More than 20% Nil Nil Nil
More than 30% Nil Nil Nil
Fiscal 2023:
Value of projects with Percentage of total
Overrun percentage Number of contracts
overrun (in ₹ lakhs) Order Book (in %)
More than 10% Nil Nil Nil
More than 20% Nil Nil Nil
More than 30% Nil Nil Nil
Our fixed price contracts from clients are generally smaller in value, with contract execution period of less than one
year. The details of our fixed price contracts as of the corresponding Fiscals and period are provided below:
Nine-months
Particulars period ended Fiscal2025 Fiscal 2024 Fiscal 2023
December 31, 2025
No. of Fixed Price
34 22 27 24
contracts
Order Book with
Fixed Price Contract 26,863.49 9,941.28 9,493.58 9,803.69
(in ₹ lakhs)
Total Order Book (in
74,460.27 44,168.85 51,560.95 20,989.09
₹ lakhs)
Fixed Price Contract
as % of total Order 36.08 22.51 18.41 46.71
Book (in %)
Further, the assumptions underlying our bid are typically based on a pre-bid inspection/study that we conduct,
comprising undertaking a site visit along with engineers to study the project site; preparing a construction program
and equipment list, preparation of an estimated bills of quantities, covering all the items required in the work
(including sub-contracting costs).
Our pre-bidding studies are usually conducted in a short span of time, as part of our preparation and research for a
potential bid by us. Therefore, such studies are typically not exhaustive, because of which, in various instances,
there have been deviations from our estimates. Further, we may also need to seek additional financing to meet any
34consequent cost overruns, which may not be available on attractive terms. While there have not been any significant
deviations from the estimates in the nine months period ended December 31, 2025 and the last three Fiscals, any
such deviations in the future could adversely affect our business, financial condition and results of operations.
14. There have been certain instances of non-compliances under the Companies Act and due to certain procedural
defaults by us in the past, and we have filed a suo moto adjudication application with the RoC for adjudication
of these non-compliances.
Our Company has on its own initiative, filed an adjudication application with the RoC dated September 29, 2025,
seeking adjudication of certain past CSR related non-compliances under the Companies Act inter alia relating to
unspent amounts of ₹4.24 lakhs in Fiscal 2019 and ₹0.02 lakhs in Fiscal 2021 which were not transferred, in
accordance with the provisions of the Companies Act, 2013 within six months of the end of the respective Fiscals,
and thus remained unspent, constituting defaults under Sections 135(5) and 135(6) of the Companies Act, 2013.
Further, our Company did not constitute a CSR Committee for Fiscal 2019 and Fiscal 2020, which constituted a
default under Section 135(1) of the Companies Act, 2013. In addition, there were certain non-compliances in
relation to CSR related disclosures that were not mentioned in the Board reports for Fiscals 2019 to 2024.
Our Company has inter alia prayed for the adjudication of the above offences by taking on record the CSR-related
filings and donation proofs made by our Company, thereby regularizing the procedural defaults under Section 135
of the Companies Act, 2013; and in consideration of the fact that the defaults were caused unintentionally on the
part of our Company and were procedural and technical in nature. The outcome of this application remains
uncertain, and the RoC may impose penalties or take other corrective actions pursuant to Section 454 of the
Companies Act. There can be no assurance that the RoC will accept the adjudication application or that the penalties,
if imposed, will be minimal. Any adverse decision could impact our Company’s reputation, financial position, and
compliance standing, which may, in turn, affect investor confidence and our Company’s business operations.
15. We have certain contingent liabilities, which, if they materialize, may adversely affect our results of operations,
financial condition and cash flows.
Our contingent liabilities as per our Restated Financial Information for the Fiscals and period indicated are as
follows:
(in ₹ lakhs)
Nine-months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December
31, 2025
Contingent Liabilities
Claim against the Company not acknowledged as debt
- Demands raised/ show cause notices issued
57.29 57.29 34.80 22.27
relating to Income Tax#
- Demands raised/ show cause notices issued
110.89 110.89 92.43 92.43
relating to GST#
Total 168.18 168.18 127.23 114.70
Contingent Liabilities as a percentage of Net
1.40 2.31 2.51 2.65
Worth (in %)
* Future cash outflows in respect of above matters are determinable only on receipt of judgements / decisions pending at various
forums / authorities. The management, based on their assessment, does not expect these claims to succeed and accordingly, no
provision has been recognised in the financial statements.
We cannot assure you that we will not incur similar or increased levels of contingent liabilities in the future. If any
of these contingent liabilities materialize, our financial condition and results of operation may be adversely affected.
For further details on our contingent liabilities, see “Summary of Contingent Liabilities” and “Restated Financial
Information – Note: 28: Contingent liabilities and capital commitment not provided for” on pages 82 and 349,
respectively.
16. Some premises used by us are not registered in our name and are located on leased premises. There can be no
assurance that these lease agreements will be renewed upon termination or that we will be able to obtain other
premises on lease on same or similar commercial terms.
Some premises used by us are located on leased premises, and we do not own any of these premises. Further, as on
the date of this Prospectus, there are three lease agreements, entered into by and between our Company and Kalpesh
35Dhanjibhai Patel, Kanubhai Patel and Vasantkumar Narayanbhai Patel. The details of the leases obtained from them
are set out below:
Relationship
Lease rent per
Date of Lessor/ of the Lessor/ Lessee/ Address of Tenure of
month
Agreement Licensor Licensor with Licensee Property Lease
(in ₹ lakh)
our Company
Leave and Kalpesh Our Promoters Our Company A02- Shreeji 11 months 0.45
License Dhanjibhai Exotica, commencin
Agreement Patel, Ognaj Circle g from
dated Kanubhai Patel to Santej August 01,
August 27, and Road, Santej, 2025 till
2025 Vasantkumar Ahmedabad- June 30,
Narayanbhai 382721 2026
Patel
Leave and Kalpesh Our Promoters Our Company Shed No. 35, 11 months 0.35
License Dhanjibhai Shivam commencin
Agreement Patel, Industrial g from
dated Kanubhai Patel Estate-4 August 01,
August 27, and Chandogar, 2025 till
2025 Vasantkumar Ahmedabad June 30,
Narayanbhai 2026
Patel
Leave and Kanubhai Patel Our Promoter Our Company Plot No. 94, 11 months 0.60
License Shri Hari Om commencin
Agreement Industrial g from
dated Estate, August 01,
August 27, Gozaria- 2025 till
2025 382825 June 30,
2026
*The disclosed lease rental is applicable as on the date of filing of this Prospectus. The license fee is subject to escalation in
accordance with the terms of their respective agreements.
Note:
The transactions with related parties have been conducted in the ordinary course of business, and on an arm’s length basis, in
compliance with the Companies Act, 2013 and other applicable laws.
In the event such leases are not renewed or are terminated, it could adversely affect our operation unless we arrange
for similar premises. If we are unable to continue or renew such leases on same or similar terms or find alternate
premises on lease on similar terms or at all, it may affect our business operations. For information relating to
properties that we have leased, see “Our Business - Description of our Business – Properties” on page 262.
Currently, our lease agreements are executed for a term not exceeding 11 months and therefore, do not require
registration under applicable law. However, if in the future, such registration requirements arise, any failure to
comply with the same, in a timely manner or at all, may affect the enforceability of such lease agreements. This
may adversely impact the continuance of our operations and business. While there have been no material adverse
instances relating to renewal, termination, or enforceability of our lease agreements in the nine months period ended
December 31, 2025 and the last three Fiscals, there can be no assurance that such instances will not arise in the
future.
17. Our operating results may fluctuate from quarter-to-quarter due to seasonality, with a noticeable concentration
of activities toward the third and fourth quarters of the Financial Year.
Our operating results may fluctuate from quarter-to-quarter due to seasonality, with a noticeable concentration of
activities toward the third and fourth quarters of the Financial Year. Project execution often accelerates after the
monsoon season, leading to increased turnover between October and March, as stakeholders work to meet annual
targets. This period especially the last quarter also typically sees improved collections from receivables.
36(in ₹ lakhs)
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Quarter 1 (March to June) 8,430.95 4,827.39 3,226.80 1,490.15
Quarter 2 (July to September) 7,944.41 5,177.78 2,948.99 2,036.77
Quarter 3 (October to December) 11,078.92 7,279.36 3,630.30 3,052.41
Quarter 4 (January to March) - 10,658.97 8,470.06 5,444.29
Total Revenue from Operations 27,454.28 27,943.51 18,276.16 12,023.63
There can be no assurance that our historical results are an indicator of our future performance. Any delays in project
execution or changes in customers’ financial cycles during these quarters can disproportionately impact our
operational performance, cash flows, and financial results. A weaker-than-expected third or fourth quarter could,
therefore, affect our overall performance for the financial year. Such fluctuations may have an adverse effect on our
business operations and cash flows, and managing these variations effectively remains critical to maintaining
consistent growth. While there have been no such instances in the nine months period ended December 31, 2025
and the last three Fiscals, we cannot assure that such risks will not arise in the future.
18. We cannot assure that the construction of our projects will be free from any or all defects, which may adversely
affect our business, financial condition, results of operations and prospects.
Actual or claimed defects in construction quality during the construction of our projects, could give rise to claims,
liabilities, costs and expenses. Further, we may not be able to recover such increased costs from our project
customers in part, or at all, for any defects observed in the projects or damage caused to the project on account of
the fault of our workers. We may further face slight delays in the estimated project completion schedule in respect
of such projects on account of additional works required to be undertaken towards rectifying such construction
faults, and we may have to appoint additional workforce and resources in order to complete the project within the
pre-determined time period, which may result in increased expenditure for our Company, which we may not be able
to pass on to our project customers. While any of the aforementioned events which could materially impact our
projects or business operations, have not occurred in the last three Fiscals, however we cannot assure you that any
claims in respect of the quality of our construction services will not arise in the future and would not affect our
business or financial condition.
We seek protection through our practice of Erection All Risk (EAR) policy. However, there can be no assurance
that any cost escalation or additional liabilities in connection with the development of such projects would be fully
offset by amounts due to us pursuant to the guarantees and indemnities, if any, provided by our contractors or
insurance policies that we maintain. While there have not been any material events which have led us to claim
coverage from our insurance policies, however, any liability in excess of our insurance payments, reserves or backup
guarantee could result in additional costs, which would reduce our profits. Further, such construction faults may
result in loss of goodwill and reputation and may furthermore have a material and adverse impact on our eligibility
in respect of future bids made by us towards projects, thereby affecting our future operations and revenues.
In addition, if there is a customer dispute regarding our performance, the customer may delay or withhold payment
to us. If we were ultimately unable to collect these payments, our profits would be reduced. While there have not
been any such instances in the nine months period ended December 31, 2025 and the past three Fiscals, however,
these claims, liabilities, costs and expenses, if not fully covered, thus could have an adverse effect on our business,
financial condition, results of operations, and prospects.
19. We are required to furnish bank guarantees as part of our business. Our inability to arrange such guarantees or
the invocation of such guarantees or our inability to fulfil any or all of the obligations under such bank
guarantees may or may not adversely affect our cash flows and financial condition.
In terms of our EPC contracts and requirement of the government customers, we are required to provide certain
financial guarantees such as bid security, advance security, and performance bank guarantees for our projects. We
typically issue bank guarantees to the relevant authority with whom the contractual arrangement has been entered
into. These guarantees are typically required to be furnished within a few days of the signing of a contract and
remain valid up to around 24 months of the scheduled completion period or as required under specific contracts,
after the defect liability period prescribed in that contract. In addition, letters of credit are often required to satisfy
payment obligations to suppliers and sub-contractors. We may not be able to continue obtaining new financial,
performance guarantees in sufficient quantities to match our business requirements. If we are unable to provide
37sufficient collateral to secure the financial bank guarantees, performance bank guarantees, or letters of credit, our
ability to enter into new contracts or obtain adequate supplies could be limited and could have a material adverse
effect on our business, results of operations and financial condition.
Set out below is the amount of bank guarantees outstanding as of the nine months period ended December 31, 2025
and Fiscals 2025, 2024, and 2023:
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Amount of bank
12,704.26 7,804.63 5,050.55 4,423.70
guarantees furnished (in ₹ lakhs)*
*The above amount represents the Bank Guarantee (BG) issued by our Company as security for the respective contracts,
outstanding as at the end of the relevant period.
We may be unable to fulfil any or all of our obligations under the contracts entered into by us in relation to our
ongoing projects due to unforeseen circumstances which may result in a default under our contracts resulting in
invocation of the bank guarantees issued by us. While we have not had any instances in the nine months period
ended December 31, 2025 and the last three Fiscals, wherein the bank guarantees provided by us, have been invoked,
however if any or all the bank guarantees are invoked in the future, it may result in a material adverse effect on our
business and financial condition.
20. Delays in the acquisition of private land or rights of way, eviction of encroachments, environmental clearances
for the projects or resolution of associated land issues, which are though attributable to our customers, may
adversely affect our timely performance of our contracts and lead to disputes and losses.
Pursuant to the agreements, government customers are typically required to acquire, lease, or secure rights of way,
over the land underlying the projects we construct. The land to be free of encroachments and encumbrances and
with environmental clearances are beyond our control and contingent on the government providing the tracts of
land. Their failure to acquire the relevant land, free of encumbrances and on time, may cause project delays. cost
overruns or even force us to change or abandon the projects completely. We may be entitled to terminate such
contracts on the basis of our counterparty's default, such as the failure to acquire or lease the requisite land or right
of way, and be entitled to a termination payment from the customer. However, such payment may not be sufficient
to cover the losses incurred by the project companies in the construction of the projects. There may be cases which
may further lead to disputes and cross-claims for liquidated damages between us and the customers. These factors,
either individually or collectively, could have an adverse effect on our business, financial condition and results of
operations.
Failure to acquire land may lead to a change of scope of the project or payment delays or disputes with the
government entity for claims in connection with a completed project's eligibility for an early completion bonus (if
any). We will continue to face risks associated with implementation which could be due to reasons beyond our
control such as delays from the concession authority or joint venture partners with whom we have entered into
contractual arrangements. Further, any delay or inability to complete such land acquisitions may also result in
termination of our project contracts, increase in the price of construction materials from original estimates, which
we may not be able to pass on to the contractors or users of projects. While we have had not faced any instances
where the government customer was unable to provide the project land and the contract was consequently
terminated, any such instances in the future could have an adverse effect on our business, results of operations and
financial condition. While we have not experienced contract terminations due to such issues in the nine months
period ended December 31, 2025 and the last three Fiscals, certain delays have occurred in some projects; however,
these have generally been minor and reflect broader industry trends rather than issues specific to our Company. The
risk of delays or terminations remain inherent to our business and could adversely affect our operations, results of
operations, and financial condition.
In addition, relevant laws and regulations may change in the future, requiring the expenditure of resources and any
changes in development plans and development control regulations of the various cities in which we operate are
subject to change which may affect our business. Any changes and related uncertainties with respect to the
implementation of new regulations may have an adverse effect on our business, financial condition and results of
operations, including delays in commissioning schedule of our projects.
21. If any of our projects are terminated prematurely, we may not receive payments due to us, which could adversely
affect our business, financial condition and results of operation.
38We may face delays in our EPC/turnkey projects due to the internal processes/customer processes involving
periodical approval of project milestones resulting in delay in project execution, which adversely impacts us,
especially if the contract is on a fixed-rate basis. Actual or claimed defects in equipment procured and/or
construction quality could give rise to claims, liabilities, costs and expenses, relating to loss of life, personal injury,
damage to property, damage to equipment and facilities, pollution, inefficient operating processes, loss of
production or suspension of operations. Our agreements with project owners can be terminated prematurely by
project owners for several reasons, including:
• failure to comply with operational or maintenance standards prescribed under agreements;
• failure to provide, extend or replenish performance security required under agreements;
• failure to cure a default within the stipulated cure period;
• failure to achieve project milestones to complete a project within the prescribed timelines;
• abandonment or intention to abandon construction or operation of a project by us without the prior written
consent of the project owner;
• occurrence of à force majeure event, such as an act of god, act of war, expropriation or compulsory;
• bankruptcy, insolvency, initiation of liquidation, dissolution, winding up or amalgamation of our Company or
the joint venture;
• have an execution levied by any competent court/authority on the goods or property on the work;
• disregard the instruction of the customer or contravene any provision of the contract;
• fail to adhere to agreed programme of work, programme of billing schedules, arrange reconciliation of
materials and adhere to the specifications of work;
• fail to take steps to employ competent or additional staff, labour or workmen as required by the Customer;
• fail to resolve disputes if any, between the partners/ owners/ management of the Company leading to stoppage
of work, reduction in levels of work progress required under the said contract;
• failure to comply with any other material term of the relevant agreement;
• failure to perform work in accordance with the terms of the agreement or stoppage of work, resulting in a
breach of our agreements;
• or for convenience, with prior written notice.
If any of the foregoing occur, project owners may terminate our agreements with them, which will adversely affect
our business, financial condition, cash flows and results of operations. While none of our agreements have been
terminated, called-off or delayed by us, or by our counterparties and customers, in the nine months period ended
December 31, 2025 and the last three Fiscals, we cannot assure you that our operations will not be adversely affected
if any such disruptions occur in the future.
Further, while we typically give performance guarantees and other guarantees to our customers in relation to our
projects, in case of non-performance due to delay, the said guarantees may be invoked by our customers and such
liabilities may become effective. Any significant operational problems or the temporary unavailability of the
machines and equipment could result in delays or incomplete projects or services and adversely affect our results
of operations. We cannot assure you whether there will be further delays in our ongoing projects or future projects
and we will face penalties in that regard, which may result in an adverse impact on our financial condition,
operations and reputation.
If our agreements are terminated for reasons attributable to the project owner, we are typically entitled to receive a
termination payment in accordance with the terms of the agreement. However, we cannot assure you that project
owners will actually make such payments or that such payments will be adequate to recover our costs. If any of the
foregoing occur, project owners may terminate our agreements with them, which will adversely affect our business,
financial condition, cash flows, and results of operations. While there have been no such instances in the nine months
period ended December 31, 2025 and the last three Fiscals, we cannot assure you that we will receive termination
payments if the agreements are terminated for reasons attributable to the project owner, nor can we guarantee that
such payments will be sufficient to cover our costs.
22. There are outstanding legal proceedings involving our Company. Any adverse decision in such proceedings may
adversely affect our business, financial condition and results of operations.
There are outstanding legal proceedings involving our Company. These legal proceedings are pending at different
levels of adjudication before various courts and tribunals. The following table sets forth a summary of the litigation
involving our Company, in accordance with the materiality policy adopted by our Board. For further details of such
outstanding legal proceedings, see “Outstanding Litigation and Material Developments” on page 415.
39Disciplinary
Statutory actions by the Aggregate
Other
Criminal Tax or SEBI or Stock amount
Name of entity material
proceedings proceedings regulatory Exchanges involved*
proceedings
proceedings against our (in ₹ lakhs)
Promoters
Company
By our Company Nil Nil Nil N.A. 1 181.17
Against our
Nil 7 Nil N.A. Nil 168.33
Company
*To the extent ascertainable and quantifiable
We cannot assure you that legal proceedings will be settled in our favour or at all, or that no additional liability will
arise out of these proceedings. Further, such proceedings could divert our management's time and attention and
consume financial resources in their defense or prosecution. Further, an adverse outcome in any of these proceedings
may affect our reputation, standing with customers and future business, and could adversely affect our business,
financial condition and results of operations.
23. We face certain competitive pressures from the existing competitors and new entrants in both public and private
sector. Increased competition and aggressive bidding by such competitors are expected to make our ability to
procure business in future more uncertain which may adversely affect our business, financial condition and
results of operations.
Our business is highly competitive as we face competition from the competitors in the domestic market. For details
on our listed peers, see “Basis of Offer Price- Comparison of accounting ratios with listed industry peers” on page
137. Our Company primarily procures projects on the basis of competitive bidding which entails significant
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. We may not be in a position to aggressively price our services in the future
which may result in loss of business and adversely affect our future prospects. With increased competition, our
ability to estimate costs to provide services required under the contracts and ability to deliver the project in a timely
manner will determine our profitability and competitive position in the market.
The power EPC segment faces stiff competition, especially in the 132kV to 400kV range, where both national
players and regional contractors aggressively participate in state and central bidding processes. Tendering norms
often include stringent net worth, solvency, and past experience thresholds, which limit first-time entrants and
encourage consortium or JV-based bidding strategies. L1 pricing pressures persist, but players differentiate
themselves through safety compliance, manpower readiness, and ability to mobilize equipment quickly for
geographically diverse projects (Source: D&B Report). There can be no assurance that we will be able to compete
successfully against our competitors as well as new entrants in our industry in the future, or that the companies that
are not directly in competition with us now will not compete with us in the future. Accordingly, our business,
financial condition, results of operations and future prospects would be adversely and materially affected if we are
unable to maintain our competitive advantage and compete successfully against our competitors and any new
entrants to our industry in the future.
24. We have experienced growth in recent years and may be unable to sustain our growth or manage it effectively.
We cannot assure you that we will be able to successfully execute our growth strategies, which could affect our
business, prospects, results of operations and financial condition.
We have expanded our operations and experienced growth in recent years. Our revenue from operations grew at a
CAGR of 52.45% from ₹ 12,023.63 lakhs in Fiscal 2023 to ₹ 27,943.51 lakhs in Fiscal 2025, based on our Restated
Financial Information. Our profit for the year, calculated on the basis of our Restated Financial Information,
increased from ₹623.72 lakhs in Fiscal 2023 to ₹2,208.48 lakhs in Fiscal 2025 at a CAGR of 88.17%. For the nine-
months period ended December 31, 2025, our Revenue from operations, Profit after tax and EBITDA was ₹
27,454.28 lakhs, ₹ 2,336.80 lakhs and ₹ 3,424.45 lakhs, respectively. For further details, see “Management's
Discussion and Analysis of Financial Condition and Results of Operations” and “Restated Financial Information”
on pages 377 and 307, respectively.
As of December 31, 2025, we have undertaken more than 75 projects in the State of Gujarat. Sustaining our growth
will require working capital investments and will also put pressure on our ability to effectively manage and control
historical and emerging risks. We may not be able to sustain our growth rates due to a variety of factors such as a
work stoppages, labour or social unrest, environmental activism, adverse weather conditions such as cyclones and
40monsoons, natural calamities, delays in construction, delays in clearances, increased cost of raw materials,
unavailability of adequate funding, inability to onboard experienced members for our management team or a general
slowdown in the economy or the industries in which we operate.
Our growth has placed, and continues to place, significant demands on our internal administrative infrastructure,
our managerial, technical and operational capabilities as well as our financial, management and other internal risk
control systems. We may not be successful in controlling our input costs, effectively managing our internal supply
chain. If we are unable to complete our projects on time in line with our customer requirements with our ability to
maintain high levels of customer satisfaction and quality standards. develop and maintain relationships with our
suppliers, improve our operations and technology systems and maintain risk management standards, operate in
markets or geographies where we have limited experience and preserve a uniform culture, values and work ethic in
our operations.
As part of our growth strategy, we aim to further strengthen our presence by expanding our geographical footprint,
enhance operational efficiency and cost management in the execution of our projects, and capitalize on the
increasing demand for power transmission and distribution by actively bidding for large-scale, high-value projects
across India.Our growth strategies could place significant demand on our management and our administrative,
technological, operational and financial infrastructure. Any failure to sustain our growth or an expansion in the
scope and complexity of our operations as a result of any or a combination of the foregoing factors may have an
adverse effect on our revenues, and our operating margins may also decline, which may adversely affect our
business, results of operations, and financial condition.
25. We are subject to strict quality requirements, and any failure by us, our subcontractors, suppliers, or customers
to comply with such standards may lead to delays in project execution, cancellation of contracts, or exposure to
potential liability claims.
We face an inherent business risk of exposure to defects in construction quality, equipment procured, or materials
used in our projects, which could result in personal injury, property damage, or financial loss. We may not be able
to consistently meet regulatory standards, or the quality standards imposed by our customers, suppliers, or
applicable to our operating processes, which could have a material adverse effect on our business, financial
condition, results of operations, and cash flows.
We are required to obtain approvals, certifications, and licenses for project quality verification and safety
compliance. Our Company has obtained ISO 9001:2015 (Quality Management Systems), ISO 45001:2018
(Occupational Health & Safety Management Systems) and ISO 14001:2015 (Environmental Management Systems)
certifications, and our project sites are subject to rigorous quality control checks, accreditation requirements,
periodic inspections, and customer audits from various authorities and customers. While we have not experienced
any instances of material defect issues or failure to comply with quality standards in the nine months period ended
December 31, 2025 and the last three Fiscals, if any of our projects do not meet regulatory standards or are found
defective, we may be, inter alia, (i) held responsible for damages relating to defective execution, (ii) required to
repair, replace, or re-execute portions of the project, (iii) incur significant costs to defend such claims, or (iv) face
restrictions in bidding for or executing future projects.
While there have not been any material claims or cancellation of contracts on account of quality issues resulting in
a material adverse impact on our business, financial condition, results of operations, and cash flows in the nine
months period ended December 31, 2025 and the last three Fiscals, there can be no assurance that this will continue
in the future. Because of the long-life cycle of projects, latent defects might not appear for several years after
completion. The failure by us or any of our suppliers or subcontractors to achieve or maintain compliance with
quality requirements may disrupt our ability to complete projects in a timely manner, meet contractual obligations,
or maintain our reputation. The quality of raw materials and equipment supplied has a direct impact on the successful
execution of our projects, and any shortcomings in these areas could affect our brand image, business, and revenue.
Our failure to comply with applicable regulations and standards could lead to adverse consequences, including
penalties, fines, termination of contracts, disqualification from bidding processes, delays, suspension or withdrawal
of approvals, and reputational harm, all of which could materially and adversely affect our business. While there
have been no such instances in the nine months period ended December 31, 2025 and the past three fiscals, we
cannot assure you that such risks will not arise in the future. There can also be no assurance that if we need to
engage new suppliers or subcontractors to satisfy project requirements, we will be able to identify and onboard them
in compliance with regulatory and customer requirements in a timely manner, or at all. Failure to do so could lead
to cancellation of contracts and have a material adverse effect on our business, financial condition, results of
operations, and cash flows.
4126. Trade receivables, deposit with bank held as margin money (including non-current), contract assets and
inventories form a substantial part of our current assets and net worth. Failure to manage the same could have
an adverse effect on our profitability, cash flow and liquidity.
Our business is working capital intensive and hence, trade receivables, other current assets including contract assets,
deposit with bank held as margin money (including non-current) and inventories form substantial part of our current
assets and net worth. For the nine months period ended December 31, 2025 and Fiscals 2025, 2024 and 2023, our
trade receivables, contract assets, deposits with banks held as margin money (including non-current) and
inventories, on an aggregate basis, constituted approximately the following percentages of our total assets, as set
forth in the table below:
Nine months period
ended December 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars
% of Amount % of Amount % of Amount % of
Amount
Total (in ₹ Total (in ₹ Total (in ₹ Total
(in ₹ lakhs)
Assets lakhs) Assets lakhs) Assets lakhs) Assets
Trade Receivables 14,406.60 60.01 9011.20 60.01 6989.09 59.31 5781.65 54.99
Contract Assets
1,099.09 4.58 344.15 2.29 82.33 0.70 107.46 1.02
(Net)
Deposit with bank
held as margin
3,978.16 16.57 2740.01 18.25 2239.06 19.00 2080.37 19.79
money (including
non-current)
Inventory 788.73 3.29 747.16 4.98 194.79 1.65 266.95 2.54
Total 20,272.57 84.45 12,842.50 85.53 9,505.27 80.66 8,236.42 78.34
The results of operations of our business and our overall financial condition are hence dependent on our ability to
effectively manage our inventory, contract assets, deposit with bank held as margin money (including non-current)
and trade receivables. We generally procure raw materials on the basis of management estimates based on past
requirements and future estimates. To effectively manage our supplies inventory, we must be able to accurately
estimate customer demand, project requirements, project timelines and supply requirements and purchase new
inventory accordingly. However, if our management misjudges expected project timelines and customer demand,
it could cause either a shortage of construction materials or an accumulation of excess inventory. Further, if we fail
to finish any project within the given timelines, we may be required to carry work-in- progress inventory in our
books and pay for fresh supplies on other projects without receiving payment for earlier projects, requiring to create
additional vendor financing, all of which could have an adverse impact on our income and cash flows.
To effectively manage our trade receivables, we must be able to accurately evaluate the credit worthiness of our
customers, contractors/employers and ensure that suitable terms and conditions are given to them in order to ensure
our continued relationship with them. However, if our management fails to accurately evaluate the credit worthiness
of our customers, it may lead to bad debts, delays in recoveries and or write-offs which could lead to a liquidity
crunch, thereby adversely affecting our business and results of operations. A liquidity crunch may also result in
increased working capital borrowings and, consequently, higher finance cost which will adversely impact our
profitability.
27. Our Company has delayed in complying with certain statutory provisions under the Companies Act, 2013 and
the Foreign Exchange Management Act, 1999 (“FEMA”). Such delayed compliance /lapses may attract certain
penalties.
Our Company is required to comply with various statutory provisions and make timely filings under applicable
laws, including the Companies Act, 2013, FEMA and other relevant regulations. These statutory filings are critical
to ensure transparency, regulatory compliance, and smooth functioning of our business operations. While we
endeavor to comply with all applicable laws and file required forms and returns within the prescribed timelines,
there have been instances of delays in meeting certain filing requirements due to various reasons, including
administrative oversights or technical issues. That forms that have been inadvertently been filed with a delay include
Form No. CHG-4, Form No. CHG-1, Form No. AOC-4 XBRL, Form No. MGT-7, Form No. MSME-1 and Form
No. DPT-3 etc. filed with the RoC from time to time. Additionally, Form FC-GPR (foreign currency–gross
provisional return) was filed after the prescribed due date, for which the applicable penalty was duly paid.
In the past, such delays have resulted in the payment of late fees, and while no show-cause notice or adverse action
has been received to date, there is no assurance that regulatory authorities may not impose penalties or initiate
42actions against us in the future. Any such penalties, actions, or reputational damage arising from these delays could
adversely affect our financial condition and operational stability.
We remain committed to improving our compliance mechanisms and have implemented measures to strengthen
internal controls, enhance monitoring processes, and minimize the risk of future delays. Despite these efforts, any
potential non-compliance or delay in the future could expose us to penalties, regulatory scrutiny, or other adverse
consequences, which may impact our business, results of operations, and reputation.
28. Our insurance coverage may be inadequate, which could have an adverse effect on our financial condition and
results of operations.
Our operations are subject to hazards inherent to providing engineering services, such as risk of equipment failure,
work accidents, fire, earthquake, flood and other force majeure events, acts of terrorism and explosions including
hazards that may cause injury and loss of life, severe damage to and the destruction of property and equipment and
environmental damage. We believe that we have generally maintained insurance covering policies in relation to
construction and erection, workmen compensation, fire and burglary, vehicle and machinery, keyman and the
properties of our Company However, we may not have sufficient insurance coverage to cover all possible economic
losses.
The table below sets forth our total insurance coverage as of the Fiscals and period indicated:
(in ₹ lakhs, unless specified otherwise)
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Amount of total fixed assets
1,179.28 951.84 1,062.45 1,141.40
(including investment property)
Amount of insurable fixed assets 1,151.39 923.86 1,034.44 1,113.35
Amount of sum assured in
1,705.94 857.34 971.84 1,002.57
insurances obtained
Amount of sum assured as % of
148.16 92.80 93.95 90.05
insurable fixed assets (in %)
Amount of sum assured as % of total
144.66 90.07 91.47 87.84
fixed assets (in %)
As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, vide their certificate dated April 04,
2026..
There are possible losses, which we may not have insured against or covered or wherein the insurance cover in
relation to the same may not be adequate. If we were to incur a serious uninsured loss or a loss that significantly
exceeds the limits of our insurance policies, it could have a material adverse effect on our business, financial
condition, results of operations and cash flows. For details, see “Our Business –Insurance” on page 262. While we
have not experienced substantial uninsured losses during the nine months period ended December 31, 2025 and the
past three Fiscals, in the event of a substantial uninsured future loss, our policies may not be sufficient to recover
the full current market value or current replacement cost of our assets.
Further, in certain instances, the claims that may arise in connection with our projects, operations or liabilities may
exceed the coverage limits under our existing insurance policies. In such cases, our Company will be required to
bear such excess costs from its own resources, which could materially and adversely affect our business, financial
condition, results of operations, cash flows and reputation. Also see, “ - Our business and operation involve inherent
occupational hazards which can be dangerous and could cause injuries to people or property” on page 54.
The occurrence of an event for which we are not adequately or sufficiently insured, or changes in our insurance
policies (including premium increases or the imposition of deductible or co-insurance requirements), could have an
adverse effect on our business, reputation, results of operations, financial condition and cash flows. Further, we
cannot assure you that renewal of our insurance policies in the normal course of our business will be granted in a
timely manner, at an acceptable cost or at all.
29. Our financing agreements contain covenants that limit our flexibility in operating our business. Further, our
Company has availed unsecured loans from banks and other financial institutions, which may be recalled on
demand. If we are not in compliance with certain of these covenants and are unable to obtain waivers from the
respective lenders, our lenders may accelerate the repayment schedules, and enforce their respective security
interests, leading to a material adverse effect on our business and financial condition.
43As on December 31, 2025, our borrowings were ₹ 3,846.75 lakhs. A portion of these borrowings is secured by first
and exclusive charge by way of hypothecation over identified receivables, hypothecation of movable assets
including current assets (both present and future), fixed deposit, security cheques, investment in mutual funds and
personal guarantees from the Promoters and certain members of promoter group of our Company. Our existing
financing arrangements contain a number of restrictive covenants that impose significant operating and financial
restrictions on us and may limit our ability to, without prior consents from the lenders, engage in acts that may be
in our long-term best interest, including restrictions on our ability to, among other matters,change in our capital
structure, ownership or shareholding pattern and in the management control of our Company, change in our
ownership or capital structure where the shareholding of certain of our existing Promoters gets diluted below current
levels or leads to dilution in controlling stake, any scheme of merger, amalgamation, de-merger, re-arrangement,
reorganization, compromise or reconstruction by our Company or investing in third parties, change in the
management or management set up of our Company or any change in the composition of our Board, management
control of our Company including resignation of promoter or director, invest in, extend any advance/loans, to any
group companies/associates/subsidiary/any other third party, repay subordinated loans of group companies or resort
to additional borrowings without consent, any changes in the Memorandum of Association and Articles of
Association our Company, selling, assigning, mortgaging or disposing off any fixed assets of our Company charged
with the Lendor, creating charge, lien or encumbrance over the Company’s undertaking or any part thereof in favor
of any financial institution, bank, company, firm or persons. If we are not in compliance with certain of these
covenants and are unable to obtain waivers from the respective lenders or if any events of default occur, our lenders
may accelerate the repayment schedules or terminate our credit facilities. We have applied to our lenders and we
have received consents from the relevant lenders, in relation to this Offer. However, we cannot assure you that such
consents will be granted in the future or at all. While there have been no such instances in the nine months period
ended December 31, 2025 and the three preceding Fiscals, our failure to meet our obligations under our financing
agreements could have an adverse effect on our business, results of operations and financial condition. If the
obligations under any of our financing agreements are accelerated, we may have to dedicate a substantial portion of
our cash flow from operations to make payments under such financing documents, thereby reducing the availability
of cash for our business operations.
Our future borrowings may also contain similar restrictive provisions. For the nine months period ended December
31, 2025 and Fiscals 2025, 2024 and 2023, we have outstanding unsecured loans amounting to ₹ 725.44 lakhs, ₹
0.85 lakhs, ₹ 193.39 lakhs, and ₹ 642.27 lakhs, respectively, from banks and other financial institutions, which are
repayable on demand to them. These loans are not repayable in accordance with any agreed repayment schedule
and may be recalled by the relevant lender at any time. In such cases, we may be required to repay the entirety of
the unsecured loans together with accrued interest. There can be no assurance that the lenders will not recall such
borrowings or if we will be able to repay loans advanced to us in a timely manner or at all. Subsequently, if we are
unable to pay our debt, affected lenders could also proceed against any collateral granted to them to secure such
indebtedness. Further, such covenant defaults could result in cross-defaults in our other debt financing agreements.
In the event our lenders accelerate the repayment of our borrowings, there can be no assurance that we will have
sufficient assets to repay our indebtedness.
If our future cash flows from operations and other capital resources become insufficient to pay our debt obligations
or our contractual obligations, or to fund our other liquidity needs, we may be forced to sell assets or attempt to
restructure or refinance our existing indebtedness. Our ability to restructure or refinance our debt will depend on
the condition of the capital markets and our financial condition at such time. Any refinancing of our debt could be
at higher interest rates and may require us to comply with more onerous covenants, which could further restrict our
business operations. The terms of existing or future debt instruments may restrict us from adopting some of these
alternatives. In addition, any failure to make payments of interest or principal on our outstanding indebtedness on a
timely basis would likely result in a reduction of our creditworthiness or credit rating, which could harm our ability
to incur additional indebtedness on acceptable terms. While there have been no such instances in the nine months
period ended December 31, 2025 and Fiscals 2025, 2024, and 2023, there can be no assurance that such events will
not occur in the future, which could adversely effect our business, results of operations and financial condition.
30. We sub-contract part of the work in our contracts to third parties. We would be liable for any delay or default by
such sub-contractor. Sub-contracting of maintenance activities requires prior approval from the authorities and
failure to obtain such approvals would result in a breach of the terms of the project contracts.
We engage sub-contractors for various aspects of our projects, including specialized works and execution support
at project sites. While sub-contracting allows us to optimize resources and manage multiple projects simultaneously,
it also exposes us to risks relating to performance, quality, timeliness, pricing, and compliance by such sub-
contractors. Any delay, default, or deficiency in performance by sub-contractors, including failure to adhere to
contractual obligations, quality standards, or applicable legal and safety requirements, could adversely affect the
progress of our projects and result in cost overruns, delays in project completion, or reputational harm.
44Further, our ability to manage and supervise sub-contractors is subject to limitations, and despite our monitoring
mechanisms, we cannot assure you that sub-contractors will perform their obligations satisfactorily or within agreed
timelines. In addition, disputes with sub-contractors, unanticipated price escalations, shortage of skilled labor, or
changes in regulatory framework governing contract labor could expose us to financial and operational risks. While
we have not experienced any material default or delay by our sub-contractors in the nine months period ended
December 31, 2025 and last three Fiscals, there can be no assurance that similar issues will not occur in the future.
Any delay, default, or deficiency in performance by sub-contractors or consortium partners could adversely affect
the progress of our projects, result in cost overruns, contractual liabilities, or reputational harm, and may materially
and adversely affect our business, financial condition, results of operations, and reputation.
31. Certain of our historical corporate and secretarial records are not traceable. We cannot assure you that
regulatory proceedings or actions will not be initiated against us in the future which may impact our financial
condition and reputation and we will not be subject to any penalty imposed by the competent regulatory authority
in this regard.
Certain of our historical and corporate secretarial records, i.e. Forms ADT-1 and ADT-3 are not traceable in our
records, despite conducting internal searches. In relation to the same, we have relied on the search report dated April
04, 2026 issued by Mittal V Kothari & Associates represented by Mittal V Kothari, Company Secretary (having
C.P. number 17202), as well as reviewed the corporate filings made, and records maintained by our Company. In
this regard, we have intimated RoC about the non-traceability of the missing records vide our letter dated September
30, 2025. Further, while there have been no regulatory proceedings or actions initiated against us in relation to the
aforementioned non-availability of the corporate records, we cannot assure you that any legal proceedings or
regulatory actions will not be initiated against our Company in future or that we will not be subject to any penalty
imposed by any competent regulatory authority in this respect.
32. High attrition rate of permanent employees may impact our business operations, productivity, financial
performance and growth.
We believe our employees and personnel are one of our most important assets and critical to maintaining our
competitive position in our industry. Please see “ - For our business, we rely heavily on our Promoters namely,
Kalpesh Dhanjibhai Patel, Kanubhai Patel and Vasantkumar Narayanbhai Patel, who are the Chairman and
Executive Director, Managing Director and Whole-Time Director, respectively. Our business performance may
have an adverse effect by their departure or by our failure to recruit or keep them” on page 61. As of December
31, 2025, the total number of permanent employees stood at 1,164, which is an increase from 958 in Fiscal 2023.
However, we have experienced varying levels of employee attrition over the nine months period ended December
31, 2025 and the last three Fiscals, which may present risks to our business continuity and growth.
Set out below are details of attrition of our permanent employees for the Fiscals and period indicated:
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Total no. of permanent
1,164 1,266 1185 958
employees
Attrition rate of our permanent
24.52 32.15 54.32 30.83
employees (in %)*^
* Attrition rate has been calculated by dividing the total number of permanent employees who resigned during the relevant
year/period with the total headcount of the permanent employees at the end of the year and the number of permanent employees
resigned during the year/period.
Note: The attrition rate includes permanent employees deployed under short-term, project-specific O&M contracts, which
involve higher employee turnover and therefore, impact the overall attrition rate.
We have faced challenges related to employee turnover in the aforesaid periods, and this may be attributed to factors
such as competitive markets, changing employee expectations, and industry-wide trends in labor mobility. We have
implemented measures such as employee engagement through performance awards, and skill development
initiatives through training programs to mitigate attrition risk. Furthermore, for employees deployed under short-
term, project-specific O&M contracts, we manage transitions strategically to ensure minimal operational disruption.
While these measures are intended to manage attrition effectively, minimize potential disruption, and help ensure
that our attrition levels remain broadly in line with industry standards, we cannot assure you that such measures will
be effective. If the attrition rate continues at elevated levels, it could have a material adverse effect on our business
operations, financial performance, and future growth prospects.
4533. There are certain defaults/ delay in payment of statutory dues by us. Any further default/delay in payment of
statutory dues may attract regulatory action from the respective government authorities and in turn may have a
material adverse impact on our financial condition and cash flows.
We have had instances of defaults/delay in the payment of certain statutory dues with respect to tax deducted at
source, goods and services tax and professional tax. The below tables set forth the instances of delay in statutory
dues paid in the nine months period ended December 31, 2025 and the last three Fiscals:
Nine months period ended December 31, 2025
Amount for which
Nature of statutory dues No. of
payment was delayed Payment date(s) Reason for delay
Days
(in ₹ lakhs)
Employee state insurance 0.21 August 18, 2025 3 Days Administrative reason
Total 0.21 - - -
Note: As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, vide their certificate dated April
14, 2026.
Fiscal 2025
Amount for which
Nature of statutory dues No. of
payment was delayed Payment date(s) Reason for delay
Days
(in ₹ lakhs)
Provident fund* 0.03 March 20, 2025 5 days Administrative reason
October 17, 2024 &
Professional tax 4.78 2 - 3 days Administrative reason
February 18, 2025
Total 4.81 - -
*Provident fund includes employer’s contribution and administration charges pertaining to it.
Note: As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, vide their certificate dated April
14, 2026.
Fiscal 2024
Amount for which
Nature of statutory dues No. of
payment was delayed Payment date(s) Reason for delay
Days
(in ₹ lakhs)
Employee state insurance 0.77 September 18, 2023 3 days Administrative reason
Note: As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, vide their certificate dated April
14, 2026.
Fiscal 2023
Amount for which
Nature of statutory dues No. of
payment was delayed Payment date Reason for delay
Days
(in ₹ lakhs)
Employee state insurance 0.08 August 16, 2022 1 day Administrative reason
Note: As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, vide their certificate dated April
14, 2026.
Our Company is required to pay certain statutory dues including provident fund contributions and employee state
insurance contributions as indicated in the tables below. The table below sets forth the details of the statutory dues
paid by our Company, including in relation to our employees for the periods indicated below:
For the period / Fiscal
Nine months period
ended December 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
Nature of
2025
statutory
dues Total No. of Total No. of Total Total
No. of Dues employees Dues employees Dues No. of Dues
employees (in ₹ (in ₹ (in ₹ employees (in ₹
lakhs) lakhs) lakhs) lakhs)
46Employee
state 294 1.97 184 12.38 172 10.02 47 4.67
insurance
Gratuity 1,164 36.65 - 110.09 - 54.54 - 22.33
Provident
1,154 187.14 1,262 502.37 1,174 484.08 933 284.40
fund**
Professional
1,166 21.83 1,265 31.07 1,154 22.04 75 1.98
tax
Tax
deducted at
3 136.42 3 187.77 3 191.91 3 182.07
source on
salary
Labour
welfare 1,187 0.15 - 0.43 - 0.45 - 0.31
fund
Total - 384.16 - 844.11 - 763.04 - 495.76
** Provident fund includes employer’s contribution and administration charges pertaining to it.
Note: As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, vide their certificate dated April
14, 2026.
There are no pending unpaid dues by our Company as on date. Our Company has taken measures to mitigate delays
in statutory payment by internally tracking the date of payment well in advance before the due date. However, there
can be no assurance that such defaults/ delay may not arise in the future. This may lead to regulatory action from
respective government authorities which may have a material adverse impact on our financial condition and cash
flows.
34. We have not yet placed orders in relation to the capital expenditure to be incurred which we intend to fund
through our Net Proceeds. In the event of any delay in placing the orders, or in the event the vendors are not
able to provide the equipment in a timely manner, or at all, may result in time and cost over-runs and our
business, prospects and results of operations may be adversely affected.
Our Company is planning to undertake capital expenditure requirements of our Company towards purchase of
machinery and equipment. For further details, see “Objects of the Offer” on page 112.
While we have procured quotations from various vendors in relation to the proposed capital expenditure, we do not
have any firm arrangements for any of them. For details, see “Objects of the Offer” on page 112. Such quotations
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
quotations or that there will not be cost escalations. In the event of any delay in placing the orders, or an escalation
in the cost of acquisition of the equipment or in the event the vendors are not able to provide the equipment in a
timely manner, or at all, we may encounter time and cost overruns for our proposed capital expenditure. We have
estimated the total cost of such capital expenditure to be incurred by our Company as ₹ 1,120.94 lakhs. For further
information including details regarding quotations obtained from vendors for the purchase of equipment and
machinery, see “Objects of the Offer” on page 112. We cannot assure you that we will be able to place orders for
such equipment and machinery, in a timely manner or at all.
In addition, certain quotations received by us for the proposed equipment and machinery are from overseas suppliers
and are therefore exposed to fluctuations in foreign exchange rates. Any adverse movement in currency exchange
rates between the date of obtaining such quotations and the date of actual payment may increase the effective cost
of acquisition of such equipment and machinery. Further, any changes in international pricing, customs duties,
freight charges, import-related compliances, or geopolitical developments may also impact the final landed cost and
delivery timelines of such imported equipment. We cannot assure you that the foreign exchange rates prevailing at
the time of placing the orders or making payments will be favorable, or that the total cost incurred will not exceed
our estimates. Any such increase in cost or delay in procurement may adversely affect our capital expenditure plans,
the deployment of Net Proceeds, and consequently, our operations, cash flows, and financial condition.
Further, the costs of such equipment and machinery may escalate or vary based on external factors which may not
be in our control. If our actual expenses on equipment and machinery significantly exceed our estimates, or there is
a delay in the delivery of such equipment and machinery, we may not be able to achieve the intended economic
benefits, which in turn may adversely affect our results of operations, financial condition, cash flows, and prospects.
We may not be able to install and duly utilise the equipment and machinery to be purchased from the Net Proceeds
47due to factors beyond our control such as labour shortages, inadequate performance of the equipment and machinery
installed in our Manufacturing Facility, defects in design or construction, the possibility of unanticipated future
regulatory restrictions, taxes and duties, delays in receiving or non-receipt of governmental, statutory and other
regulatory approvals as we apply for them at various stages of the expansion, environment costs and other external
factors. In the event of any delay in the placement of such orders and/or delivery of such equipment and machinery,
the proposed schedule of implementation of our proposed expansion and deployment of the Net Proceeds may be
extended or may vary accordingly, which could have an adverse impact on our growth, prospects, cash flows, results
of operations and financial condition.
35. The failure of a JV counterparty to perform its obligations could impose additional financial and performance
obligations resulting in reduced profits or, in some cases, significant losses, and it may adversely affect our
business, results of operations and financial condition.
Typically, we bid for projects as the sole contractor, with full responsibility for the entire project, including sole
discretion to select and supervise subcontractors, if required. However, from time to time, we form joint ventures
with other entities operating in the EPC sector. We have recently formed a joint venture to bid for and execute a
project in the state of Rajasthan. For further details of our Joint Ventures, see “History and Certain Corporate
Matters – Joint Ventures” on page 273.
The type of joint ventures we engage are project-specific joint ventures in the form of an unincorporated "association
of persons" as defined under the Income-tax Act, 2025 established to target and execute certain projects. These JVs
are treated as an extension of the Company itself as in substance the Company assumes all the risk and rewards
related to such arrangements including managing operations of such projects. We are responsible for project
completion. However, each member's scope of work is clearly defined, along with the corresponding revenue split.
Accordingly, if other parties in our joint ventures default on their duties, we will remain liable for completion of the
project. In such cases we may be required to commit additional resources to ensure that the project is completed on
schedule to avoid any claims for liquidated damages from customers. Such additional obligations could result in
reduced profits or, in some cases, significant losses. The inability of a JV counterparty to continue with a project
due to financial or other difficulties could mean that we may need to bear increased and possibly sole responsibility
for the completion of the project and bear a correspondingly greater share of the financial risk of the project.
Any disputes that may arise between us and our JV counterparties may cause delays in completion or the suspension
or abandonment of the project, and we may not be able to recover the capital that we have invested. We may, in
certain instances, fail to reach agreement on significant decisions in a timely manner. While there has been no past
instance of material disputes with our JV counterparties and no past material instance of a JV counterparty failing
to perform its obligations, we cannot control the actions of our JV counterparties, including any non-performance,
default by, or bankruptcy of, our partners, and we typically share liability or have joint and/or several liability with
our partners for such matters. Any of the foregoing could adversely affect our business, financial condition and
results of operations. While in the nine months period ended December 31, 2025 and the last three Fiscals we have
not undertaken any joint operations and therefore, there have been no material adverse instances arising from our
joint operations, there can be no assurance that such risks will not materialize in the future with respect to our current
Joint Venture or any other joint operation that we may undertake in the future.
36. We require various statutory and regulatory permits and approvals in the ordinary course of our business, and
our failure to obtain, renew or maintain them in a timely manner may adversely affect our operations.
We require various statutory and regulatory permits, approvals, licenses, registrations and permissions for our
business and operations some of which may have expired and for which we may have either made or are in the
process of making an application for obtaining the approval. For details of the key laws and regulations applicable
to us, see “Key Regulations and Policies in India” on page 264. We may need to apply for further approvals in the
future including renewal of approvals that may expire from time to time. We cannot assure you that the relevant
authorities will issue such permits or approvals in the timeframe anticipated by us or at all.
Failure to renew, maintain or obtain the required permits or approvals may result in the interruption of our operations
and may adversely affect our business, financial condition and results of operations.
Further, we cannot assure you that the approvals, licenses, registrations, and permits issued to us will not impose
onerous requirements and conditions on our operations or will not be suspended or revoked in the event of non-
compliance or alleged non-compliance with any terms or conditions thereof, or pursuant to any regulatory action.
While there have been no such instances in the past, any such instances in the future or failure to renew, maintain
or obtain, or any suspension or revocation of, the required permits or approvals at the requisite time may result in
stringent restrictions or interruption in all or some of our operations. Any failure to renew approvals that have
48expired or apply for and obtain the required approvals, licenses, registrations or permits, or any suspension or
revocation of any of approvals, licenses, registrations and permits that have been or may be issued to us, may
adversely affect our business, reputation and financial condition. For further information on our key approvals and
licenses, see “Government and Other Statutory Approvals” on page 419.
37. Our inability to protect or use our intellectual property rights may adversely affect our business. We may also
unintentionally infringe upon the intellectual property rights of others, any misappropriation of which could
harm our competitive position.
As on the date of this Prospectus, we have made various applications for registration of our logo (device
mark) in Classes 37, 39, 40, 42 and 9 under the provisions of the Trademarks Act, 1999, as amended, which are
currently pending. We have also made various applications for registration over the trademark logo
in Classes 37, 39, 40, 42 and 9 under the provisions of the Trademarks Act, 1999, as amended, which are currently
pending. In the absence of trademark registrations, we do not enjoy the statutory protections available to a registered
mark and we may not be able to initiate an infringement action against any third party who may be infringing our
trademarks. With respect to our trademarks that have been applied for and/or objected, we cannot assure you that
we will be successful in such a challenge nor can we assure that eventually our trademark applications will be
approved, which in turn could result in monetary loss.
There can be no assurance that our brand name or trademarks will not be adversely affected in the future by actions
that are beyond our control including customer complaints in relation to intellectual property rights infringement,
intellectual property infringements or adverse publicity from any other source in India and abroad. Any damage to
our brand name, if not immediately and sufficiently remedied, could have an adverse effect on our reputation,
competitive position in India and abroad, business, financial condition, results of operations and cash flows.
While we take care to ensure that we comply with the intellectual property rights of others, we cannot determine
with certainty whether we are infringing any existing third-party intellectual property rights which may force us to
alter our offerings. We may also be susceptible to objections and claims from third parties asserting infringement
and other related claims. While we have not been subject to any such claims in the past three Fiscals, any such
claims raised in the future could result in costly litigation, divert management’s attention and resources, subject us
to significant liabilities and require us to enter into potentially expensive royalty or licensing agreements or to cease
certain offerings. Further, necessary licenses may not be available to us on satisfactory terms, if at all. Any of the
foregoing could have an adverse effect on our business, results of operations, cash flows and financial condition. If
claims or actions are adjudicated against us from third parties asserting infringement and other related claims in
India and abroad, we may be required to obtain a license, modify our existing technology or cease the use of such
technology and design, or use a new non-infringing technology. In addition, we may decide to settle a claim or
action against us, the settlement of which could be costly and time consuming. We may also be liable for any past
infringement. Any of the foregoing could adversely affect our business, financial condition, results of operations
and cash flows.
The application of laws governing intellectual property rights in India is uncertain, evolving and could involve
substantial risks to us. Further, if we are unable to register our intellectual properties for any reason, including our
inability to remove objections to any trademark application, or if any of our unregistered trademarks are registered
in favour of or used by a third party in India or abroad, we may not be able to claim registered ownership of such
trademark, and as a result, we may not be able to seek remedies for infringement of those trademarks by third parties,
which would cause damage to our business prospects, reputation and goodwill in India and abroad. For details, see
“Our Business – Intellectual Property” and “Government and Other Statutory Approvals” on pages 260 and 419.
38. Our business model is centered around providing engineering, procurement, and construction (EPC) services
within the Power Infrastructure domain, and it is subject to various risks related to order procurement, project
execution, revenue generation, and profit margins.
Our business model revolves around providing engineering, procurement, and construction (EPC) services, within
the Power Infrastructure domain. We offer end-to-end services from conceptualization, design, supply, installation,
testing, and commissioning on a turnkey basis. The procurement of orders is primarily based on tendering processes,
and we compete with other companies for contracts. There is no guarantee that we will continue to win contracts or
maintain the same level of business in the future. We may face intense competition, particularly from established
players or larger companies with more resources, which could impact our ability to secure projects. Additionally,
delays or issues in the tendering process can lead to the postponement or cancellation of orders. For further details
see risk factor on “ - Our business is primarily dependent on tenders from public sector undertakings, which account
49for approximately 83.74%, 84.21%, 87.48% and 65.77% of our Order Book for the nine months period ended
December 31, 2025 and for Fiscals 2025, 2024 and 2023, respectively. However, delays or a lack of tenders from
public sector undertakings, along with adverse changes in government policies, could materially impact our
business through contract foreclosures, terminations, restructurings, or renegotiations, affecting our operations
and financial performance.” on page 26.
Further, our projects may have long timelines, and delays or issues in project execution, such as unforeseen technical
challenges, supply chain disruptions, or changes in government regulations, may impact the timely completion and
profitability of these projects. Any delays could lead to cost overruns and lower margins, affecting our overall
financial performance. For further details, see “- Our actual cost incurred in completing a project may vary
substantially from the assumptions underlying our bid. We may be unable to recover all or some of the additional
expenses incurred, which could adversely affect our financial condition, results of operation and cash flows” on
page 33.
Our revenue is dependent on the successful execution of EPC contracts, and the margins on such contracts can vary
depending on the type of the project. Infrastructure projects may have lower margins due to the competitive bidding
process and the need to account for various costs (such as raw materials, labor, and overheads). As a result, any
fluctuations in margins may impact our profitability. Please also see, “- The majority of our Order Book and our
revenues are from the transmission lines sector. Significant social, political, or economic changes in this sector
could adversely affect our business, results of operations, financial condition, and cash flows.” on page 31.
39. Any constraints in the availability of the electricity grid, including access to transmission lines in a timely and
cost-effective manner, could materially and adversely affect our business, financial condition, results of
operations and cash flow.
Power projects rely on transmission lines and other transmission and distribution facilities to transmit power to
electricity grids. Transmission and distribution facilities are typically owned and operated by state governments or
public entities. In India, the power transmission infrastructure, including the electricity grid, is less developed than
in developed countries. If construction of power projects in an area outpaces the transmission capacity of the
electricity grid in that area, we cannot assure you that the relevant government or public entity will upgrade the grid
infrastructure in a timely manner, or at all, which in turn could have a material adverse effect on the power
transmission infrastructure and distribution industry in that area, and consequently on our business, financial
condition, results of operations and cash flow.
Moreover, delays or inefficiencies in the upgrade and maintenance of transmission infrastructure can lead to
significant bottlenecks, resulting in the inability to deliver generated power to the grid. Such situations can cause
operational disruptions and financial losses due to unutilized capacity and contractual penalties for non-supply of
power. While any operational disruptions or financial losses arising from unutilized capacity or contractual penalties
for non-supply of power are typically borne by the DISCOM and not our Company, such situations may still impact
the timing and flow of our project operations.
Furthermore, the lack of a robust and extensive transmission network can lead to increased reliance on alternative
and potentially more expensive solutions, such as localized storage systems or private transmission arrangements,
further escalating operational costs. The dependence on state-operated transmission networks also introduces
regulatory risks, as changes in government policies, delays in regulatory approvals, or political instability can
directly affect grid access and operational efficiency.
While in the nine months period ended December 31, 2025 and the last three fiscals, our business has not been
materially adversely affected by the availability of the electricity grid in an area. However, any future constraints
in the availability of the electricity grid, including access to transmission lines in a timely and cost-effective manner,
could materially and adversely affect our business, financial condition, results of operations and cash flow.
40. Our business is exposed to sectoral, regulatory and market risks in the EPC industry, which could materially and
adversely affect our operations, profitability, and growth prospects.
Regulatory Uncertainty poses a significant threat to EPC projects in India’s power sector. Frequent amendments to
environmental regulations, land acquisition rules, and grid connectivity procedures often lead to delays in project
approvals and cost escalations. These uncertainties are particularly challenging for long-gestation projects like
transmission lines or large-scale renewable parks, where planning is done years in advance (Source: D&B Report).
The lack of consistency in regulations can also deter private investment and complicate financial closure, thereby
exposing EPC contractors, including our Company, to heightened compliance risks and uncertainty in project
execution.
50Commodity Price Fluctuations are a critical threat to EPC contractors, especially in the power sector where
infrastructure projects rely heavily on materials like steel, copper, aluminum, and cement. Sudden spikes in global
or domestic commodity prices can sharply erode project margins, particularly for fixed-price contracts that do not
incorporate robust escalation clauses. EPC firms often operate on thin profit margins and long project cycles,
making them vulnerable to such cost shocks (Source: D&B Report). Supply chain disruptions, geopolitical tensions,
and changes in import duties may further amplify input cost volatility. Without adequate contractual protections or
hedging mechanisms, our Company may be forced to absorb losses, which could adversely affect our financial
stability and future bidding capacity.
Payment Delays from DISCOMs remain a persistent challenge for EPC firms executing power infrastructure
projects. Many state-owned distribution companies (DISCOMs) face chronic financial distress due to high
Aggregate Technical & Commercial (AT&C) losses, under-recovery of power costs, and inefficiencies in billing
and collection. These issues often translate into delayed payments to contractors, even when projects are completed
on time. For EPC firms, such delays disrupt working capital cycles, strain liquidity, and increase reliance on short-
term borrowing raising overall project risk. Despite government reforms like the RDSS aimed at improving
DISCOM performance, payment reliability remains inconsistent across states, posing a material risk to contractors'
financial health and operational continuity (Source: D&B Report). Such delays can disrupt working capital cycles,
strain liquidity, and increase reliance on short-term borrowing, exposing our Company to higher financial and
operational risks.
While we have not experienced material delays, cost escalations, or payment defaults from customers in the nine
months period ended December 31, 2025 and the last three Fiscals, there can be no assurance that such risks will
not arise in the future, and any such occurrences could have a material adverse effect on our business, financial
condition, results of operations, and cash flows.
41. Complexity in project execution in remote and challenging terrains may adversely affect timelines and costs.
Project execution complexity is a fundamental challenge in the power EPC segment, as projects are often spread
across remote, diverse, and logistically difficult terrains (Source: D&B Report). Executing large-scale infrastructure
in such regions requires extensive planning, coordination with multiple subcontractors, local vendors, and suppliers
who operate with varying timelines and capabilities. Navigating local regulations, securing permits, and dealing
with unforeseen ground realities like extreme weather or resistance from local communities further complicates
execution (Source: D&B Report). These conditions increase the risk of project delays, cost overruns, and quality
control issues. While there have been no instances of material delays, however, there have been instances of minor
cost overruns in some projects during the nine months period ended December 31, 2025 and last three Fiscals,
however, such occurrences have not been material with respect to our business, operations, or cash flows. However,
we cannot assure you that similar issues will not arise in the future, which could adversely affect project costs,
timelines, and our results of operations.
42. The total expenses of the Offer are estimated to be approximately ₹ 1,499.51 lakhs. The expenses of this Offer
include, among others, fees payable to intermediaries such as, the BRLMs, Registrar to the Offer and Bankers
to the Offer.
As part of the Offer, our Company has and will incur various expenses related to the engagement of intermediaries,
including the BRLMs, underwriters, legal counsels, the Registrar to the Offer, Bankers to the Offer involved in the
Offer process. For details, see “Objects of the Offer – Offer Related Expenses” on page 130. As these expenses are
necessary to execute the Offer, they will be deducted from the gross proceeds, impacting the amount of capital
available to our Company after the Offer.
The Offer may be delayed or impacted if there are any unforeseen issues or delays in the payment of fees to
intermediaries or if there is any dispute regarding the allocation or payment of such fees. While no dispute, including
for payment of fees, with any intermediary has occurred since their engagement with us, we cannot assure you that
any such instance will not happen in future. Further, the expenses for intermediaries, and advisory services represent
a significant cost component for the Offer. If the actual expenses exceed the projected estimates, it could reduce the
net proceeds from the Offer, which may affect our Company’s ability to meet its financial objectives.
43. Changes in regulations and policies in the power sector, may increase costs, cause project delays, or alter project
scope, which could adversely affect our business, financial condition, results of operations, and cash flows.
India's Power Transmission and Distribution (T&D) segment operates within a dynamic regulatory ecosystem that
significantly influences infrastructure growth, grid modernization, and private sector participation. This framework
guided by central and state regulatory bodies has evolved through key policy interventions aimed at enhancing grid
51reliability, financial sustainability of DISCOMs, and broadening electricity access nationwide (Source: D&B
Report.)
Adapting to this evolving regulatory environment may present challenges, particularly in large or ongoing projects.
Any inability to comply with new or revised regulations in a timely manner could increase compliance costs, delay
project execution, alter project scope, or expose us to penalties and reputational risks, thereby impacting our ability
to execute projects efficiently and affecting our financial performance. While we strive to adapt to such changes
and have not faced any challenges on account of the above in the past three fiscals, there can be no assurance that
future regulatory developments will not have a material adverse effect on our operations, financial condition and
results of operations.
44. Our projects are exposed to various risks and other uncertainties, and our risk management and project selection
framework may be inadequate, which may adversely affect our business, results of operations and financial
condition.
Our operations are subject to various risks including execution risks, design risks, joint-venture risks, and political
risks that may cause, amongst others, injury and loss of life, damage to and the destruction of property and
equipment and environmental damage. Please also see, “- Our insurance coverage may be inadequate, which could
have an adverse effect on our financial condition and results of operations”. on page 43.
Execution risks include the risk of equipment failure, work accidents, fire or explosions, hazards that may cause
injury and loss of life, severe damage to and destruction of property and equipment, and environmental damage.
Other execution risks include construction delays, delays or disruptions in supply of raw materials, delays in
acquisition of land, unanticipated cost increases, force majeure events, and cost and time overruns. We may be
further subject to risks such as:
• we may encounter delays in completion and commercial operation could increase the financing costs
associated with the construction and cause our forecast budget to be exceeded;
• some of the drawings and site plans for the sites on which our projects are expected to be developed may not
be accurate;
• we may encounter unforeseen engineering problems, disputes with workers, force majeure events and
unanticipated costs due to defective plans and specifications;
• we may not be able to obtain adequate capital or other financing at affordable costs or obtain any financing at
all to complete construction of any of our projects;
• we may not be able to provide the required guarantees under project agreements or enter into financing
arrangements;
• we may experience shortages of, and price increases in, materials and skilled and unskilled labour, and
inflation in key supply markets;
• the projects that we are engaged in may not receive timely regulatory approvals and/or permits for
development and operation of our projects, such as environmental clearances, mining, forestry or other
approvals from the central or State environmental protection agencies, mining, forestry, railway or other
regulatory authorities and may experience delays in land acquisition by the government entities and procuring
right of way and other unanticipated delays;
• we may not be able to recover the amounts already invested in these projects if the assumptions contained in
the feasibility studies for these projects do not materialize;
• delays on account of the subpar performance of the principal contractors or the sub-contractor or the joint
venture partners of our Company;
• we may experience adverse changes in market demand or prices for the services that our projects are expected
to provide;
• the third-party service providers hired to complete the projects may not be able to complete the construction
of our projects on time, within budget or to the required specifications and standards;
52• we may be subject to risk of equipment failure or industrial accidents that may cause injury and loss of life,
and severe damage to and destruction of property and equipment; and
• other unanticipated circumstances or cost increases, in excess of what we are unable to recover under the terms
of escalation clauses provided in our contract terms.
Execution risks are compounded on projects which are executed in difficult conditions, such as rough weather
conditions, high seas, high altitudes or rugged terrains. Construction methodology-related risks and design-risks
arise on unconventional or complicated projects. In the nine months period ended December 31, 2025 and the last
three Fiscals, there has been an accident involving the death of a labourer employed by our Company at one of our
project sites, in the course of employment with our Company . Following this, a legal notice was issued and an
application has been filed against our Company before the Workmen’s Compensation Commissioner, claiming
statutory compensation and related expenses, amounting to ₹ 26.30 lakhs, under the Employee’s Compensation Act,
1923. Summons have been issued directing our Company to appear, produce its defense, documents, and witnesses.
The matter is currently pending adjudication, and the outcome cannot be predicted with certainty. We cannot assure
you that similar incidents will not occur in the future, which could have an adverse effect on our business, financial
condition, cash flows, and results of operations. Any of the foregoing risks in the future could have an adverse effect
on our business, financial condition and results of operations.
We also face joint-venture risks and political risks. See also, “- The failure of a JV counterparty to perform its
obligations could impose additional financial and performance obligations resulting in reduced profits or, in some
cases, significant losses, and it may adversely affect our business, results of operations and financial condition” on
page 48.
If any or all of these risks materialize, we may suffer significant cost overruns or losses. We cannot assure you that
our projects will be completed on schedule or at all or that we will recover our investments. If there are delays in
the completion of projects, our customers may dispute our invoices or seek to renegotiate the terms of our contracts,
or in case of significant delays, seek to terminate our contracts or we may lose any early completion bonus that we
could have received. We may also be subject to penalties, liquidated damages or indemnity payments under the
terms of our contracts with our customers and will also not be entitled to early-completion bonuses if projects are
delayed.
Further, if the completion of a project is delayed, we may not be able to allocate our resources, including equipment
and human resources, to newer projects, which could adversely affect our business, financial condition, results of
operations and cash flows. We cannot assure you that we will be able to successfully anticipate all the risks involved
on the project or that the anticipated benefits will materialize, either of which could adversely affect our business,
financial condition, results of operations and cash flows.
45. Our contracts with government entities usually contain terms that favour the government customers, who may
terminate our contracts prematurely and impose restrictions on our Company from procurement of any future
contracts under various circumstances beyond our control, which may have a material adverse impact on our
financial condition and results of operations.
The counterparties to a number of our EPC contracts are Indian government entities and these contracts are usually
based on the forms chosen by such entities. As a result, we have only a limited ability to negotiate the terms of these
contracts, which tend to favour the government customers. For instance, the terms laying out our obligations in
relation to delivery and completion schedules, specifications for manufacturing, guarantees to be furnished by us
for the project, right of way, etc., are determined by the government entities and we are not permitted to amend such
terms. The contractual terms may present risks to our business, including
• risks we have to assume and lack of recourse to our government customer where defects in site or geological
conditions were unforeseen or latent from our preliminary investigations, design and engineering prior to
submitting a bid;
• liability for defects arising after the termination of the agreement;
• customer’s discretion to grant time extensions, which may result in project delays and/or cost overruns, and
• the right of the government customer to terminate our contracts at any time after providing us with the required
written notice within the specified notice period.
53Under our EPC contracts, the contract price and scheduled completion date of the project may not be adjusted for
any unforeseen difficulties or costs such as work stoppages, labour or social unrest, environmental activism, adverse
weather conditions such as cyclones and monsoons, natural calamities, delays in construction, delays in clearances,
increased cost of raw materials, unavailability of adequate funding, inability to secure rights of way for certain
portions of the transmission line or within the required timeframe, failure to complete projects within budget and in
accordance with the required specifications, legal actions brought by third parties, changes in government,
regulatory and tax policies, foreign exchange movements, adverse trends in the power transmission industry.
However, we are responsible for having foreseen difficulties such as unavailability of equipment, factored into our
contract price and completion date. Such onerous conditions in the EPC contracts may affect the efficient execution
of these projects and may have adverse effects on our profitability, cash flow and our reputation.
46. Our business and operation involve inherent occupational hazards which can be dangerous and could cause
injuries to people or property.
Our business and projects require individuals to work under potentially dangerous circumstances.
Further, our business and operation involve inherent occupational hazards and are subject to hazards inherent in
providing services, such as and including risk of equipment failure. Such inherent risks and occupational hazards
may not be eliminated through implementing safety measures We participate in certain activities presenting risks
and dangers, among which are underground excavation and construction and the use of heavy machinery. Our
project sites also involve working in potentially dangerous locations which can seriously injure or even kill
employees or labourers. We depend on machinery and equipment to implement our project. Any manufacturing
defect or poor maintenance systems of the machinery may cause strain on our machinery and lead to delays in
implementation of our projects.
These hazards can cause personal injury and loss of life or destruction of property and equipment as well as
environmental damage. In addition, the loss or shutting down of our project resulting from any accident in our
operations could disrupt our business operations and adversely affect our results of operations, financial condition
and reputation.
In the nine months period ended December 31, 2025 and the last three Fiscals, there has been an accident involving
the death of a labourer employed by our Company at one of our project sites, in the course of employment with our
Company. Following this, a legal notice was issued and an application has been filed against our Company before
the Workmen’s Compensation Commissioner, claiming statutory compensation and related expenses, amounting to
₹ 26.30 lakhs, under the Employee’s Compensation Act, 1923. Summons have been issued directing our Company
to appear, produce its defense, documents, and witnesses. The matter is currently pending adjudication, and the
outcome cannot be predicted with certainty. We cannot assure you that similar incidents will not occur in the future,
which could have an adverse effect on our business, financial condition, cash flows, and results of operations. In
such cases, while the sub-contractor is required to cover the risk through adequate insurance policy(ies), as the
principal contractor, we maintain insurance to cover any kind of unforeseen risks at the project sites in form of
workmen compensation policy in relation to employees/workers working at site/offices.
While we had filed an insurance claim in respect of the aforementioned litigation, the same was not allowed as per
the terms and conditions of the insurance provider. There can be no assurance that no such claims will be made in
the future and if made whether such claims will be allowed which would adversely affect our business, cash flows
and results of operations.
47. We rely on third party logistics providers for transportation of our products and machines to the project site or
distribution to our customers. Any delay or disruption or refusal by our third-party logistics providers in timely
delivery of our products may affect our business, results of operations and cash flow adversely.
We own some trucks, containers, commercial vehicles and typically use third-party logistics providers for all our
domestic transportation needs and as a result incur considerable expenditure.
We have incurred freight and other related expenses (including plant machinery hire charges and transportation
charges), details of which are set out below:
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Freight and other expenses (in ₹ lakhs) 29.86 53.69 24.59 20.75
54Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Percentage contribution of freight and other
0.12 0.21 0.14 0.18
expenses towards the total expenses
Since our projects are subject to completion within prescribed timelines under our EPC contracts, our customers
rely significantly on timely deliveries of our projects and any delays in transportation of key materials to our project
sites can lead to our customers delaying or refusing to pay the amount, in part or full, that we expect to be paid in
respect of such project.
Any service disruption by the logistics service providers as a result of a failure or disruption of their facilities or
equipment, technological issues, lower capacity and congestion during peak, shipment volume periods, force
majeure, prolonged power outage, third-party sabotages, disputes, employee delinquencies or strikes (including port
led strikes), poor port management, political instability, government inspections or regulatory orders mandating
service halt or temporary or permanent shutdowns could adversely impact our business operations. While we have
not faced disruptions in our operations once account of any of these factors in the past, such eventualities in the
future may adversely affect our business, financial condition, result of operations and cash flows.
48. We rely on third parties, including sub-contractors for equipment and contract labour agencies, to complete our
projects and any failure arising from non-performance, delayed performance or inadequate quality in the
performance of work by such third parties, or a failure by third-party contract labour agencies to comply with
applicable laws, to obtain the necessary approvals, or provide services on agreed terms, could adversely affect
our business, financial condition, results of operations and cash flows.
We are typically engaged as a principal contractor for the construction of a project, and we rely on contract labour
agencies to complete a certain portion of our work. For the nine months period ended December 31, 2025 and
Fiscals 2025, 2024, and 2023, our sub-contracting charges and labour expenses amounted to ₹ 5,939.68 lakhs, ₹
6,695.78 lakhs, ₹ 3,878.88 lakhs, and ₹ 3,561.63 lakhs, respectively, representing 24.03%, 26.68%, 22.18%, and
31.23%, respectively, of our total expenses.
For further details, see “Restated Financial Information” on page 307. We also rely on third- party equipment
manufacturers or suppliers to provide the equipment and materials used for construction of our projects.
Engaging contract labour agencies is subject to certain risks, including difficulties in overseeing performance,
delays which may arise on account of being unable to hire suitable subcontractors, or losses as a result of unexpected
sub-contracting cost overruns. Since contract labour agencies have no direct contractual relationship with our
customers, we are subject to risks associated with non-performance, late performance or poor performance by our
contract labour agencies. As a result, we may incur additional costs, or be exposed to liability arising from poor
performance by subcontractors, which may impact our business, reputation and profitability, and may result in
litigation or other claims against us. While we may attempt to seek compensation from the relevant subcontractors,
we cannot assure you that we will be successful in such a claim.
Further, if contract labour agencies engaged by us fail to obtain government or third-party approvals, we may be
subject to claims by government authorities or third parties. In addition, if we are unable to hire qualified
subcontractors or find competent equipment manufacturers or suppliers, our ability to successfully complete a
project could be affected. If the amount we are required to pay for contract labour agencies, equipment or supplies
exceeds our estimates, we may suffer losses. If a supplier, manufacturer, or contract labour agency fails to provide
supplies, equipment or services on agreed terms, we may be required to source these supplies or equipment from
another supplier or find a replacement for such a contract labour agency (as the case may be) at higher costs than
anticipated, which could adversely affect our business, profitability, financial condition and results of operations.
While we have not faced any such instances in the nine months period ended December 31, 2025 and the last three
Fiscals, where contract labour agencies failed to meet their obligations, any future failure by them to do so in the
future could disrupt our project timelines, increase costs, and negatively impact our business, profitability, financial
condition, and results of operations.
49. Fluctuation in cost of raw materials or any shortages, delay or disruption in the supply of the raw materials we
use in our business operations due to factors beyond our control or may have a material adverse effect on our
business, financial condition, results of operations and cash flows.
55The major raw materials used by our Company include towers, conductors and hardwares of conductors, optical
fibre cable, and stringing accessories. Our operations are dependent upon the price and availability of the raw
materials. Set-out below are the details of raw material procured by our Company from our top supplier, top five
suppliers and top ten suppliers:
Nine months period
ended December 31, Fiscal 2025(1) Fiscal 2024(2) Fiscal 2023(3)
2025(1)
Particulars
Amount Amount % of Amount % of Amount % of
% of total
(in ₹ (in ₹ total (in ₹ total (in ₹ total
purchase
lakhs) lakhs) purchase lakhs) purchase lakhs) purchase
Material
Purchase from 2,129.10 14.99 2,078.02 16.08 986.12 14.73 578.44 14.37
our top supplier
Material
Purchase from
4,956.15 34.89 4,903.68 37.95 2,145.17 32.04 1,441.48 35.80
our top 3
suppliers
Material
Purchase from
6,708.38 47.23 6,670.56 51.62 3,081.94 46.02 2,137.74 53.09
our top 5
suppliers
Material
Purchase from
9,638.54 67.86 9,427.30 72.96 4,502.02 67.22 2,953.72 73.35
our top 10
suppliers
(1) For the Nine months period ended December 31, 2025, our top 10 suppliers include JSK Industries Private Limited, Deora
Wires N Machines Private Limited, Parth Electricals & Engineering Limited, Vijay Transmission Private Limited, and Encorp
Powertrans Private Limited. Further, contribution of each individual customer to the revenue from operations of our
Company has not been separately disclosed to preserve confidentiality.
(2) For Financial year ended March 31, 2025, our top 10 suppliers include Parth Electricals & Engineering Limited, Vijay
Transmission Private Limited, and Parag Enterprise. Further, contribution of each individual customer to the revenue from
operations of our Company has not been separately disclosed to preserve confidentiality.
(3) For Financial year ended March 31, 2024, our top 10 suppliers include JSK Industries Private Limited and Shree Sai
Corporation. Further, contribution of each individual customer to the revenue from operations of our Company has not been
separately disclosed to preserve confidentiality.
(4) For Financial year ended March 31, 2023, our top 10 suppliers include JSK Industries Private Limited and Shree Sai
Corporation. Further, contribution of each individual customer to the revenue from operations of our Company has not been
separately disclosed to preserve confidentiality.
We usually maintain inventory of raw materials on a need basis, as purchases are project-specific and grades of raw
materials vary from project to project. While raw materials are generally readily available in the market, any
unexpected shortage, delay, or disruption in their supply could impact our ability to provide services according to
our project timelines or contractual commitments, or at our previously estimated costs. Such events could have an
adverse effect on our business, results of operations, cash flows, and reputation. The table below sets out the
breakdown of total cost of materials consumed and the number of days of inventory during the Fiscals and period
indicated:
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Cost of materials consumed (in ₹ lakhs)(1) 14,162.23 12,369.54 6,769.07 4,054.40
Percentage contribution of cost of material
consumed towards the total expenses (in 57.30 49.29 38.71 35.56
%)(2)
Number of days of inventory*(3) (in days) 09 11 04 09
(1) Cost of material consumed and changes in inventory as per the Restated Financial Information
(2) Total cost of material consumed divided by total expenses.
(3) Inventory days are calculated as Inventory at the end of the year divided by cost of goods sold for the year multiplying by
number of days in an year.
56The prices and supply of these raw materials are also affected by, among others, general economic conditions,
volatility in commodity markets, competition, production costs and levels, the occurrence of pandemic (such as
COVID-19), transportation costs, indirect taxes and import duties, tariffs and currency exchange rate. If we are
unable to pass on cost increases to our customers or are unsuccessful in managing the effects of raw material price
fluctuations, our business, financial condition, results of operations and cash flows could be materially and adversely
affected.
Additionally, suppliers may stop manufacturing raw materials for us on acceptable terms in future and we may be
unable to find alternative manufactures in a timely and efficient manner and on acceptable terms or at all. Other
risks associated with our reliance on the suppliers to manufacture the raw materials include, quality assurance and
timely delivery of the raw materials, misappropriation of our designs, limited ability to manage our inventory,
financial and economic condition of the contract manufacturers etc. Moreover, if any of our suppliers suffer any
damage to their facilities, theft of materials, encounter financial difficulties, are unable to secure necessary raw
materials from their suppliers or suffer any other reduction in efficiency, we may experience significant business
disruption. While we have not faced any such instances in the nine months period ended December 31, 2025 and
the last three Fiscals, in the event of any such disruptions in the future, we would need to seek and source other
qualified suppliers, likely resulting in further delays and increased costs, which could affect our business adversely.
50. We operate in a labour-intensive industry and are subject to stringent labour laws and any strike, work stoppage
or increased wage demand by our employees or any other kind of disputes with our employees could adversely
affect our business, financial condition, results of operations and cash flows.
Our EPC services are labour intensive in nature, which makes us prone to labour shortage due to reasons such as
relationship of our sub-contractor with its labour, labour availability, pandemics such as COVID- 19 etc., which
may affect our ability to complete projects in time. Further, if we or our sub-contractors are unable to negotiate with
the labour, it could result in work stoppages or increased operating costs due to higher than anticipated wages or
benefits. During periods of shortages in labour, we may not be able to deliver our services or manufacture our
products according to our previously determined time frames, at our previously estimated product costs, or at all,
which may adversely affect our business, results of operations, cash flows and reputation.
As of December 31, 2025, we had a total of 1,164 employees. For details, see “Our Business - Human Resources”
on page 261. While there have not been any instances of disputes with our employees, strikes or work stoppage that
caused disruptions in our operations in the past three Fiscals, there can be no assurance that we will not experience
any disruptions in our operations due to any disputes with our employees, strike or work stoppage in the future. In
addition, work stoppages or slow-downs experienced by our customers or key suppliers could result in slow-downs
or closures of our projects. If we or one or more of our customers or key suppliers experience a work stoppage, such
work stoppage could have an adverse effect on our business, financial condition, cash flows and results of
operations.
We are also subject to a number of stringent labour laws that protect the interests of workers, including legislation
that sets forth detailed procedures for dispute resolution and employee removal and legislation that imposes financial
obligations on employers upon retrenchment. For further details see, “Key Regulations and Policies in India” on
page 264. If labour laws become more stringent, it may become more difficult for us to maintain flexible human
resource policies, discharge employees or downsize, any of which could have a material adverse effect on our
business, financial condition, results of operations, cash flows and prospects.
In addition, we have entered into contracts with independent contractors under the Contract Labour (Regulation and
Abolition) Act, 1970, who in turn engage on-site contract labour for performance of certain of our ancillary
operations in India. Although our Company does not engage these labourers directly, we may be held responsible
for any wage payments to be made to such labourers in the event of default by such independent contractors. While
we have not faced any such instances in the nine months period ended December 31, 2025 and the last three Fiscals,
any requirement to fund their wage requirements in the future may have an adverse impact on our results of
operations and financial condition. If we are unable to renew the contracts with our independent contractors at
commercially viable terms or at all, our business, financial condition, results of operations and cash flows could be
materially and adversely affected.
51. Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or
a poor rating or downgrading of rating may restrict our access to capital and thereby adversely affect our
business, financial conditions, cash flows and results of operations.
The cost and availability of capital depends on our credit ratings. The following table sets forth our details of credit
rating received in the nine months period ended December 31, 2025 and the last three Fiscals:
57Our Company has received the following credit ratings:
Agency Instrument Rating
Crisil BBB/Stable (Upgraded from
CRISIL Ratings Limited Debt Instruments/Facilities – Long term
'Crisil BBB- / Stable')
(Fiscal 2026)
Debt Instruments/Facilities – Short term Crisil A3+ (Upgraded from 'Crisil A3 ')
Crisil BBB-/Stable (Upgraded from
CRISIL Ratings Limited Debt Instruments/Facilities – Long term
'Crisil BB+/Stable')
(2025)
Debt Instruments/Facilities – Short term Crisil A3 (Upgraded from 'Crisil A4+')
CRISIL Ratings Limited Debt Instruments/Facilities – Long term CRISIL BB+/Stable (Reaffirmed)
(2024) Debt Instruments/Facilities – Short term CRISIL A4+ (Reaffirmed)
CRISIL Ratings Limited Debt Instruments/Facilities – Long term CRISIL BB+/Stable (Assigned)
(2023) Debt Instruments/Facilities – Short term CRISIL A4+ (Assigned)
Credit ratings reflect the opinion of the rating agency on our management, track record, diversified clientele,
increase in scale and operations and margins, medium term revenue visibility and operating cycle. An inability to
secure future financing on attractive terms or at all may adversely impact our strategic initiatives and our business
prospects.
While we have not experienced downgrading in our credit ratings received in the nine months period ended
December 31, 2025 and Fiscals 2025, 2024 and 2023, any downgrade in our credit ratings or our inability to obtain
such credit rating in a timely manner or any non-availability of credit ratings, or poor ratings, could increase
borrowing costs, will give the right to our lenders to review the facilities availed by us under our financing
arrangements and adversely affect our access to capital and debt markets, which could in turn adversely affect our
interest margins, our business, results of operations, financial condition and cash flows.
52. Objects of the Fresh Issue for which the funds are being raised have not been appraised by any bank or financial
institutions. Any variation in the utilization of our Net Proceeds as disclosed in this Prospectus would be subject
to certain compliance requirements, including prior Shareholders' approval.
The proceeds received from the Offer for Sale will not form part of the proceeds from the Fresh Issue. We propose
to use the Net Proceeds towards funding for the purposes described in “Objects of the Offer” on page 112. While
our Company has procured a Cost Vetting Report dated April 04, 2026, from Dun & Bradstreet, in relation to the
proposed capital expenditure towards purchase of machinery and equipment, for which our Company proposes to
utilize a portion of the Net Proceeds, such report is prepared based on information provided by us, including
quotations received from vendors. The proposed deployment of Net Proceeds has not been appraised by any bank
or financial institution or other independent agency and is based on internal management estimates based on current
market conditions and historic level of expenditures. We have appointed the Monitoring Agency, namely Crisil
Ratings Limited, to monitor the Gross Proceeds. Further, pursuant to Section 27 of the Companies Act, any variation
in the utilization of the Net Proceeds shall be on account of a variety of factors such as our financial condition,
business and strategy and external factors such as market conditions and competitive environment, which may not
be within the control of our management, would require a special resolution of the Shareholders and the Promoter
or controlling Shareholders will be required to provide an exit opportunity to the Shareholders who do not agree to
such proposal to vary the objects of the Offer, at such price and in such manner in accordance with applicable law.
Any delay or inability in obtaining such Shareholders' approval may adversely affect our business or operations.
Our management estimates, may differ from the value that would have been determined by third party appraisals,
which may require us to reschedule or reallocate our expenditure, subject to applicable laws, and may have an
adverse impact on our business, financial condition, results of operations and cash flows. The Offer expenses are
estimated to be approximately ₹ 1,499.51 lakhs. For details, see “Objects of the Offer” on page 112.
Various risks and uncertainties, including those set forth in this “Risk Factors" section, may limit or delay our efforts
to use the Net Proceeds to achieve profitable growth in our business, including delaying the schedule of
implementation of projects for which the Net Proceeds are intended for. Accordingly, the use of the Net Proceeds
to fund our growth and for other 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 and your investment.
53. Although subject to monitoring, our management will have broad discretion in how we apply the Net Proceeds,
including interim use of the Net Proceeds, and there is no assurance that the objects of the Offer will be achieved
within the time frame expected or at all, or that the deployment of the Net Proceeds in the manner intended by
us will result in any increase in the value of your investment.
58We intend to utilize the Net Proceeds of the Offer as set forth in “Objects of the Offer” on page 112. While our
Company has procured a Cost Vetting Report dated April 04, 2026, from Dun & Bradstreet, in relation to the
proposed capital expenditure towards purchase of machinery and equipment, for which our Company proposes to
utilize a portion of the Net Proceeds, such report is prepared based on information provided by us, including
quotations received from vendors. Further, the funding requirements mentioned as a part of the objects of the Offer
are based on internal management estimates which in turn, is based on current conditions and is subject to change
in light of changes in external circumstances, costs, other financial condition or business strategies. Further the
deployment of the Net Proceeds will be at the discretion of our Board and the management of our Company will
have significant flexibility in applying the proceeds received by our Company from the Offer. However, the Audit
Committee will monitor the utilization of the proceeds of this Offer and prepare the statement for utilization of the
proceeds of this Offer. Further in accordance with Section 27 of the Companies Act, 2013, a company shall not vary
the objects of the Offer without our Company being authorised to do so by our shareholders by way of special
resolution and other compliances in this regard. Our Promoters shall provide exit opportunity to such shareholders
who do not agree to the proposal to vary the objects, at such price, and in such manner, as may be prescribed by
SEBI, in this regard.
Various risks and uncertainties, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth
in our business. We cannot assure you that use of the Net Proceeds to meet our future capital requirements, fund
our growth and for other purposes identified by our management would result in actual growth of our business,
increased profitability or an increase in the value of our business and your investment.
54. The objects of the Fresh Issue toward funding long-term working capital requirements of our Company is based
on certain assumptions and estimates. Any failure in arranging adequate working capital for our operations may
adversely affect our business, results of operations, cash flows and financial conditions.
Our business requires significant working capital, and the actual amount of our future working capital requirements
may differ from estimates as a result of, among other factors, unanticipated expenses, economic conditions, growth
in revenue, changes in the terms of our financing arrangements, additional market developments and new
opportunities in the EPC sector. Set out below are details of our working capital requirements for the periods
indicated below along with the percentage increase in the working capital during such period.
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Working capital requirements (in
14,984.78 8,505.09 6,487.30 5,641.14
₹ lakhs)
% increase in working capital
NA 31.10 15.00 NA
over previous year
For further details of funding our working capital requirements, see “Objects of the Offer – funding long term
working capital requirement of our Company” on page 122. Any delay in the Offer may impact the funding of our
working capital requirements, and adversely affect our business, operations, cash flows and financial condition.
55. The Offer includes an offer for sale of 10,00,000* Equity Shares aggregating ₹ 1,750.00* lakhs by the Promoter
Selling Shareholder(s), and we will not receive any proceeds from such Offer for Sale portion.
The Offer includes an offer for sale of 10,00,000* Equity Shares aggregating to ₹ 1,750.00* lakhs by the Promoter
Selling Shareholders. The proceeds from the Offer for Sale will be paid to the Promoter Selling Shareholder(s) and
we will not receive any such proceeds. The proceeds from the Offer for Sale (net of expenses) will be paid to the
Promoter Selling Shareholders and we will not receive any such proceeds. For details, see “Objects of the Offer” on
page 112.
*Subject to finalization of the Basis of Allotment.
56. Majority of our Directors do not have prior experience of holding a directorship in a company listed on the Stock
Exchanges.
Except for two of our Independent Directors, namely Anand Mohan Tiwari and Shikha Agarwal, our Directors do
not have any prior experience in holding a directorship in a company listed on the Stock Exchanges. Our Board
59members have relevant experience in their respective fields, which benefits the Company, in strategizing the
direction and vision of the Company.
Our Company will also be subject to compliance requirements under the SEBI Listing Regulations and other
applicable law post listing of the Equity Share on the Stock Exchanges. Our Board is capable of efficiently managing
such compliance requirements by engaging professionals having expertise in managing such compliances.
57. We incur significant employee benefits expense. An increase in employee costs, including on account of changes
in regulations, may prevent us from maintaining our competitive advantage and may reduce our profitability.
We incur various employee benefits expense, including salaries and bonus (including directors’ remuneration),
contribution to provident and other funds, staff welfare expenses, gratuity expense and compensated absences
expense. During the the nine months period ended December 31, 2025 and Fiscals 2025, 2024, and 2023, our
employee benefits expense amounted to ₹ 2,568.06 lakhs, ₹ 3,132.15 lakhs, ₹ 2,859.96 lakhs, and ₹ 1,871.09 lakhs,
respectively, representing 9.35%, 11.21%, 15.64%, 15.56 %, respectively, of our revenue from operations for such
periods. Salaries and wages may increase in the future due to various factors, including ordinary course pay
increases, a raise in minimum wage levels, enhancement in social security measures, competition for talent or
through changes in regulations in the jurisdictions in which we operate. For instance, such an increase may arise in
India on the implementation by the Government of India of its labour codes, namely (i) the Code on Wages, 2019;
(ii) the Code on Social Security, 2020; (iii) the Occupational Safety, Health and Working Conditions Code, 2020;
and (iv) the Industrial Relations Code, 2020, each as amended from time to time. Our profit margins may be
adversely impacted if we are unable to pass on such increases in expenses to our customers.
Unless we can maintain appropriate resource utilization levels, continue to increase the efficiency and productivity
of our employees, and effectively transition personnel from completed projects to new projects, the increase in
employee benefits expense in the long term may reduce our profit margins, which in turn may adversely affect our
results of operations and financial condition.
58. This Prospectus contains information from industry sources including the industry report commissioned by our
Company from Dun & Bradstreet, and reliance on such information for making an investment decision in the
Offer is subject to certain inherent risks.
We have commissioned and paid for a report titled “Report on EPC in Power Transmission Infrastructure” dated
February 25, 2026 issued by Dun & Bradstreet (the “D&B Report”), which is exclusively prepared for the purposes
of the Offer, which has been used for industry related data that has been disclosed in this Prospectus. Our Company,
our Promoters, our Promoter Group, our Directors, our KMPs and members of our Senior Management are not
related to Dun & Bradstreet Information Services India Private Limited. The D&B Report uses certain
methodologies for market sizing and forecasting and relies on assumptions which are specified in the D&B Report.
The D&B Report is prepared based on industry information as of specific dates and may no longer be current or
reflect current trends and has based its information on estimates, projections, forecasts and assumptions that may
prove to be incorrect. D&B Report has advised that while it has taken reasonable care to ensure the accuracy and
completeness of the D&B Report, it believes that the D&B Report presents a true and fair view of the industry
within the limitations of, among others, secondary statistics and primary research, and it does not purport to be
exhaustive, and that the results that can be or are derived from these findings are based on certain assumptions and
parameters/ conditions. As such, a blanket, generic use of the derived results or the methodology is not encouraged.
Further, the D&B Report is not a recommendation to invest/disinvest in any company covered in the D&B Report.
Accordingly, prospective investors should not base their investment decision solely on the information in the D&B
Report and the investors should read the industry related disclosure in this Prospectus in this context. For details,
see “Industry Overview” on page 155.
In view of the foregoing, you may not be able to seek legal recourse for any losses resulting from under-taking any
investment in the Issue pursuant to reliance on the information in this Prospectus based on, or derived from, the
D&B Report. You should consult your own advisors and undertake an independent assessment of information in
this Prospectus based on, or derived from, the D&B Report before making any investment decision regarding the
Offer. For the disclaimers associated with the D&B Report, see “Certain Conventions, Presentation of Financial,
Industry and Market Data and Currency of Presentation - Industry and Market Data” on page 17.
59. Our Company has not paid dividends during the last three Fiscals and during the current Fiscal. There can be
no assurance that our Company will be in a position to pay dividends in the future. Our ability to pay dividends
in the future may be affected by any material adverse effect on our future earnings, financial condition or cash
flows.
60Our Company has adopted a formal policy on dividend declaration pursuant to resolution of our Board of Directors
dated September 16, 2025. The declaration and payment of dividends, if any, will be recommended by the Board
of Directors and approved by the Shareholders, at their discretion, subject to the provisions of the Articles of
Association and other applicable laws, including the Companies Act. Our Company has not paid dividends on its
Equity Shares for Fiscal 2025, Fiscal 2024, Fiscal 2023 and during the current Fiscal. Our ability to pay dividends
in the future will depend on our earnings, financial condition, cash flow, cash requirements, capital expenditure,
business prospects and restrictive covenants of our financing arrangements. Further, our Promoters will continue to
hold a significant portion of our post-Offer paid-up Equity Share capital and may have a significant ability to control
the payment and/or the rate of dividends. Therefore, our Company cannot assure you that it will be able to declare
dividends, of any particular amount or with any frequency in the future. For further details, see “- Our Promoters
and members of Promoter Group will continue to retain a majority shareholding in our Company after the Offer,
which will allow them to exercise significant influence over us.” and “Dividend Policy” on pages 24 and 306,
respectively.
60. If we are unable to establish and maintain an effective system of internal controls and compliances, our
businesses and reputation could be adversely affected.
We manage our internal compliance by monitoring and evaluating internal controls and taking reasonable steps to
maintain appropriate procedures for relevant statutory and regulatory compliances. As risks evolve and develop,
internal controls must be reviewed on an ongoing basis. Maintaining internal controls requires human diligence and
is therefore subject to lapses in judgment and failures that result from human error. Any such errors can affect the
accuracy of our financial reporting, resulting in a loss of investor confidence and a decline in the price of the Equity
Shares. We cannot assure you that deficiencies in our internal controls will not arise, or that we will be able to
implement, and continue to maintain, adequate measures to rectify or mitigate any such deficiencies in our internal
controls, in a timely manner or at all, which may have an adverse effect on our business operations and financial
condition.
61. For our business, we rely heavily on our Promoters namely, Kalpesh Dhanjibhai Patel, Kanubhai Patel and
Vasantkumar Narayanbhai Patel, who are the Chairman and Executive Director, Managing Director and
Whole-Time Director, respectively. Our business performance may have an adverse effect by their departure or
by our failure to recruit or keep them.
Our Promoters namely Kalpesh Dhanjibhai Patel, Kanubhai Patel and Vasantkumar Narayanbhai Patel, who are the
Chairman and Executive Director, Managing Director and Whole-Time Director, respectively are in charge of our
day-to-day operations, strategy, and business expansion. They are also responsible for the execution of our business
plan. The Promoters have been a part of our Company since incorporation and it may be challenging to find a
suitable replacement for one or more of our Promoter Directors in a timely and economical manner if they are
unable to continue in their current roles. Our ability to keep the Promoter Directors on board cannot be guaranteed.
Our ability to grow, execute our strategy, build brand awareness, raise capital, make strategic decisions, and oversee
the day-to-day operations of our business could be hampered by the loss of our Promoter Directors or our inability
to find suitable replacements. Further, there could be a materially negative effect on our operations, financial
position, cash flows, and business.
62. Our Promoters have provided personal guarantees as security for certain facilities availed by our Company. If
these guarantees are revoked, we may be unable to procure alternative guarantees satisfactory to our lenders,
which may adversely affect our business, results of operations, cash flows and financial condition
Our Promoters, Kalpesh Dhanjibhai Patel, Kanubhai Patel and Vasantkumar Narayanbhai Patel have provided
personal guarantees as security for certain fund-based and non-fund based facilities availed by our Company, which
were outstanding at ₹ 2,739.32 lakhs and ₹ 12,704.26 lakhs, respectively, as on December 31, 2025. The table below
sets forth details of the personal guarantees provided by our Promoters, Kalpesh Dhanjibhai Patel, Kanubhai Patel
and Vasantkumar Narayanbhai Patel as on December 31, 2025:
Amount Amount
Guaranteed outstanding
Type of
Sr. Name of the Name of the Name of the (Total as on
borrowing/
No. Promoters lender borrower Sanction December
facility
limit) 31, 2025
(in ₹ lakhs) (in ₹ lakhs)
1. Kalpesh Dhanjibhai HDFC Bank Our Company For issuance of
Patel, Kanubhai Patel Limited Bank Guarantee 2,100.00 1,971.91
and Vasantkumar (Non-Fund based
61Amount Amount
Guaranteed outstanding
Type of
Sr. Name of the Name of the Name of the (Total as on
borrowing/
No. Promoters lender borrower Sanction December
facility
limit) 31, 2025
(in ₹ lakhs) (in ₹ lakhs)
Narayanbhai Patel facility)
2. Kalpesh Dhanjibhai HDFC Bank Our Company Cash Credit &
Patel, Kanubhai Patel Limited Over Draft
436.31 177.45
and Vasantkumar
Narayanbhai Patel
3. Kalpesh Dhanjibhai Axis Bank Our Company Cash Credit
Patel, Kanubhai Patel Limited
490.00 402.39
and Vasantkumar
Narayanbhai Patel
4. Kalpesh Dhanjibhai Axis Bank Our Company For issuance of
Patel, Kanubhai Patel Limited Bank Guarantee
2,000.00 1,994.79
and Vasantkumar (Non-Fund based
Narayanbhai Patel facility)
5. Kalpesh Dhanjibhai AU Small Our Company For issuance of
Patel, Kanubhai Patel Finance Bank Bank Guarantee
3,295.00 3,046.01
and Vasantkumar Limited (Non-Fund based
Narayanbhai Patel facility)
6. Kalpesh Dhanjibhai AU Small Our Company Over Draft
Patel, Kanubhai Patel Finance Bank
454.00 404.81
and Vasantkumar Limited
Narayanbhai Patel
7. Kalpesh Dhanjibhai The Mehsana Our Company For issuance of
Patel, Kanubhai Patel Urban Co-Op Bank Guarantee
2,700.00 2,650.70
and Vasantkumar Bank Ltd (Non-Fund based
Narayanbhai Patel facility)
8. Kalpesh Dhanjibhai The Mehsana Our Company Cash Credit
Patel, Kanubhai Patel Urban Co-Op
325.00 317.60
and Vasantkumar Bank Ltd
Narayanbhai Patel
9. Kalpesh Dhanjibhai Kotak Our Company Cash Credit
Patel, Kanubhai Patel Mahindra
1,000.00 983.72
and Vasantkumar Bank Limited
Narayanbhai Patel
10. Kalpesh Dhanjibhai Kotak Our Company For issuance of
Patel, Kanubhai Patel Mahindra Bank Guarantee
2,500.00 1,040.85
and Vasantkumar Bank Limited (Non-Fund based
Narayanbhai Patel facility)
11. Kalpesh Dhanjibhai Yes Bank Our Company Cash Credit
Patel, Kanubhai Patel Limited
500.00 443.66
and Vasantkumar
Narayanbhai Patel
12. Kalpesh Dhanjibhai Yes Bank Our Company For issuance of
Patel, Kanubhai Patel Limited Bank Guarantee
2,000.00 2,000.00
and Vasantkumar (Non-Fund based
Narayanbhai Patel facility)
13. Kalpesh Dhanjibhai Indian Our Company Cash Credit^
Patel, Kanubhai Patel Overseas
1,450.00 9.70
and Vasantkumar Bank
Narayanbhai Patel Limited
14. Kalpesh Dhanjibhai Indian Our Company For issuance of
Patel, Kanubhai Patel Overseas Bank Guarantee 700.00 -
and Vasantkumar Bank (Non-Fund based
62Amount Amount
Guaranteed outstanding
Type of
Sr. Name of the Name of the Name of the (Total as on
borrowing/
No. Promoters lender borrower Sanction December
facility
limit) 31, 2025
(in ₹ lakhs) (in ₹ lakhs)
Narayanbhai Patel Limited facility- Sub limit
of Cash Credit
facility) ^
^ Our Company has been sanctioned a fund-based working capital limit of ₹ 1,450.00 lakhs by Indian Overseas Bank (IOB),
which includes a sub-limit of ₹ 700.00 lakhs for non-fund-based facilities.
If any of the abovementioned guarantees are revoked, our lenders may require alternative guarantees or cancel such
facilities, entailing repayment of amounts outstanding under such facilities. If we are unable to procure alternative
guarantees satisfactory to our lenders, we may need to seek alternative sources of capital, which may not be available
to us at commercially reasonable terms or at all, or to agree to more onerous terms under our financing agreements,
which may limit our operational flexibility. Accordingly, our business, results of operations, cash flows and
financial condition may be adversely affected by the revocation of all or any of the guarantees provided by our
Promoters Kalpesh Dhanjibhai Patel, Kanubhai Patel and Vasantkumar Narayanbhai Patel, in connection with our
Company's borrowings. For further details, see “Financial Indebtedness” on page 374.
63. Certain of our Promoters, Directors and Key Managerial Personnel and members of Senior Management may
have interests in us other than reimbursement of expenses incurred and normal remuneration or benefits.
Certain of our Promoters, Directors, Key Managerial Personnel and members of Senior Management may be
regarded as having an interest in our Company other than reimbursement of expenses incurred and normal
remuneration, commission or benefits. Certain Directors and Promoters may be deemed to be interested to the extent
of Equity Shares, as applicable, held by them and by members of our Promoter Group, to the extent applicable, as
well as to the extent of any dividends, bonuses or other distributions on such Equity Shares. Certain of our promoters
and directors are interested in the promotion of our Company. For further details, see “Capital Structure”, “Our
Promoters and Promoter Group” and “Our Management” on pages 97, 297 and 278, respectively.
We have not entered into any non-compete agreements with our Promoters, Directors, Promoter Group members or
Group Company. There can be no assurance that our Promoters, Directors, members of the Promoter Group or
Group Company will not get involved with entities which will not compete with our existing business or any future
business that we might undertake or that we will be able to suitably resolve such a conflict without an adverse effect
on our business and financial performance. While there have been no such instances of conflict during the nine
months period ended December 31, 2025 and Fiscals 2025, 2024 and 2023, we cannot assure you that such conflicts
of interest will not arise in the future, which could affect our business prospects and results of operations.
The borrowings availed by our Company from certain lenders are secured by the guarantees provided by our
Promoters. Any default or failure by us to repay our loans in a timely manner or at all could trigger repayment
obligations on the part of our Promoters, in respect of such loans. This could have an adverse effect on our business,
results of operation, and financial condition. We may not be successful in procuring guarantees to supplement or
substitute the guarantees provided by our Promoters in a manner satisfactory to the lenders, and as a result may need
to repay outstanding amounts under such facilities or seek additional sources of capital, which could affect our
business prospects, financial condition, results of operations, and cash flows.
64. The determination of the Price Band is based on various factors and assumptions and the Offer Price of the
Equity Shares may not be indicative of the market price of the Equity Shares upon listing on the Stock
Exchanges.
The determination of the Price Band and discount, if any, will be based on various factors and assumptions, and
will be determined by our Company, in consultation with the Book Running Lead Manager. Furthermore, the Offer
Price of the Equity Shares will be determined by our Company, in consultation with the Book Running Lead
Manager through the Book Building Process. These will be based on numerous factors, including those described
under “Basis for Offer Price” on page 134, and may not be indicative of the market price of the Equity Shares upon
listing on the Stock Exchanges.
The factors that could affect the market price of the Equity Shares include, among others, broad market trends,
financial performance and results of our Company post-listing, and other factors beyond our control. We cannot
63assure you that an active market will develop or sustained trading will take place in the Equity Shares or provide
any assurance regarding the price at which the Equity Shares will be traded after listing.
65. We have presented certain supplemental information of our performance and liquidity which is not prepared
under or required under Ind AS.
This Prospectus includes our PAT Margin, EBITDA, EBITDA Margin, Return on Equity (RoE), Return on Capital
Employed (RoCE), EBITDA, and Debt to Equity Ratio (collectively “Non-GAAP Measures and Operational
Measures”) and certain other industry measures related to our operations and financial performance, which are
supplemental measures of our performance and liquidity and are not required by, or presented in accordance with,
Ind AS, IFRS or U.S. GAAP. For further details in relation to reconciliation of Non-GAAP Measures, see “Other
Financial Information” on page 369.
Further, these Non-GAAP Measures and industry measures are not a measurement of our financial performance or
liquidity under Ind AS, IFRS or U.S. GAAP and should not be considered in isolation or construed as an alternative
to cash flows, profit/ (loss) for the years/ period or any other measure of financial performance or as an indicator of
our operating performance, liquidity, profitability or cash flows generated by operating, investing or financing
activities derived in accordance with Ind AS, IFRS or U.S. GAAP. In addition, such Non-GAAP Measures and
industry measures are not standardized terms, and may vary from any standard methodology that is applicable across
the Indian financial services industry, and therefore may not be comparable with financial or industry related
statistical information of similar nomenclature computed and presented by other companies, and hence a direct
comparison of these Non-GAAP Measures and industry measures between companies may not be possible. Other
companies may calculate these Non-GAAP Measures and industry measures differently from us, limiting its
usefulness as a comparative measure. Although such Non-GAAP Measures and industry measures are not a measure
of performance calculated in accordance with applicable accounting standards, our Company’s management
believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a company’s
operating performance. 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 may not be comparable to financial measures and statistical information
of similar nomenclature that may be computed and presented by other companies and are not measures of operating
performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by
other companies.
66. Significant differences exist between Ind AS and other accounting principles, such as US GAAP and
International Financial Reporting Standards (“IFRS”), which investors may be more familiar with and consider
material to their assessment of our financial condition.
Our Restated Financial Information are derived from our audited financial statements for the nine months period
ended December 31, 2025 and for the Financial years ended March 31, 2025, March 31, 2024, and March 31, 2023,
prepared in accordance with Ind AS, SEBI Letter, and all restated in accordance with requirements of Section 26 of
Part I of Chapter III of Companies Act, SEBI ICDR Regulations, and the Guidance Note on “Reports in Company
Prospectuses (Revised 2019)” issued by ICAI. Ind AS differs in certain significant respects from IFRS, U.S. GAAP
and other accounting principles with which prospective investors may be familiar in other countries. We have not
attempted to quantify the impact of US GAAP, IFRS or any other system of accounting principles on the financial
data included in this Prospectus, nor do we provide a reconciliation of our financial statements to those of US
GAAP, IFRS or any other accounting principles. US GAAP and IFRS differ in significant respects from Ind AS
and Indian GAAP. Accordingly, the degree to which the Restated Financial Information included in this Prospectus
will provide meaningful information is entirely dependent on the reader’s level of familiarity with Ind AS, the
Companies Act and the SEBI ICDR Regulations. Any reliance by persons not familiar with Indian accounting
practices on the financial disclosures presented in this Prospectus should accordingly be limited.
67. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional
Surveillance Measure (ASM) and Graded Surveillance Measures (GSM) by the Stock Exchanges in order to
enhance market integrity and safeguard the interest of investors.
SEBI and the Stock Exchanges have introduced various pre-emptive surveillance measures in order to enhance
market integrity and safeguard the interests of investors, including ASM and GSM. ASM and GSM are imposed on
securities of companies based on various objective criteria such as significant variations in price and volume,
concentration of certain customer accounts as a percentage of combined trading volume, average delivery, securities
which witness abnormal price rise not commensurate with financial health and fundamentals such as earnings, book
value, fixed assets, net worth, price / earnings multiple and market capitalization.
64Upon listing, the trading of our Equity Shares would be subject to differing market conditions as well as other
factors which may result in high volatility in price, low trading volumes, and a large concentration of customer
accounts as a percentage of combined trading volume of our Equity Shares. The occurrence of any of the
abovementioned factors or other circumstances may trigger any of the parameters prescribed by SEBI and the Stock
Exchanges for placing our securities under the GSM and/or ASM framework or any other surveillance measures,
which could result in significant restrictions on trading of our Equity Shares being imposed by SEBI and the Stock
Exchanges. These restrictions may include requiring higher margin requirements, requirement of settlement on a
trade for trade basis without netting off, limiting trading frequency, reduction of applicable price band, requirement
of settlement on gross basis or freezing of price on upper side of trading, as well as mentioning of our Equity Shares
on the surveillance dashboards of the Stock Exchanges. The imposition of these restrictions and curbs on trading
may have an adverse effect on market price, trading and liquidity of our Equity Shares and on the reputation and
conditions of our Company.
External Risk Factors
68. Slowdown in sectors that we operate in, and any adverse changes in the conditions affecting these markets can
adversely impact our business, results of operations, financial condition and cash flows.
Since the primary uses of our products include construction, our business is dependent to a significant extent on the
performance and growth of the sectors where we are present, particularly the construction sector. Any change in
regulation in such sectors could materially and adversely affects demands for our products. Further, external factors
such as natural disasters, COVID-19 pandemic or any other pandemic, wars and unrest such as the war ensuing
between Ukraine and Russia, can cause a slowdown in the sectors that we operate in and disable us from taking on
or completing our projects in such sectors. In the event of a downturn in the construction sector or any of the other
key sectors in which we are present, demand for their products may decline and to that extent, our business, financial
condition, results of operations and cash flows could be adversely affected.
69. Changes in trade policies and regulations may adversely affect our profitability.
There have been on-going discussions and commentary regarding changes to Indian trading policies, treaties and
tariffs, which could create uncertainties about the future relationship between India and other countries with respect
to trade policies, treaties and tariffs. Any such change in policies by India or by the other countries, in terms of tariff
and non-tariff barriers, from which our suppliers import their raw materials, components and/or countries to which
we export our products, may increase our operating costs, reduce our margins and make it more difficult for us to
compete in the Indian and overseas markets, and our business, financial condition and results of operation could be
severally impacted.
70. We may be affected by competition law in India and any adverse application or interpretation of the Competition
Act could in turn adversely affect our business.
The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an appreciable
adverse effect on competition in the relevant market in India (“AAEC”). Under the Competition Act, any formal or
informal arrangement, understanding, or action in concert, which causes or is likely to cause an AAEC is considered
void and may result in the imposition of substantial penalties. Further, any agreement among competitors which
directly or indirectly involves the determination of purchase or sale prices, limits or controls production, supply,
markets, technical development, investment, or the provision of services or shares the market or source of
production or provision of services in any manner, including by way of allocation of geographical area or number
of customers in the relevant market or directly or indirectly results in bid-rigging or collusive bidding is presumed
to have an AAEC and is considered void. The Competition Act also prohibits abuse of a dominant position by any
enterprise. On March 4, 2011, the Government notified and brought into force the combination regulation (merger
control) provisions under the Competition Act with effect from June 1, 2011. These provisions require acquisitions
of shares, voting rights, assets or control or mergers or amalgamations that cross the prescribed asset and turnover
based thresholds to be mandatorily notified to and pre-approved by the Competition Commission of India (the
“CCI”). Additionally, on May 11, 2011, the CCI issued Competition Commission of India (Procedure for
Transaction of Business Relating to Combinations) Regulations, 2011, as amended, which sets out the mechanism
for implementation of the merger control regime in India.
The Competition (Amendment) Act, 2023 (“Competition Amendment Act”) amended the Competition Act and
gave the CCI additional powers to prevent practices that harm competition and to protect the interests of consumers
and to ensure the freedom of trade carried on by other participants in the markets in India. The Competition
Amendment Act, inter alia, modifies the scope of certain factors used to determine AAEC, reduces the overall time
65limit for the assessment of combinations by the CCI and empowers the CCI to impose penalties based on the global
turnover of entities, for anti-competitive agreements and abuse of dominant position.
The Competition Act aims to, among others, prohibit all agreements and transactions which may have an AAEC in
India. Consequently, all agreements entered by us could be within the purview of the Competition Act. Further, the
CCI has extraterritorial powers and can investigate any agreements, abusive conduct, or combination occurring
outside India if such agreement, conduct, or combination has an AAEC in India. However, the impact of the
provisions of the Competition Act on the agreements entered by us cannot be predicted with certainty at this stage.
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, or any enforcement proceedings initiated by
the CCI, or any adverse publicity that may be generated due to scrutiny or prosecution by the CCI or if any
prohibition or substantial penalties are levied under the Competition Act, it would adversely affect our business,
results of operations, cash flows, and prospects.
71. Changing laws, rules and regulations and legal uncertainties, including the withdrawal of certain benefits or
adverse application of tax laws, may adversely affect our business, prospects, results of operations and cash flows
Further, failure to comply with the existing laws and regulations applicable to our business could subject our
Company to enforcement actions and penalties and otherwise harm our business.
In India, our business is governed by various laws and regulations including, amongst others, , the Indian Stamp
Act, 1899, the Maharashtra Stamp Act, 1958, the Indian Registration Act, 1908, The Noise Pollution (Regulation
& Control) Rules, 2000, and various laws relating to employment. For details, see “Key Regulations and Policies”
on page 264. Environmental laws and regulations in India have been increasing in stringency and it is possible that
they will become significantly more stringent in the future. If environmental clearances are not obtained in a timely
manner or at all, the project may not be in compliance with environmental laws and regulations and/or may be
delayed and our overall operating expenses may increase, adversely affecting our business and results of operations.
Any failure or alleged failure to comply with the applicable laws, regulations or requirements could subject us to
inspection, enforcement actions and penalties imposed by authorities.
Our business could be adversely affected by any change in laws, municipal plans or interpretation of existing laws,
or promulgation of new laws, rules and regulations applicable to us. Any political instability in India, such as
corruption, scandals and protests against certain economic reforms, which have occurred in the past, could slow the
pace of liberalization and deregulation. The rate of economic liberalization could change, and specific laws and
policies affecting foreign investment, currency exchange rates and other matters affecting investment in India could
change as well.
India’s Union Budget for Fiscal 2025 (“Budget”) has amended the capital gains tax rates and amounts mentioned
above, with effect from the date of announcement of the Budget. A new Income Tax Act, 2025, has also been passed
and enacted by the Indian Parliament to replace the Income Tax Act, 1961, which has become effective from April
1, 2026, with an aim to consolidate and amend the law relating to income tax. The Government of India announced
the Union Budget for Fiscal 2027, following which the Finance Bill, 2026 (“Finance Bill”) was introduced in the
Lok Sabha on February 1, 2026. The Finance Bill will be enacted once it is passed by the Indian Parliament and
receives the President’s assent. Investors are advised to consult their own tax advisors to understand their tax
liability as per the laws prevailing on the date of disposal of Equity Shares. Investors are advised to consult their
own tax advisors and to carefully consider the potential tax consequences of owning, investing or trading in our
Equity Shares. Unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules and
regulations, governing our business and operations could result in us being deemed to be in contravention of such
laws, requiring us to apply for additional approvals.
There can be no assurance that the Government of India may not implement new regulations and policies which
will require us to obtain approvals and licenses from the Government of India and other regulatory bodies or impose
onerous requirements and conditions on our operations. Any such changes and the related uncertainties with respect
to the applicability, interpretation and implementation of any amendment or change to governing laws, regulation
or policy in the jurisdictions in which we operate may have a material adverse effect on our business, financial
condition, results of operations and cash flows in addition, we may have to incur expenditures to comply with the
requirements of any new regulations, which may also materially harm our results of operations and cash flows. Any
unfavourable changes to the laws and regulations applicable to us could also subject us to additional liabilities.
In addition, unfavourable changes in or interpretations of existing, or the promulgation of new laws, rules and
regulations including foreign investment laws governing our business, operations and group structure could result
in us being deemed to be in contravention of such laws or may require us to apply for additional approvals. We may
incur increased costs and other burdens relating to compliance with such new requirements, which may also require
66significant management time and other resources, and any failure to comply may adversely affect our business,
results of operations, cash flows and prospects. Uncertainty in the applicability, interpretation or implementation of
any amendment to, or change in, governing law, regulation or policy, including by reason of an absence, or a limited
body, of administrative or judicial precedent may be time consuming as well as costly for us to resolve and may
affect the viability of our current business or restrict our ability to grow our business in the future.
72. Regulation of greenhouse gas emissions and climate change issues may adversely affect our business.
Many governments are moving to enact climate change legislation and treaties at the international, national, state,
provincial and local levels. Where legislation already exists, regulations relating to emission levels and energy
efficiency are generally becoming more stringent. Some of the costs associated with meeting more stringent
regulations can be offset by increased energy efficiency and technological innovation. However, if the current
regulatory trend continues, meeting more stringent regulations is anticipated to result in increased costs, and this
may have a material adverse impact on our financial condition and results of operations. Further, India and many
other nations are signatories to international agreements related to climate change including the 1992 United Nations
Framework Convention on Climate Change, which is intended to limit or capture emissions of greenhouse gas, such
as carbon dioxide and the 2016 Paris Agreement, which extended the potentially binding set of emissions targets to
all nations. Our compliance with any new environmental laws or regulations, particularly relating to greenhouse gas
emissions, may require significant capital expenditure or result in the incurrence of fees and other penalties in the
event of non- compliance. We cannot guarantee that future legislative, regulatory, international law, industry, trade
or other developments will not negatively impact our operations and the demand for the products we sell. If any of
the foregoing were to occur, our business, financial condition and results of operations may be adversely affected.
73. Our business is substantially affected by prevailing economic, political and other conditions.
We are incorporated in and substantial amount of our operations are located in India. As a result, we are highly
dependent on prevailing economic conditions in India and our results of operations and cash flows are significantly
affected by factors influencing the Indian economy Factors that may adversely affect the Indian economy, and hence
our results of operations and cash flows, may include:
• any increase in Indian interest rates or inflation,
• any exchange rate fluctuations,
• any downgrade in the foreign countries sovereign risk or balance of payment crisis or economic crisis,
• inadequate cover or non-availability of export cover for covering export risks to foreign countries,
• any scarcity of credit or other financing in India, resulting in an adverse impact on economic conditions in
India and scarcity of financing for our expansions,
• prevailing income conditions among Indian consumers and Indian corporates,
• 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;
• 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,
• prevailing regional or global economic conditions, including in India's principal export markets,
• any downgrading of India's debt rating by a domestic or international rating agency,
• financial instability in financial markets; and
• other significant regulatory or economic developments in or affecting India or its construction sector.
On February 24, 2022, Russian military forces invaded Ukraine. Although the length, impact and outcome of the
ongoing military conflict in Ukraine is highly unpredictable, this conflict and responses from international
communities could lead to significant market and other disruptions, including significant volatility in commodity
prices and supply of energy resources, instability in financial markets, supply chain interruptions, political and social
instability, changes in consumer or purchaser preferences as well as increase in cyberattacks and espionage.
To date, we have not experienced any material interruptions in our operations and distribution network in connection
with these conflicts. We have no way to predict the progress or outcome of the conflict in Ukraine as the conflict,
and any resulting government reactions, are rapidly developing and beyond our control. The extent and duration of
the military action, sanctions and resulting market disruptions could be significant and could potentially have a
substantial impact on the global economy and our business for an unknown period of time. Any of the
abovementioned factors could affect our business, financial condition and results of operations.
67In addition, any slowdown or perceived slowdown in the Indian economy, or in specific sectors of the Indian
economy, could adversely affect our business, results of operations, cash flows and financial condition and the price
of the Equity Shares.
74. Terrorist attacks, communal disturbances, civil unrest and other acts of violence or was involving India and
other countries in which we have operations may adversely affect the financial markets and our business.
Terrorist attacks and other acts of violence or war may negatively affect the Indian markets on which our Equity
Shares trade and also adversely affect markets in which we have operations, as well as the worldwide financial
markets. These acts may also result in a loss of business confidence, and adversely affect our business. In addition,
any deterioration in relations between India and its neighbouring countries might result in investor concern about
stability in the region, which may adversely affect the price of our Equity Shares.
Some states in India have also witnessed civil unrest including communal disturbances in recent years and it is
possible that future civil unrest, as well as other adverse social, economic and political events in India may have a
negative impact on us. Such incidents may also create a greater perception that investment in Indian companies
involves a higher degree of risk and may have an adverse impact on our business and the price of our Equity Shares.
75. Any downgrading of India's debt rating by an independent agency may harm our ability to raise financing
Any adverse revisions to India's credit ratings for domestic and international debt by domestic or international rating
agencies may adversely affect our ability to raise additional financing and the interest rates and other commercial
terms on which such additional financing is available. This could have a material adverse effect on our capital
expenditure plans, business and financial performance and the price of our Equity Shares.
76. If the rate of Indian price inflation increases, our business and results of operations may be adversely affected.
In the recent past, India has experienced fluctuating wholesale price inflation as compared to historical levels due
to the global economic downturn. An increase in inflation in India could cause a rise in the price of raw materials
and wages, or any other expenses that we incur. If this trend continues, we may be unable to accurately estimate or
control our costs of production or pass on increase in costs to our customers and this could have a material adverse
effect on our business and results of operations
77. Financial instability in Indian financial markets or instability in financial markets in the countries in which we
operate could adversely affect our results of operations and financial condition.
The Indian financial market and the Indian economy are influenced by economic and market conditions in other
countries, particularly in the emerging market in Asian countries. Financial turmoil in Asia, Europe, the United
States and elsewhere in the world in recent years has affected the Indian economy. Although economic conditions
are different in each country, investors' reactions to developments in one country can have a material adverse effect
on the securities of companies in other countries, including India. A loss in investor confidence in the financial
systems of other emerging markets may cause increased volatility in Indian financial markets and, indirectly, in the
Indian economy in general. Any global financial instability, including continued volatility in global financial
markets due to the economic slowdown in China and the increase in the federal interest rates by the United States
Federal Reserve, could also have a negative impact on the Indian financial markets and economy.
78. Investors may not be able to enforce judgments obtained in foreign courts against us
We are a public limited company under the laws of India. Many of our directors and officers are Indian nationals
and all or a significant portion of the assets of all of the directors and officers and a substantial portion of our assets
are located in India. As a result, it may be difficult for investors to effect service of process outside India on us or
on such directors or officers or to enforce judgments against them obtained from courts outside India, including
judgments predicated on the civil liability provisions of the United States federal securities laws.
India has reciprocal recognition and enforcement of judgments in civil and commercial matters with only a limited
number of jurisdictions, which includes the United Kingdom, United Arab Emirates, Singapore and Hong Kong. In
order to be enforceable, a judgment from a jurisdiction with reciprocity must meet certain requirements of the Indian
Code of Civil Procedure, 1908 (the “Civil Code”). The Civil Code only permits the enforcement of monetary
decrees, not being in the nature of any amounts payable in respect of taxes, other charges, fines or penalties.
Judgments or decrees from jurisdictions which do not have reciprocal recognition with India cannot be enforced by
proceedings in execution in India. Therefore, a final judgment for the payment of money rendered by any court in
a non-reciprocating territory for civil liability, whether or not predicated solely upon the general laws of the non-
68reciprocating territory, would not be enforceable in India. Even if an investor obtained a judgment in such a
jurisdiction against us, our officers or directors, it may be required to institute a new proceeding in India and obtain
a decree from an Indian court. However, the party in whose favour such final judgment is rendered may bring a
fresh suit in a competent court in India based on a final judgment that has been obtained in a non-reciprocating
territory within three years of obtaining such final judgment. It is unlikely that an Indian court would award damages
on the same basis or to the same extent as was awarded in a final judgment rendered by a court in another jurisdiction
if the Indian court believed that the amount of damages awarded was excessive or inconsistent with public policy
in India. In addition, any person seeking to enforce a foreign judgment in India is required to obtain prior approval
of the Reserve Bank of India to repatriate any amount recovered pursuant to the execution of the judgment.
Risks relating to Equity Shares
79. The Offer Price of our Equity Shares, our price-to-earnings ratio, our EV/EBITDA ratio and our market
capitalisation to total revenue from operations ratio may not be indicative of the trading price of our Equity
Shares upon listing on the Stock Exchanges subsequent to the Offer and, as a result, you may lose a significant
part or all of your investment.
While our market capitalisation is subject to the determination of the Offer Price, which was determined by our
Company, in consultation with the Book Running Lead Manager, through the book building process, our price-to-
earnings ratio, EV/EBITDA ratio and market capitalisation to total revenue from operations ratio for Fiscal 2025
are set out below:
(In multiples, unless otherwise specified)
Particulars Ratio vis-à-vis floor price Ratio vis-à-vis cap price
Price to Earnings (P/E) Ratio(1) 18.49 19.49
EV/EBITDA(2) 16.35 17.22
Market Capitalization to Revenue(3) 2.03 2.14
(1) Price to Earnings ratio has been computed based on the floor price/cap price divided by the diluted earnings per share for
the year ended March 31, 2025.
(2) Enterprise Value is computed as the market capitalization of the Company based on the Floor Price/Cap Price,
respectively, plus the net debt as on March 31, 2025. While, market capitalization of the Company is calculated as Post Offer
No of Shares multiplied by price per share as per the Price Band, Net debt for the year ended March 31,2025 has been
computed as Total Debt minus Cash and cash equivalents minus bank balances, where-as Total Debt is computed as Non-
Current Borrowings plus Current Borrowings.
(3) Market Capitalisation to Revenue ratio has been calculated as the market capitalisation of the Company at the Floor
Price/Cap Price divided by the total revenue from operations for Fiscal 2025. Market capitalisation has been computed by
multiplying the Offer Price by the total number of Equity Shares outstanding after the Offer.
The determination of the Price Band was based on various factors and assumptions and was determined by our
Company in consultation with the BRLM. The relevant financial parameters based on which the Price Band was
determined shall be disclosed in the advertisement that will be issued for the publication of the Price Band. Further,
the Offer Price of the Equity Shares is proposed to be determined on the basis of assessment of market demand for
the Equity Shares offered through the book-building process prescribed under the SEBI ICDR Regulations, and
certain quantitative and qualitative factors as set out in the section “Basis for Offer Price” on page 134, and the
Offer Price, multiples and ratios may not be indicative of the market price of our Company on listing or thereafter.
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 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 market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors,
variations in our operating results, market conditions specific to the industry we operate in, developments relating
to India, announcements by third parties or governmental entities of significant claims or proceedings against us,
volatility in the securities markets in India and other jurisdictions, variations in the growth rate of financial
indicators, and variations in revenue or earnings estimates by research publications, and changes in economic, legal
and other regulatory factors. As a result, we cannot assure you that an active market will develop, or sustained
trading will take place in the Equity Shares or provide any assurance regarding the price at which the Equity Shares
will be traded after listing. Further, 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.
80. The average cost of acquisition of Equity Shares by the Promoter Selling Shareholders is less than the Offer
Price.
69The average cost of acquisition of Equity Shares by the Promoter Selling Shareholders is less than the Offer Price,
which has been decided by our Company, in consultation with the Book Running Lead Manager. The details of the
average cost of acquisition of Equity Shares offered by the Promoter Selling Shareholders are set out below:
Acquisition
price per
Promoter Selling Shareholder Number of Equity Shares of face value of ₹ 10 each
Equity Share
(in ₹)*
Kalpesh Dhanjibhai Patel 3,50,000** Equity Shares of face value of ₹ 10 each
0.24
aggregating to ₹ 612.50** lakhs
Kanubhai Patel 3,50,000** Equity Shares of face value of ₹ 10 each
0.24
aggregating to ₹ 612.50** lakhs
Vasantkumar Narayanbhai Patel 3,00,000** Equity Shares of face value of ₹ 10 each
0.24
aggregating to ₹ 525.00** lakhs
*As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, vide their certificate dated April 14,
2026.
**Subject to finalization of the Basis of Allotment.
For further details regarding the weighted average cost of acquisition of Equity Shares by the Promoter Selling
Shareholders and build-up of Equity Shares of the Promoter Selling Shareholders in our Company, see “Capital
Structure - Average cost of acquisition of Equity Shares by our Promoters” and “Capital Structure -Build-up of the
shareholding of our Promoters in our Company”” on pages 108 and 102, respectively.
81. Our Company has allotted bonus shares on July 25, 2025 in the proportion of 40:1, i.e., 40 (forty) Equity Share
for every 1(one) Equity Share each held by existing equity Shareholders of the Company. There can be no
assurance that our Company will be in a position to declare bonus issue in the future. Our ability to declare and
issue bonus shares in the future may be affected by any material adverse effect on our future earnings, financial
condition or cash flows.
On July 25, 2025, our Company had allotted bonus shares in the ratio of 40 Equity Shares for every one Equity
Share held by the Shareholders which was authorized by a resolution passed by the Shareholders at the EGM held
on July 24, 2025 with the record date as July 18, 2025. For further details, see “Capital Structure – Equity Share
capital history of our Company” on page 97.
The ability to declare and issue bonus shares depends on the availability of sufficient reserves, our Company's
profitability, business plans, market conditions, investor expectations, current and proposed capital structure and
compliance with applicable regulations at the time. There is no guarantee that our Company will be able to issue
bonus shares in the future, as it will require the availability of adequate reserves and may be subject to legal
requirements, and corporate approvals. Any future bonus issues could also impact our Company's financial
flexibility and its ability to distribute profits in other forms. Based on the certificate dated April 04, 2026issued by
O.M.M.S & Associates, Chartered Accountants, the details of the free reserves utilized by our Company for the
purposes of the bonus issue is set forth below:
Particulars Amount (in ₹ lakhs)
Free reserves before the bonus issue 5,170.43
Amount utilised by the Company for bonus issue 2,400.00
Free reserves after the bonus issue 2,770.43
82. Our Company has issued Equity Shares during the preceding one year at a price that is below the Offer Price.
In the preceding one year from the date of this Prospectus, our Company has issued Equity Shares at a price that is
lower than the Offer Price. The price at which Equity Shares have been issued by our Company in the preceding
one year is not indicative of the price at which they will be issued or traded after listing. For details on such
allotments, see “Capital Structure” on page 97. The difference in the issue price for these private placements and
the Offer Price may arise due to various factors, such as difference in valuation methodologies, regulatory guidelines
/ process / mode of issue and allotment of shares, potential liquidity and ease of salability of the allotted shares,
category of investors, number of investors, amount of investment, negotiations with investors, and prevailing market
conditions at the time of allotment. While the valuation for the private placements undertaken our Company is based
on valuation reports used to determine the issue price, conversely, the Offer Price will be determined through the
price discovery process under Book Building Process as per the SEBI ICDR Regulations, considering market
70demand for the Equity Shares being offered under the Offer and various quantitative and qualitative factors, as
detailed in the "Basis for Offer Price" section on page 134. Consequently, the valuation methodologies for these
allotments are not directly comparable.
83. Any future issuance of Equity Shares may dilute your shareholding and sale of our Equity Shares by our
Promoters or other major shareholders may adversely affect the trading price of the Equity Shares.
Any future equity issuances by us, including a primary offering, may lead to the dilution of investors' shareholdings
in our Company. Any future equity issuances by us or sales of our Equity Shares by our Promoters or other major
shareholders may adversely affect the trading price of the Equity Shares, which may lead to other adverse
consequences for us including difficulty in raising debt-financing. In addition, any perception by investors that such
issuances or sales might occur may also affect the trading price of our Equity Shares.
84. Holders of Equity Shares may be restricted in their ability to exercise pre-emptive rights under Indian law and
thereby suffer future dilution of their ownership position.
Under the Companies Act, a company incorporated in India must offer its equity shareholders pre-emptive rights to
subscribe and pay for a proportionate number of equity shares to maintain their existing ownership percentages
prior to issuance of any new equity shares, unless the pre-emptive rights have been waived by the adoption of a
special resolution by shareholders of such company.
However, if the law of the jurisdiction that you are in does not permit the exercise of such pre-emptive rights without
our filing an offering document or registration statement with the applicable authority in such jurisdiction, you will
be unable to exercise such pre-emptive rights, unless we make such a filing. To the extent that you are unable to
exercise pre-emptive rights granted in respect of the Equity Shares, your proportional interests in our Company may
be reduced.
85. The Equity Shares have never been publicly traded, and, after the Offer, the Equity Shares may experience price
and volume fluctuations, and an active trading market for the Equity Shares may not develop. Further, the price
of the Equity Shares may be volatile, and you may be unable to resell the Equity Shares at or above the Offer
Price, or at all.
Prior to the Offer, there has been no public market for the Equity Shares, and an active trading market on the Stock
Exchanges may not develop or be sustained after the 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 Offer
Price of the Equity Shares is proposed to be determined through a book-building process and may not be indicative
of the market price of the Equity Shares at the time of commencement of trading of the Equity Shares or at any time
thereafter.
The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors,
variations in operating results of our Company, market conditions specific to the industry we operate in,
developments relating to India, volatility in securities markets in jurisdictions other than India, variations in the
growth rate of financial indicators, variations in revenue or earnings estimates by research publications, and changes
in economic. legal and other regulatory factors.
86. Investors may be subject to Indian taxes arising out of income arising from distribution of dividend and sale of
the Equity Shares.
Capital gains arising from the sale of our Equity Shares are generally taxable in India. Any gain realised on the sale
of our Equity Shares on a stock exchange held for more than 12 months is subject to long term capital gains tax in
India. Such long-term capital gains exceeding ₹ 125,000 arising from the sale of listed equity shares on a stock
exchange are subject to tax at the rate of 12.5% (plus applicable surcharge and cess). A securities transaction tax
(“STT”) will be levied on and collected by an Indian stock exchange on which our Equity Shares are sold. Any gain
realised on the sale of our Equity Shares held for more than 12 months by an Indian resident, which are sold other
than on a recognised stock exchange and as a result of which no STT has been paid, will be subject to long-term
capital gains tax in India. Further, any gain realised on the sale of our Equity Shares held for a period of 12 months
or less will be subject to short-term capital gains tax in India. Further, any gain realised on the sale of listed equity
shares held for a period of 12 months or less which are sold other than on a recognised stock exchange and on which
no STT has been paid, will be subject to short-term capital gains tax at a higher rate compared to the transaction
where STT has been paid in India. Capital gains arising from the sale of our Equity Shares will be exempt from
taxation in India in cases where an exemption is provided under a treaty between India and the country of which
the seller is a resident.
71As a result, subject to any relief available under an applicable tax treaty or under the laws of their own jurisdictions,
residents of other countries may be liable for tax in India as well as in their own jurisdictions on gains arising from
a sale of our Equity Shares.
The Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020 and 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. The Finance
Act, 2020, has, inter alia, amended the tax regime, including a simplified alternate direct tax regime and that
dividend distribution tax will not be payable in respect of dividends declared, distributed or paid by a domestic
company after March 31, 2020, and accordingly, that such dividends not be exempt in the hands of the shareholders,
and that such dividends are likely to be subject to tax deduction at source. Investors should consult their own tax
advisors about the consequences of investing or trading in the Equity Shares.
87. Foreign investors are subject to foreign investment restrictions under Indian law, which may adversely affect the
market price of the Equity Shares.
Under the 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 Reserve Bank of India. If the transfer of shares is not in compliance with such pricing
guidelines or reporting requirements or falls under any of the exceptions referred to above, then the approval of the
Reserve Bank of India will be required for such transaction to be valid.
Additionally, shareholders who seek to convert Rupee proceeds from a sale of shares in India into foreign currency
and repatriate that foreign currency from India require a no-objection or a tax clearance certificate from the Indian
income tax authorities. Further, in accordance with Press Note No. 3 (2020 Series), dated April 17, 2020 issued by
the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of
India (formerly known as Department of Industrial Policy and Promotion)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 Government of India, as prescribed in the Consolidated FDI Policy and the FEMA
Rules. These investment restrictions shall also apply to subscribers of offshore derivative instruments. Neither the
Consolidated FDI Policy nor the FEMA Rules provide a definition of the term "beneficial owner". The interpretation
of "beneficial owner" and enforcement of this regulatory change may differ in practice, which may have an adverse
effect on our ability to raise foreign capital. We cannot assure you that any required approval from the Reserve
Bank of India or any other governmental agency can be obtained on any particular terms or at all. For further details,
see “Restrictions on Foreign Ownership of Indian Securities” beginning on page 465.
88. QIBs and Non-Institutional Investors are not permitted to withdraw or lower their Bids (in terms of quantity of
Equity Shares or the Bid Amount) at any stage after submitting a Bid, and Retail Individual Investors are not
permitted to withdraw their Bids after Bid/Offer Closing Date.
Pursuant to the SEBI ICDR Regulations, Qualified Institutional Buyers and Non-Institutional Investors are required
to pay the Bid Amount on submission of the Bid and are not permitted to withdraw or lower their Bids (in terms of
quantity of Equity Shares or the Bid Amount) at any stage after submitting a Bid. Similarly, Retail Individual
Investors can revise or withdraw their Bids at any time during the Bid Offer Period and until the Bid Offer Closing
Date, but not thereafter. Therefore, Qualified Institutional Buyers and Non-Institutional Investors will not be able
to withdraw or lower their Bids following adverse developments in international or national monetary policy,
financial, political or economic conditions, our business, results of operations or otherwise at any stage after the
submission of their Bids.
89. Fluctuation in the exchange rate of the Rupee and other currencies could have an adverse effect on the value of
our Equity Shares, independent of our operating results.
Subject to requisite approvals, on listing, our Equity Shares will be quoted in Rupees on the Stock Exchanges. Any
dividends, if declared, in respect of our Equity Shares will be paid in Rupees and subsequently converted into the
relevant foreign currency for repatriation, if required. Any adverse movement in exchange rates during the time that
it takes to undertake such conversion may reduce the net dividend to such investors. In addition, any adverse
movement in exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India,
72for 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 shareholders.
The exchange rate of the Rupee has changed substantially in the last two decades and could fluctuate substantially
in the future, which may have a material adverse effect on the value of the Equity Shares and returns from the Equity
Shares, independent of our operating results.
90. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase
in the Offer.
Subject to requisite approvals, the Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable
Indian laws, certain actions must be completed before the Equity Shares can be listed and trading in the Equity
Shares may commence. Investors’ book entry, or ‘demat’ accounts with depository participants in India, are
expected to be credited within one working day of the date on which the Basis of Allotment is approved by the
Stock Exchanges. The Allotment of Equity Shares in this Issue and the credit of such Equity Shares to the applicant’s
demat account with depository participant could take approximately two Working Days from the Bid / Offer Closing
Date and trading in the Equity Shares upon receipt of final listing and trading approvals from the Stock Exchanges
is expected to commence within three Working Days of the Bid/Offer Closing Date. There could be a failure or
delay in listing of the Equity Shares on the Stock Exchanges. Any failure or delay in obtaining the approval or
otherwise commence trading in the Equity Shares would restrict investors’ ability to dispose of their Equity Shares.
There can be no assurance that the Equity Shares will be credited to investors’ demat accounts, or that trading in
the Equity Shares will commence, within the time periods specified in this risk factor. We could also be required to
pay interest at the applicable rates if allotment is not made, refund orders are not dispatched or demat credits are
not made to investors within the prescribed time periods. For further details, see “Offer Procedure” on page 445.
73SECTION III: INTRODUCTION
THE OFFER
The following table summarizes details of the Offer:
Offer of Equity Shares(1) (2) 85,75,000* Equity Shares of face value of ₹ 10 each
aggregating to ₹ 15,006.25* lakhs.
Of which:
Fresh Issue (1) 75,75,000* Equity Shares of face value of ₹ 10 each
aggregating to ₹ 13,256.25* lakhs
Offer for Sale (2) 10,00,000* Equity Shares of face value of ₹ 10 each
aggregating to ₹ 1,750.00* lakhs by the Promoter Selling
Shareholders
A) QIB Portion (3) (4) 42,87,500* Equity Shares of face value of ₹ 10 each
aggregating to ₹ 7,503.13* lakhs.
Of which:
(i) Anchor Investor Portion(3) 25,72,270* Equity Shares of face value of ₹ 10 each.
(ii) Net QIB Portion available for allocation to QIBs 17,15,230* Equity Shares of face value of ₹ 10 each.
other than Anchor Investors (after allocationof the
Anchor Investor Portion)
Of which:
(a) Available for allocation to Mutual Funds only (5% of 85,762* Equity Shares of face value of ₹ 10 each.
the Net QIB Portion)
(b) Balance for all QIBs including Mutual Funds 16,29,468* Equity Shares of face value of ₹ 10 each
B) Non-Institutional Portion (4) (5) 12,86,250* Equity Shares of face value of ₹ 10 each
aggregating to ₹ 2,250.94* lakhs
Of which:
(a) One-third of the Non-Institutional Portion available 4,28,750* Equity Shares of face value of ₹ 10 each
for allocation to Bidders with an application size of
more than ₹ 2.00 lakhs and up to ₹ 10.00 lakhs
(b) Two-third of the Non-Institutional Portion available 8,57,500* Equity Shares of face value of ₹ 10 each
for allocation to Bidders with an application size of
more than ₹ 10.00 lakhs
C) Retail Portion 30,01,250* Equity Shares of face value of ₹ 10 each
aggregating to ₹ 5252.19* lakhs
Pre and post-Offer Equity Shares
Equity Shares outstanding prior to the Offer (as at the date 2,66,70,000 Equity Shares of face value of ₹ 10 each
of this Prospectus)
Equity Shares outstanding after the Offer 3,42,45,000* Equity Shares of face value of ₹ 10 each
Use of Net Proceeds of the Offer See “Objects of the Offer” on page 112 for information about
the use of the Proceeds arising from the Offer.
*Subject to finalisation of Basis of Allotment.
(1) The Offer has been authorized by our Board pursuant to a resolution passed at its meeting held on September 16, 2025, and the
by our Shareholders pursuant to a special resolution passed at their EGM held on September 17, 2025. Further, our Board has
taken on record the consents issued by the Promoter Selling Shareholders pursuant to a resolution passed at its meeting held on
September 16, 2025.
(2) The Promoter Selling Shareholders confirm that their portion of Equity Shares being offered in the Offer have been held by them for a
period of at least one year prior to the filing of the Draft Red Herring Prospectus with SEBI in accordance with Regulation 8 of the
SEBIICDR Regulations or are otherwise eligible for being offered for sale in the Offer in accordance with the provisions of the SEBI
ICDR Regulations. The details of authorization by the Promoter Selling Shareholders approving their participation in the Offer for Sale
are as set out below:
74Name of the Promoter Aggregate number of Equity Shares being offered in the Offer
Date of consent letter
Selling Shareholders for Sale
3,50,000* Equity Shares of face value of ₹ 10 each
Kalpesh Dhanjibhai Patel September 16, 2025
aggregating to ₹ 612.50* lakhs
3,50,000* Equity Shares of face value of ₹ 10 each
Kanubhai Patel September 16, 2025
aggregating to ₹ 612.50* lakhs
Vasantkumar Narayanbhai 3,00,000* Equity Shares of face value of ₹ 10 each
September 16, 2025
Patel aggregating to ₹ 525.00* lakhs
(3) Our Company in consultation with the BRLM, allocated up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in
accordance with SEBI ICDR Regulations. 40% of the Anchor Investor Portion was reserved in the following manner: (i) 33.33% of the
Anchor Investor Portion was reserved for domestic Mutual Funds, and (ii) 6.67% of the Anchor Investor Portion was reserved for Life
Insurance Companies and Pension Funds, subject to valid Bids having been received from domestic Mutual Funds, Life Insurance
Companies and Pension Funds at or above the 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. For further details, see “Offer
Procedure” on page 445.
(4) Subject to valid Bids having been received at or above the Offer Price, undersubscription, 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 Book Running Lead Manager and the Designated Stock Exchange, subject to applicable laws. In
case of under-subscription in the Offer, subject to receipt of minimum subscription for 90% of the Fresh Issue, compliance with Rule
19(2)(b) of the SCRR and allotment of not more than 50% of the Offer to QIBs, Equity Shares shall be allocated in the manner specified
in the section “Terms of the Offer” on page 21 of this Prospectus.
(5) Allocation to Bidders in all categories, except Anchor Investors, if any, Non-Institutional Investors and Retail Individual Investors, was
made on a proportionate basis subject to valid Bids having been received at or above the Offer Price. The allocation to each Retail
Individual Investor was not less than the minimum Bid Lot, subject to availability of Equity Shares in the Retail Portion and the remaining
available Equity Shares, if any, were allocated on a proportionate basis. Not less than 15% of the Offer was made available for allocation
to Non-Institutional Investor. The Equity Shares available for allocation to Non-Institutional Bidders under the Non-Institutional Portion,
were subject to the following (i) One-thirds of the Non- Institutional Portion was made available for allocation to Bidders with an
application size of more than ₹ 2.00 lakhs and up to ₹ 10.00 lakhs and (ii) Two-thirds of the Non-Institutional Portion was made available
for allocation to Bidders with an application size of more than ₹ 10.00 lakhs provided that under-subscription in either of these two sub-
categories specified in (i) and (ii), was allocated to Bidders in the other sub-category of Non-Institutional Portion in accordance
with the SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price.
For further details, including in relation to grounds for rejection of Bids, refer to “Offer Structure” and “Offer Procedure”
on page 441 and 445, respectively. For further details of the terms of the Offer, see “Terms of the Offer” on page 434.
75SUMMARY OF FINANCIAL INFORMATION
The following tables set forth summary financial information derived from our Restated Financial Statements. The
summary financial information presented below should be read in conjunction with ‘Restated Financial Information’
and ‘Management’s Discussion and Analysis of Financial Condition and Results of Operations’ beginning on pages 307
and 377, respectively.
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76Summary of Restated Statement of Asset and Liability
(All amounts in ₹ lakhs, unless otherwise stated)
As at As at As at As at
Particulars December 31, March 31, March 31, March 31,
2025 2025 2024 2023
I ASSETS
1 Non-current Assets
(a) Property, Plant and Equipment 887.43 648.90 704.43 766.05
(b) Investment Property 291.85 302.85 357.90 375.19
(c) Other Intangible Assets - 0.09 0.12 0.16
(d) Financial Assets
(i) Investments 13.75 13.75 13.75 14.00
(ii) Other Financial Assets 1,354.26 856.98 1,998.99 1,835.01
(e) Income Tax Assets (Net) - - - 53.66
(f) Deferred tax assets (Net) 183.45 114.42 223.11 75.80
(g) Other non-current assets 131.34 35.94 29.85 28.49
Total Non-current Assets 2,862.08 1,972.93 3,328.15 3,148.36
2 Current Assets
(a) Inventories 788.73 747.16 194.79 266.95
(b) Financial Assets
(i) Trade receivables 14,406.60 9,011.20 6,989.09 5,781.65
(ii) Cash and cash equivalents 43.20 68.58 17.16 15.16
(iii) Bank balances other than (ii) above 400.20 360.20 - -
(iv) Loans 1.77 - - -
(iv) Other Financial assets 4,607.38 2,279.82 1,074.74 1,089.76
(c) Other current assets 895.82 538.55 181.05 212.35
(d) Asset classified as held for sale - 38.70 - -
Total Current Assets 21,143.70 13,044.21 8,456.83 7,365.87
Total Assets 24,005.78 15,017.14 11,784.98 10,514.23
II EQUITY AND LIABILITIES
1 Equity
(a) Equity Share capital 2,667.00 60.00 60.00 60.00
(b) Other Equity 9,317.13 7,205.42 5,003.65 4,276.13
Total Equity 11,984.13 7,265.42 5,063.65 4,336.13
2 LIABILITIES
Non-current Liabilities
(a) Financial Liabilities
(i) Borrowings 277.37 104.05 145.57 167.28
(ii) Other financial liabilities 107.22 201.89 110.42 110.42
(b) Provisions 273.64 246.74 133.74 62.20
Total Non-current Liabilities 658.23 552.68 389.73 339.90
3 Current Liabilities
(a) Financial Liabilities
(i) Borrowings 3,569.38 1,786.41 2,477.25 2,389.63
(ii) Trade payables
77As at As at As at As at
Particulars December 31, March 31, March 31, March 31,
2025 2025 2024 2023
- Total outstanding dues of micro and
2,171.63 700.23 1,023.63 1,043.73
small enterprises
- Total outstanding dues of trade
payables other than micro and small 3,184.60 3,816.71 1,883.16 1,494.51
enterprises
(iii) Other financial liabilities 567.23 204.15 191.86 155.35
(b) Other current liabilities 1,494.27 545.09 718.01 753.90
(c) Provisions 24.69 8.46 2.40 1.08
(d) Income tax liabilities (net) 351.62 137.99 35.29 -
Total Current Liabilities 11,363.42 7,199.04 6,331.60 5,838.20
Total Liabilities 12,021.65 7,751.72 6,721.33 6,178.10
TOTAL EQUITY AND LIABILITIES 24,005.78 15,017.14 11,784.98 10,514.23
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78Summary of Restated Statement of Profit and Loss
(All amounts in ₹ lakhs, unless otherwise stated)
For the Nine
months period For the year For the year For the year
Particulars ended ended March ended March ended March
December 31, 31, 2025 31, 2024 31, 2023
2025
Income
Revenue from operations 27,454.28 27,943.51 18,276.16 12,023.63
Other income 195.91 221.26 163.29 147.10
Total Income 27,650.19 28,164.77 18,439.45 12,170.73
Expenses
Cost of material consumed 14,162.23 12,369.54 6,769.07 4,054.40
Project Related expenses 6,839.45 8,553.97 6,980.74 4,578.68
Employee Benefits Expense 2,568.06 3,132.15 2,859.96 1,871.09
Finance Costs 534.32 600.49 524.40 440.19
Depreciation and Amortization Expenses 149.68 119.06 132.28 132.05
Other Expenses 460.08 322.25 219.76 326.52
Total Expenses 24,713.82 25,097.46 17,486.21 11,402.93
Profit before tax 2,936.37 3,067.31 953.24 767.80
Tax expense:
(a) Current tax 672.02 744.38 354.69 219.17
(b) Tax for earlier period (1.25) 3.51 0.01 2.64
(c) Deferred tax (71.20) 110.94 (142.70) (77.73)
Total Tax Expenses 599.57 858.83 212.00 144.08
Profit for the year 2,336.80 2,208.48 741.24 623.72
Other Comprehensive Income
Items that will not be reclassified to profit or
loss
Re-measurement gains/ (losses) on defined
8.60 (8.96) (18.34) (1.14)
benefit plans
Tax on above (2.16) 2.25 4.62 0.29
Total Other Comprehensive Income 6.44 (6.71) (13.72) (0.85)
Total Comprehensive Income for the year 2,343.24 2,201.77 727.52 622.87
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79Summary of Restated Statement of Cash Flow
(All amounts in ₹ lakhs, unless otherwise stated)
For the Nine
months For the year For the year For the year
period ended ended ended
Particulars
ended March 31, March 31, March 31,
December 2025 2024 2023
31, 2025
A Cash flow from Operating Activities
Profit before tax 2,936.37 3,067.31 953.24 767.80
Adjustments to reconcile profit before tax to net
cash flows:
-Depreciation and amortisation expense 149.68 119.06 132.28 132.05
-Loss / (Gain) on sale / disposal of property, plant
(4.57) (5.82) (1.15) 1.29
and equipment and Intangible assets, net
-Finance costs 534.32 600.49 524.40 440.19
-Gratuity Expense 51.72 110.09 54.54 22.33
-Interest income classified as investing cash flows (160.72) (162.34) (141.05) (115.86)
-Dividend income classified as investing cash
- (2.06) (2.06) (2.06)
flows
-Rental income classified as investing cash flows (13.62) (16.60) (16.23) (16.20)
-Allowance for credit losses on trade receivables 40.53 68.00 8.71 62.43
Operating Profit before Working Capital
3,533.71 3,778.13 1,512.68 1,291.97
Changes
Changes in working capital:
Inventories (41.57) (552.37) 72.16 28.41
Trade receivables (5,435.92) (2,022.11) (1,207.42) (4,104.03)
Trade payables 813.05 1,610.14 368.56 1,517.27
Non-current / current financial and other assets (3,294.41) (854.84) (127.75) 2,120.79
Non-current / current financial and other
1,173.90 (69.15) 0.62 413.48
liabilities/provisions
Cash generated from operating activities (3,251.24) 1,889.80 618.83 1,267.89
Income taxes paid (net) (487.37) (645.19) (265.75) (262.49)
Net Cash (used in) / generated from operating
(3,738.61) 1,244.61 353.08 1,005.40
activities (A)
B Cash flow from Investing Activities:
Payments for property, plant and equipment,
(354.31) (48.60) (55.02) (222.91)
intangible assets and Investment Property
Proceeds from sale of property, plant and
63.40 7.27 2.85 15.31
equipment, Investment Property
Proceeds from sale of investments - - 0.25 (6.74)
-Interest income classified as investing cash flows 122.16 162.34 141.05 115.86
-Dividend income classified as investing cash
- 2.06 2.06 2.06
flows
-Rental income classified as investing cash flows 13.62 16.60 16.23 16.20
Net Cash (used in) Investing Activities (B) (155.13) 139.67 107.42 (80.22)
C Cash flow from Financing Activities:
Proceeds / (Repayment) (net) of Long-term 216.54 (41.53) (21.71) (901.96)
borrowings
Proceeds / (Repayment) (net) of Short-term 1,739.76 (690.84) 87.62 425.67
borrowings
Finance costs paid (463.41) (600.49) (524.40) (440.19)
Proceeds from issue of equity shares 2,401.20 - - -
80For the Nine
months For the year For the year For the year
period ended ended ended
Particulars
ended March 31, March 31, March 31,
December 2025 2024 2023
31, 2025
Share issue costs (25.73) - - -
Net Cash (used in) / generated from Financing
3,868.36 (1,332.86) (458.50) (916.48)
Activities (C)
Net (decrease) / increase in cash and cash equivalents
(25.38) 51.42 2.00 8.70
(A+B+C)
Cash and cash equivalents at the beginning of the year 68.58 17.16 15.16 6.46
Cash and cash equivalents at the end of the year 43.20 68.58 17.16 15.16
81SUMMARY OF CONTINGENT LIABILITIES
A summary of our contingent liabilities as at the nine months period ended December 31, 2025, Fiscal 2025, Fiscal 2024
and Fiscal 2023, as per Ind AS– Provisions, Contingent Liabilities and Contingent Assets, derived from our Restated
Financial Information is set forth below:
(in ₹ lakhs)
As at the nine
months
As at Fiscal As at Fiscal As at Fiscal
Particulars period ended
2025 2024 2023
December 31,
2025
Contingent Liabilities
Claim against the Company not acknowledged as debt
- Demands raised / show cause notices issued
57.29 57.29 34.80 22.27
#
relating to Income Tax
- Demands raised / show cause notices issued
110.89 110.89 92.43 92.43
#
relating to GST
Total 168.18 168.18 127.23 114.70
Contingent Liabilities as a percentage of Net
1.40 2.31 2.51 2.65
Worth (in %)
#Future cash outflows in respect of above matters are determinable only on receipt of judgements / decisions pending at various
forums / authorities. The management, based on their assessment, does not expect these claims to succeed and accordingly, no
provision has been recognised in the financial statements.
For further details on contingent liabilities as at December 31, 2025, March 31, 2025, March 31, 2024 and March 31,
2023, as per Ind AS– Provisions, Contingent Liabilities and Contingent Assets, see “Restated Financial Information –
Note 28 – Contingent liabilities and capital commitments” on page 349.
For details on risks in relation to our contingent liabilities, see “Risk Factors – We have certain contingent liabilities,
which, if they materialize, may adversely affect our results of operations, financial condition and cash flows.” on page
35.
82SUMMARY OF RELATED PARTY TRANSACTIONS
A summary of related party transactions as per the requirements under Ind AS – Related Party Disclosures read with the
SEBI ICDR Regulations entered into by our Company with related parties for the nine months period ended December
31, 2025 and Fiscals 2025, 2024 and 2023, derived from our Restated Financial Information are as follows:
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83Nine months
period ended % of Revenue % of Revenue % of Revenue % of Revenue
Sr. Name of Fiscal 2025 Fiscal 2024 Fiscal 2023
Relationship December from from from from
No Related Party (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
31, 2025 Operations Operations Operations Operations
(in ₹ lakhs)
Rent
1. K anubhai Patel Managing 7.92 0.03 10.56 0.04 10.56 0.06 10.56 0.09
Director
2. Ka lpesh Chairman and 2.52 0.01 3.36 0.01 3.36 0.02 3.81 0.03
Dhanjibhai Patel Executive
Director
3. Va santkumar Whole Time 2.16 0.01 2.88 0.01 2.88 0.02 2.88 0.02
Narayanbhai Director
Patel
4. Pat el Kanubhai Managing 3.60 0.01 7.20 0.03 7.20 0.04 7.20 0.06
(HUF) Director is
Karta of HUF
5. Pat el Kalpesh Chairman and 3.60 0.01 7.20 0.03 7.20 0.04 7.20 0.06
Dhanjibhai Executive
(HUF) Director is
Karta of HUF
6. Pat el Whole Time 1.03 0.00 6.17 0.02 6.17 0.03 6.17 0.05
Vasantkumar Director is
(HUF) Karta of HUF
Labour Expense
1 Devnandan Entity in - - 81.99 0.29 41.85 0.23 88.36 0.73
Projects LLP which Key
Managerial
Personnels of
our Company
have
significant
influence
Sales Return
1 Devnandan Entity in - - - - - - 99.75 0.83
Renewable which Key
Energy Private Managerial
84Nine months
period ended % of Revenue % of Revenue % of Revenue % of Revenue
Sr. Name of Fiscal 2025 Fiscal 2024 Fiscal 2023
Relationship December from from from from
No Related Party (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
31, 2025 Operations Operations Operations Operations
(in ₹ lakhs)
Limited Personnels of
our Company
have
significant
influence
Loan taken
1 Kanubhai Patel Managing 83.91 0.31 65.00 0.23 70.00 0.38 16.50 0.14
Director
2 Kalpesh Chairman and - - 100.00 0.36 100.00 0.55 21.00 0.17
Dhanjibhai Patel Executive
Director
3 Vasantkumar Whole Time 36.00 0.13 20.00 0.07 42.86 0.23 - -
Narayanbhai Director
Patel
Loan Repaid
1 Kanubhai Patel Managing 83.91 0.31 65.57 0.23 70.00 0.38 16.50 0.14
Director
2 Kalpesh Chairman and - - 100.22 0.36 100.00 0.55 21.00 0.17
Dhanjibhai Patel Executive
Director
3 Vasantkumar Whole Time 36.00 0.13 20.19 0.07 42.86 0.23 - -
Narayanbhai Director
Patel
Remuneration to KMP
1 Kanubhai Patel Managing 143.96 0.52 195.00 0.70 180.00 0.98 180.00 1.50
Director
2 Kalpesh Chairman and 143.96 0.52 180.00 0.64 195.00 1.07 180.00 1.50
Dhanjibhai Patel Executive
Director
3 Vasantkumar Whole Time 123.43 0.45 154.29 0.55 167.14 0.91 154.29 1.28
Narayanbhai Director
85Nine months
period ended % of Revenue % of Revenue % of Revenue % of Revenue
Sr. Name of Fiscal 2025 Fiscal 2024 Fiscal 2023
Relationship December from from from from
No Related Party (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
31, 2025 Operations Operations Operations Operations
(in ₹ lakhs)
Patel
4 Hardikkumar Company 6.29 0.02 - - - - - -
Jitendrabhai Secretary and
Patel Compliance
Officer
5 Chetan Chief 5.01 0.02 - - - - - -
Bharatkumar Financial
Modi Officer
Remuneration to Relative of KMP
1 Nimaben Patel Whole Time 5.80 0.02 4.80 0.02 4.80 0.03 4.80 0.04
Director
(Vasantkumar
Narayanbhai
Patel Son's
Wife.)
2 Namrata K Patel Wife of 9.50 0.03 6.00 0.02 6.00 0.03 6.00 0.05
Director
(Kalpesh
Dhanjibhai
Patel)
3 Patel Sister of 5.89 0.02 6.04 0.02 5.18 0.03 5.21 0.04
Bhavikaben Director
Mahesh (Kalpesh
Dhanjibhai
Patel)
Director's sitting fees
1 Anand Mohan Independent 0.65 0.00 - - - - - -
Tiwari Director
2 Desai Alpesh Independent 0.65 0.00 - - - - - -
Dharamsinh Director
86Nine months
period ended % of Revenue % of Revenue % of Revenue % of Revenue
Sr. Name of Fiscal 2025 Fiscal 2024 Fiscal 2023
Relationship December from from from from
No Related Party (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
31, 2025 Operations Operations Operations Operations
(in ₹ lakhs)
3 Ishvarlal Independent 0.65 0.00 - - - - - -
Mafatlal Director
Bhavsar
4 Shikha Agarwal Independent 0.30 0.00 - - - - - -
Director
Issue of Bonus Equity Shares
1 Kanubhai Patel Managing 840.00 3.06 - - - - - -
Director
2 Kalpesh Chairman and 840.00 3.06 - - - - - -
Dhanjibhai Patel Executive
Director
3 Vasantkumar Whole Time 720.00 2.62 - - - - - -
Narayanbhai Director
Patel
Issue of Equity Shares
Hardikkumar Company 5.00 0.02 - - - - - -
Jitendrabhai Secretary and
Patel Compliance
Officer
Patel Sister of 5.00 0.02 - - - - - -
Bhavikaben Managing
Mahesh Director
(Kalpesh
Dhanjibhai
Patel)
Sale of Investment Property
1 Kanubhai Patel Managing 21.20 0.08 - - - - - -
Director
2 Kalpesh Chairman and 20.55 0.07 - - - - - -
Dhanjibhai Patel Executive
Director
87Nine months
period ended % of Revenue % of Revenue % of Revenue % of Revenue
Sr. Name of Fiscal 2025 Fiscal 2024 Fiscal 2023
Relationship December from from from from
No Related Party (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
31, 2025 Operations Operations Operations Operations
(in ₹ lakhs)
3 Vasantkumar Whole Time 20.55 0.07 - - - - - -
Narayanbhai Director
Patel
For details of the related party transactions, as per the requirements under Ind AS 24 ‘Related Party Disclosure’ and as reported in the Restated Financial Information, see “Restated
Financial Information – Note 30: Related Party Disclosures” on page 352.
88GENERAL INFORMATION
Registered and Corporate Office of our Company
The address of our Registered and Corporate Office is as follows:
Om Power Transmission Limited
703 to 706, 7th Floor, Fortune Business Hub,
Nr. Shell Petrol Pump, Science City Road, Sola,
Ahmedabad-380060, Gujarat, India.
For details of change in the registered office of our Company, see “History and Certain Corporate Matters –Changes in
the registered office” beginning on page 271.
Company Registration Number and Corporate Identity Number
The registration number and corporate identity number of our Company are as follows:
Corporate Identification Number: U45204GJ2011PLC066092
Company Registration Number: 066092
Address of Registrar of Companies
Our Company is registered with the RoC – Ahmedabad, which is situated at the following address:
ROC Bhavan,
Opp Rupal Park Society,
Behind Ankur Bus Stop,
Naranpura, Ahmedabad-380013,
Gujarat.
Board of Directors of our Company
As on the date of this Prospectus, our Board of Directors is as set out below:
Name of Director Designation DIN Address
A-127, Sentossa Greenland, Rakanpur,
Chairman and
Kalpesh Dhanjibhai Patel 03516312 Bhadaj Circle, Gandhinagar – 382721,
Executive Director
Gujarat, India.
31, Vatsalyam Shanti Avas Co. Op. Housing
Kanubhai Patel Managing Director 03522537 Society, Nandoli, Rancharada, Gandhinagar –
382115, Gujarat, India.
Vasantkumar Narayanbhai 218/A, Raj Bunglows, Rajnagari Society,
Whole Time Director 03516315
Patel Ambaji Road, Patan – 384265, Gujarat, India.
492, Sector-1, Gandhinagar, PO: Gandhinagar
Anand Mohan Tiwari Independent Director 02986260
- 382010, Gujarat, India
A-28, Bhagyoday Society Part-2, Janta Nagar
Road, B/H Water tank, Ahmedabad City, PO:
Desai Alpesh Dharamsinh Independent Director 08378543
Ghatlodia, Ahmedabad – 380061, Gujarat,
India.
B-502, Abhiyan Apartment, Near St. Xaviers
Ishvarlal Mafatlal Bhavsar Independent Director 03262038 School, Naranpura, Naranpur Vistar,
Ahmedabad – 380013, Gujarat, India.
B-901, Shilp Shaligram, Sarkari Vasahat
Road, Behind Ahmedabad One Mall,
Shikha Agarwal Independent Director 08635830
Vastrapur, Ahmedabad – 380052, Gujarat,
India.
For further details in relation to our Directors, see “Our Management” on page 278 of this Prospectus.
89Company Secretary and Compliance Officer
Hardikkumar Jitendrabhai Patel is the Company Secretary and Compliance Officer of our Company. His contact details
are as follows:
703 to 706, 7th Floor, Fortune Business Hub,
Nr. Shell Petrol Pump, Science City Road, Sola,
Ahmedabad - 380060, Gujarat, India.
Tel No.: +91-75748 80021
Email: cs@optl.in
Investor grievances
Bidders are advised to contact the Company Secretary and Compliance Officer and/or the Registrar to the Offer
in case of any pre-Offer or post- Offer related grievances such as non-receipt of letters of Allotment, non-credit of
Allotted Equity Shares in the respective beneficiary account, non-receipt of refund orders, non-receipt of funds
by electronic mode, etc. For all Offer -related queries and for redressal of complaints, Investors may also write to
the BRLM.
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(ies) with whom the Bid cum Application Form was submitted, giving
full details such as name of the sole or first bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN,
address of Bidder, number of Equity Shares applied for, ASBA Account number in which the amount equivalent to the
Bid Amount was blocked or the UPI ID (for UPI Bidders who make the payment of Bid Amount through the UPI
Mechanism), date of Bid cum Application Form and the name and address of the relevant Designated Intermediary(ies)
where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment Slip or the application number from
the Designated Intermediaries in addition to the documents or information mentioned hereinabove. All grievances
relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to the
Registrar to the 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
BRLM where the Anchor Investor Application Form was submitted by the Anchor Investor.
Book Running Lead Manager
Beeline Capital Advisors Private Limited
B 1311-1314, 13th Floor,
Shilp Corporate Park, Rajpath Rangoli Road,
Thaltej Ahmedabad, Bodakdev,
Ahmadabad, Gujarat-380054
Tel: +91 079 4918 5784
E-mail: mb@beelinemb.com
Website: www.beelinemb.com
Investor Grievance E-mail: ig@beelinemb.com
Contact Person: Nikhil Shah
SEBI Registration No.: INM000012917
Statement of Responsibilities
Beeline Capital Advisors Private Limited is the sole Book Running Lead Manager to the Offer and all the responsibilities
relating to co-ordination and other activities in relation to the Offer shall be performed by Beeline Capital Advisors
Private Limited and hence, a statement of inter-se allocation of responsibilities is not required.
90Legal Counsel to our Company
Messrs. Kanga and Company
Advocates & Solicitors
Readymoney Mansion
43, Veer Nariman Road
Fort, Mumbai – 400 001
Tel No: +91 22 6623 0000
Statutory Auditors to our Company
O.M.M.S & Associates,
Chartered Accountants
1115, Palak Prime,
Opp Hotel Double-tree by Hilton,
Iscon Ambli Road,
Ahmedabad- 380058
Tel No.: +91 7940390425
Email: chintan@ommsindia.co.in
Contact person: CA Chintan R Oza
Membership Number: 147132
Peer Review Number: 019576
Firm Registration Number: 135149W
Changes in statutory auditors
There has been no change in the statutory auditors of our Company during the three years immediately preceding the date
of this Prospectus.
Registrar to the Offer
Name: MUFG Intime India Private Limited (Formerly Link Intime India Private Limited)
Address: C-101, 1st Floor, 247 Park, Lal Bahadur Shastri Marg,
Vikhroli (West), Mumbai 400 083, Maharashtra, India
Tel: +91 8108114949
E-mail: ompower.ipo@in.mpms.mufg.com
Investor grievance e-mail: ompower.ipo@in.mpms.mufg.com
Contact person: Shanti Gopalkrishnan
Website: www.in.mpms.mufg.com
SEBI registration number: INR000004058
Bankers to our Company
Name: HDFC Bank Limited
Address: HDFC Bank House, Senapati Bapat Marg, Lower Parel, Mumbai-400013, India.
E-mail: Loansupport@hdfcbank.com
Website: www.hdfcbank.com
Contact Person: Saumik Parikh
Designated Intermediaries
Syndicate Members
Spread X Securities Private Limited
Shilp Corporate Park, B Block,
13th Floor, B-1309,
Near Rajpath Club, Rajpath Rangoli Road,
S. G. Highway, Ahmedabad – 380054,
Gujarat, India
Email id: info@spreadx.in
Tel: 079-69072020
Attention: Khushbu Nikhilkumar Shah
Bankers to the Offer:
91Public Offer Account Bank/ Sponsor Bank 1
HDFC Bank Limited
HDFC Bank Limited,
FIG-OPS Department – Lodha, I Think Techno Campus,
O-3 Level, Next to Kanjurmarg Railway Station,
Kanjurmarg (East), Mumbai – 400042
Telephone: +91 22 30752929/+91 22 30752928/+91 22 30752914
E-mail: eric.bacha@hdfc.bank.in/siddharth.jadhav@hdfc.bank.in/
sachin.gawade@hdfc.bank.in/pravin.teli2@hdfc. bank.in/t
ushar.gavankar@hdfc.bank.in/btiops@hdfc.bank.in
Website: https://www.hdfc.bank.in
Contact Person: Eric Bacha/Sachin Gawade/Pravin Teli/
Siddharth Jadhav/Tushar Gavankar
Escrow Collection Bank/ Refund Bank/Sponsor Bank 2
Yes Bank Limited
Yes Bank House, Off Western Express Highway,
Santacruz (West),
Mumbai – 400055
Telephone: 0124-6579267
E-mail: dlbtiservices@yesbank.in
Website: www.yesbank.in
Contact Person: Mr. Arvinder Singh
Self Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be prescribed by
SEBI from time to time. A list of the Designated Branches of the SCSBs with which an ASBA Bidder (other than UPI
Bidders using the UPI Mechanism), not bidding through Syndicate/ Sub Syndicate or through a Registered Broker, RTA
or CDP may submit the Bid cum Application Forms, is available at
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. Further, the branches of the SCSBs where the Designated Intermediaries
could submit the ASBA Form(s) of Bidders (other than RIIs) is provided on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35 which may be updated from
time to time or at such other website as may be prescribed by SEBI from time to time.
SCSBs eligible as issuer Banks for UPI and mobile applications enabled for UPI Mechanism
In accordance with SEBI circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, and SEBI ICDR Master
Circular read with other applicable UPI Circulars, UPI Bidders using the UPI Mechanism may only apply through the
SCSBs and mobile applications whose names appear on the website of the SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 and
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 respectively and updated from
time to time.
Syndicate Self-Certified Syndicate Banks Branches
In relation to Bids (other than Bids by Anchor Investors and RIIs) submitted under the ASBA process to a
member of the Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs
to receive deposits of Bid cum Application Forms from the members of the Syndicate is available on the
website of the SEBI (www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and
updated from time to time or any such other website as may be prescribed by SEBI from time to time. For more
information on such branches collecting Bid cum Application Forms from the Syndicate at Specified Locations, see the
website of the SEBI http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes as updated from time
to time.
Registered Brokers
Bidders can submit ASBA Forms in the Offer using the stockbroker network of the Stock Exchanges, i.e., through the
Registered Brokers at the Broker Centres. The list of the Registered Brokers eligible to accept ASBA Forms, including
92details such as postal address, telephone number and e-mail address, is provided on the websites of the Stock Exchanges
at www.bseindia.com and www.nseindia.com, as updated from time to time.
Collecting Registrar and Share Transfer Agents (RTAs)
In terms of SEBI circular no. CIR/CFD/ POLICYCELL/11/2015 dated November 10, 2015, Bidders can submit Bid cum
Application Forms through Collecting RTAs who are registrars and transfer agents registered with SEBI and have
furnished their details to Stock Exchanges for acting in such capacity.
The list of the RTAs eligible to accept ASBA Forms at the Designated RTA Locations, including details such as address,
telephone number and e-mail address, is provided on the websites of the Stock Exchanges at
https://www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx and
https://www.nseindia.com/products/consent/equities/ipos/asba-procedures.htm, respectively as updated from time to
time and on the website of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=10,
as updated from time to time.
Collecting Depository Participants (CDPs)
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as their
name and contact details, is provided on the websites of the Stock Exchanges at
www.bseindia.com/Static/Markets/PublicIssues/RtaDp.aspx? and
www.nseindia.com/products/content/equities/ipos/asba_procedures.htm, respectively, as updated from time to time.
Credit Rating
As this is an Offer consisting only of Equity Shares, there is no requirement to obtain credit rating for the Offer.
Green Shoe Option
No green shoe option is contemplated under this Offer.
Debenture Trustee
As this is an Offer consisting of Equity Shares, the appointment of a debenture trustee is not required for the Offer.
Grading of the Offer
No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Offer.
Experts
Except as stated below, our Company has not obtained any expert opinions:
Our Company has received written consent dated April 04, 2026, from our Statutory Auditors, O.M.M.S & Associates,
Chartered Accountants, who hold a valid peer review certificate dated February 11, 2025, to include their name as
required under Section 26(5) of the Companies Act, 2013 in this Prospectus and as an “expert” as defined under Section
2(38) of the Companies Act, 2013 in respect of (i) the examination report dated February 20, 2026 on the Restated
Financial Information and (ii) the statement of possible tax benefits dated April 04, 2026, included in this Prospectus and
such consents have 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 April 04, 2026, from Mittal V Kothari & Associates, Company
Secretaries represented by Ms. Mittal V Kothari (having membership number A46731), the practicing company
secretary, holding a valid certificate of practice from Institute of Company Secretaries of India, to include their name
as an “expert” as defined under Section 2(38) of the Companies Act, to the extent and in their capacity as a practicing
company secretary, and in respect of certain certificates issued by them 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 U.S.
Securities Act.
Trustees
As this is an Offer consisting of Equity Shares, the appointment of trustees is not required.
93Monitoring Agency
Our Company has in compliance with Regulation 41 of the SEBI ICDR Regulations, appointed Crisil Ratings Limited
as the Monitoring Agency for monitoring the utilisation of the Gross Proceeds. The details are as follows:
Crisil Ratings Limited
Lightbridge IT Park,
Saki Vihar Road,
Andheri East. Mumbai- 400 072,
Telephone Number: +91 22 6137 3000
E-mail: crisilratingdesk@crisil.com
Website: www.crisil.com/ratings
Contact Person: Shounak Chakravarty
SEBI Registration Number: IN/CRA/001/1999
Appraising Agency
None of the objects of the Offer for which the Net Proceeds will be utilized have been appraised by any agency.
Accordingly, no appraising entity has been appointed in relation to the Offer.
Filing of the Draft Red Herring Prospectus
A copy of the Draft Red Herring Prospectus has been filed electronically with SEBI through the SEBI intermediary portal
at https://siportal.sebi.gov.in, in accordance with SEBI ICDR Master Circular and as specified in Regulation 25(8) of
SEBI ICDR Regulations and pursuant to the SEBI ICDR Master Circular and has been emailed at cfddil@sebi.gov.in, in
accordance with the instructions issued by the SEBI on March 27, 2020, in relation to “Easing of Operational Procedure
– Division of Issues and Listing – CFD”. Further, a physical copy of the Draft Red Herring Prospectus has been filed at:
Securities and Exchange Board of India
Corporation Finance Department
Division of Issues and Listing
Plot No.C4-A, 'G' Block
Bandra-Kurla Complex, Bandra (East),
Mumbai - 400051, Maharashtra
Filing of theRed Herring Prospectus and this Prospectus
A copy of the Red Herring Prospectus, along with the material contracts and documents required to be filed, under Section
32 of the Companies Act, has been filed with the RoC at its office and a copy of this Prospectus required to be filed under
Section 26 of the Companies Act, has been filed with the RoC at its office and through the electronic portal at
https://www.mca.gov.in/content/mca/global/en/foportal/fologin.html. For details of the address of the RoC, see “-
Address of Registrar of Companies” on page 89.
Book Building Process
The book building, in context of the Offer, refers to the process of collection of Bids on the basis of the Red Herring
Prospectus and the Bid cum Application Forms and the Revision Forms within the Price Band, which was decided by
our Company, in consultation with the BRLM, and advertised in all editions of Financial Express (a widely circulated
English national daily newspaper), all editions of Jansatta, a widely circulated Hindi national daily newspaper and the
Gujarati edition of Financial Express, a widely circulated Gujarati daily newspaper (Gujarati being the regional language of
Gujarat, where the Registered and Corporate Office is located), at least 2 (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.
The Offer Price was determined by our Company, in consultation with the BRLM, after the Bid/ Offer Closing Date. For
details, see “Offer Procedure” beginning on page 445 of this Prospectus.
All Bidders (other than Anchor Investors) could participate in this Offer only through the ASBA process by providing
details of their respective ASBA Account in which the corresponding Bid Amount could be blocked by SCSBs. In
addition to this, the UPI Bidders could have participated through the ASBA process by either (a) providing the details of
their respective ASBA Account in which the corresponding Bid Amount was blocked by the SCSBs; or (b) through the
UPI Mechanism. Anchor Investors were not permitted to participate in the Offer through the ASBA process.
In accordance with the SEBI ICDR Regulations, QIBs and Non-Institutional Investors were not permitted 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
94Individual Investors could revise their Bids during the Bid/ Offer Period and withdraw their Bids until the Bid/ Offer
Closing Date. Further, Anchor Investors cannot withdraw their Bids after the Anchor Investor Bidding Date. Allocation
to QIBs (other than Anchor Investors) was on a proportionate basis while allocation to Anchor Investors was on a
discretionary basis. For further details on the Book Building Process and the method and process of Bidding, see “Terms
of the Offer”, “Offer Procedure” and “Offer Structure” on pages 434, 445 and 441, respectively.
The Book Building Process is in accordance with guidelines, rules and regulations prescribed by SEBI and is subject to
change. Bidders were advised to make their own judgment about an investment through this process prior to submitting
a Bid in the Offer. Each Bidder by submitting a Bid in the Offer, was deemed to have acknowledged the above restrictions
and the terms of the Offer.
Investors should note the Offer is also subject to obtaining final listing and trading approvals of the Stock Exchanges,
which our Company shall apply for after Allotment within three Working Days of the Bid/ Offer Closing Date or such
other time as prescribed under applicable law.
For an illustration of the Book Building Process, price discovery process and allocation, see “Offer Procedure” on page
445.
Underwriting Agreement
After the determination of the Offer Price and allocation of Equity Shares, but prior to the filing of the Prospectus with
the RoC, our Company has entered into an Underwriting Agreement with the Underwriters for the Equity Shares proposed
to be offered through this Offer. Pursuant to the terms of the Underwriting Agreement, the obligations of the Underwriters
will be several and will be subject to certain conditions specified therein. The Underwriting Agreement is dated April 14,
2026.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares:
(The extent of underwriting obligations and the Bids to be underwritten in the Offer shall be as per the Underwriting
Agreement.)
Indicative Number of
Name, address, telephone number and e-mail Amount Underwritten
Equity Shares to be
address of the Underwriters (in ₹ lakhs)
Underwritten
Beeline Capital Advisors Private Limited 85,74,900 15,006.07
B 1311-1314, 13th Floor,
Shilp Corporate Park, Rajpath Rangoli Road,
Thaltej Ahmedabad, Bodakdev,
Ahmadabad, Gujarat-380054
Tel: +91 079 4918 5784
E-mail: mb@beelinemb.com
Spread X Securities Private Limited 100 0.18
Shilp Corporate Park, B Block,
13th Floor, B-1309,
Near Rajpath Club, Rajpath Rangoli Road,
S. G. Highway, Ahmedabad – 380054,
Gujarat, India
Tel: 079-69072020
Email id: info@spreadx.in
The above- mentioned underwriting commitment is indicative and will be finalized after determination of the Offer Price
and actual allocation subject to the provisions of Regulation 40(3) of the SEBI ICDR Regulations.
In the opinion of our Board (based on a certificate given by the Underwriters), the resources of the abovementioned
Underwriters are sufficient to enable them to discharge their respective underwriting obligations in full. The Underwriters
are registered with SEBI under Section 12 (1) of the SEBI Act or registered as merchant bankers with SEBI or as brokers
with the Stock Exchanges. Our Board of Directors, at its meeting held on April 14, 2026, approved the acceptance and
entering into the Underwriting Agreement mentioned above on behalf of our Company.
Notwithstanding the table above, the BRLM and the Syndicate Members are responsible for ensuring payment with
respect to the Equity Shares allocated to the Bidders procured by them in accordance with the Underwriting Agreement.
Subject to the applicable laws and pursuant to the terms of the Underwriting Agreement, the BRLM will be responsible
95for bringing in the amount devolved in the event that the Syndicate Members do not fulfil their underwriting obligations.
96CAPITAL STRUCTURE
The share capital of our Company, as on the date of this Prospectus is set forth below:
(In ₹, except share data)
Aggregate Value Aggregate Value
Particulars
at Face value at Offer Price*
A. AUTHORISED SHARE CAPITAL (1)
3,60,00,000 Equity Shares of face value of ₹ 10/- each 36,00,00,000.00 -
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL
BEFORE THE OFFER
2,66,70,000 Equity Shares of face value of ₹ 10/- each 26,67,00,000.00 -
C. PRESENT OFFER IN TERMS OF THIS PROSPECTUS
Offer of 85,75,000* Equity Shares of face value of ₹ 10 each aggregating 8,57,50,000.00 1,50,06,25,000.00
to ₹ 15,006.25* lakhs (2)(3)
of which:
Fresh Issue of 75,75,000* Equity Shares of face value of ₹ 10 each 7,57,50,000.00 1,32,56,25,000.00
aggregating to ₹ 13,256.25* lakhs (2)
Offer for Sale of 10,00,000* Equity Shares of face value of ₹ 10 each 1,00,00,000.00 17,50,00,000.00
aggregating to ₹ 1,750.00* lakhs (2)(3)
D. ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE
CAPITAL AFTER THE OFFER
3,42,45,000 Equity Shares of face value of ₹ 10/- each* 34,24,50,000.00 -
E. SECURITIES PREMIUM ACCOUNT
Before the Offer (as on the date of this Prospectus) 21,68,47,459.00
After the Offer* 1,46,67,22,459.00
* Subject to finalisation of Basis of Allotment.
(1) For details in relation to the changes in the authorised share capital of our Company in the last ten years, see “History and Certain
Corporate Matters – Amendments to the Memorandum of Association” on page 271.
(2) Our Board has authorised the Offer, pursuant to their resolution dated September 16, 2025. Our Shareholders have authorised the
Offer pursuant to their special resolution dated September 17, 2025. Further, our Board has taken on record the consent for the Offer
for Sale by the Promoter Selling Shareholders pursuant to its resolution dated September 16, 2025.
(3) Each of the Promoter Selling Shareholders have specifically confirmed that their respective portion of the Equity Shares being
offered for sale have been held by them for a period of at least one year prior to the filing of the Draft Red Herring Prospectus with
SEBI in accordance with Regulation 8 of the SEBI ICDR Regulations or are otherwise eligible for being offered for sale in the Offer
in accordance with the provisions of the SEBI ICDR Regulations. For details on the authorization and consent of the Promoter Selling
Shareholders in relation to the Offer for Sale, see “The Offer” and “Other Regulatory and Statutory Disclosures – Authority for the
Offer” on pages 74 and 422, respectively.
Notes to Capital Structure
1. Share Capital history of our Company
(a) Equity Share capital history of our Company
The following table sets forth the history of the Equity Share Capital of our Company:
Name of allottees Cumulative
Number of Cumulative
Reason/ along with the paid-up Face value Issue / price Nature of
Date of Equity number of
nature of number of Equity Equity per Equity per Equity considera
allotment Shares Equity
allotment Shares allotted to Share Share (₹) Share (₹) tion
allotted Shares
each allottee capital (₹)
June 29, 2011 Initial 3,500 Equity 10,000 10,000 1,00,000 10 10 Cash
subscription Shares allotted to
to MoA Kanubhai Patel,
3,500 Equity
97Name of allottees Cumulative
Number of Cumulative
Reason/ along with the paid-up Face value Issue / price Nature of
Date of Equity number of
nature of number of Equity Equity per Equity per Equity considera
allotment Shares Equity
allotment Shares allotted to Share Share (₹) Share (₹) tion
allotted Shares
each allottee capital (₹)
Shares allotted to
Kalpesh Dhanjibhai
Patel, and 3,000
Equity Shares
allotted to
Vasantkumar
Narayanbhai Patel
February 01, Conversion 2,06,500 Equity 5,90,000 6,00,000 60,00,000 10 10 Other
2012 of Shares allotted to than Cash
unsecured Kanubhai Patel,
loan into 2,06,500 Equity
Equity Shares allotted to
Shares Kalpesh Dhanjibhai
Patel, and 1,77,000
Equity Shares
allotted to
Vasantkumar
Narayanbhai Patel
July 25, 2025 Bonus Issue 84,00,000 Equity 2,40,00,000 2,46,00,000 24,60,00,000 10 - N. A
in the ratio Shares allotted to
of 40 Equity Kanubhai Patel,
Share for 84,00,000 Equity
every 1 Shares allotted to
Equity Kalpesh Dhanjibhai
share held Patel, and
(1) 72,00,000 Equity
Shares allotted to
Vasantkumar
Narayanbhai Patel
September 06, Private 8,621 Equity 20,70,000 2,66,70,000 2,66,70,000 10 116 Cash
2025 Placement Shares allotted to
Bipinkumar
Govindlal Patel,
8,621 Equity
Shares allotted to
Arvindkumar
Ambalal Patel,
4,310 Equity
Shares allotted to
Hardikkumar
Jitendrabhai Patel,
4,310 Equity
Shares allotted to
Patel Bhavikaben
Mahesh, 4,310
Equity Shares
allotted to
Mayurkumar
Pravinkumar Patel,
4,310 Equity
Shares allotted to
Valand Maulik
Dhirajbhai, 4,310
Equity Shares
allotted to Valay
Narendrakumar
Upadhyay, 3,879
Equity Shares
allotted to
Ankurkumar
Shaileshbhai Patel,
3,448 Equity
Shares allotted to
98Name of allottees Cumulative
Number of Cumulative
Reason/ along with the paid-up Face value Issue / price Nature of
Date of Equity number of
nature of number of Equity Equity per Equity per Equity considera
allotment Shares Equity
allotment Shares allotted to Share Share (₹) Share (₹) tion
allotted Shares
each allottee capital (₹)
Jayesh Rameshbhai
Patel, 3,448 Equity
Shares allotted to
Pratik
Nareshkumar
Prajapati, 3,448
Equity Shares
allotted to
Divyeshkumar
Kiranbhai Patel,
3,448 Equity
Shares allotted to
Kirankumar
Kantibhai Patel,
3,017 Equity
Shares allotted to
Rajeshkumar
Dhulabhai Patel,
2,586 Equity
Shares allotted to
Ketankumar
Narandas Prajapati,
2,586 Equity
Shares allotted to
Harmilkumar
Mukeshbhai Patel,
2,586 Equity
Shares allotted to
Hardik Vinodbhai
Patel,
2,586 Equity
Shares allotted to
Amitbhai
Jayantibhai
Solanki, 2,155
Equity Shares
allotted to
Vikaskumar
Mahendrabhai
Saini, 2,155 Equity
Shares allotted to
Patel Smit
Jagdishbhai,
1,724 Equity
Shares allotted to
Patel Mihirkumar,
1,724 Equity
Shares allotted to
Jindal Pinakinbhai
Suthar,
1,724 Equity
Shares allotted to
Bharatiben D
Verulkar, 1,293
Equity Shares
allotted to
Bhupendrakumar
M Zala, 862 Equity
Shares allotted to
Sanjay Ambalal
Patel,
862 Equity Shares
allotted to Vipul
Baldevbhai Desai,
99Name of allottees Cumulative
Number of Cumulative
Reason/ along with the paid-up Face value Issue / price Nature of
Date of Equity number of
nature of number of Equity Equity per Equity per Equity considera
allotment Shares Equity
allotment Shares allotted to Share Share (₹) Share (₹) tion
allotted Shares
each allottee capital (₹)
4,310 Equity
Shares allotted to
Sunil Laljibhai
Desai,
21,552 Equity
Shares allotted to
Mehulkumar J
Gajjar, 21,552
Equity Shares
allotted to Dhruv
Desai,
21,552 Equity
Shares allotted to
Jay Mukeshkumar
Patel, 43,120
Equity Shares
allotted to
Akilandeswari
Selvamurthy,
43,200 Equity
Shares allotted to
Shah Amee D,
21,555 Equity
Shares allotted to
Atul Bhimji Gohil,
43,200 Equity
Shares allotted to
Shah Deven M,
86,300 Equity
Shares allotted to
Faruk Patel,
86,250 Equity
Shares allotted to
Gitaben Nitinbhai
Patel, 21,555
Equity Shares
allotted to Jayesh B
Bhansali,
2,15,520 Equity
Shares allotted to
Jital Mukeshbhai
Shah, 64,660
Equity Shares
allotted to
Kantadevi
Khatuwala, 86,250
Equity Shares
allotted to
Khandwala
Finstock Private
Limited, 21,555
Equity Shares
allotted to Kishor
Gyanchand
Gandhi, 86,440
Equity Shares
allotted to Komalay
Investrade Private
Limited,
8,621 Equity
Shares allotted to
Madan Gopal
Aggarwal and Sons
HUF,
100Name of allottees Cumulative
Number of Cumulative
Reason/ along with the paid-up Face value Issue / price Nature of
Date of Equity number of
nature of number of Equity Equity per Equity per Equity considera
allotment Shares Equity
allotment Shares allotted to Share Share (₹) Share (₹) tion
allotted Shares
each allottee capital (₹)
1,07,770 Equity
Shares allotted to
Malay Rohitkumar
Bhow, 21,555
Equity Shares
allotted to Nikhil
Tyagi,
2,15,520 Equity
Shares allotted to
Shah Nirupamaben
Mukeshkumar,
34,060 Equity
Shares allotted to
Raxita Abhishek
Agrawal, 21,555
Equity Shares
allotted to
Shyamsunder
Basudeo Agarwal,
43,130 Equity
Shares allotted to
Sunrise Wealth
Advisors LLP,
21,555 Equity
Shares allotted to
Usha Shubhkaran
Sanghi, 43,200
Equity Shares
allotted to Vbcube
Ventures Fund,
86,250 Equity
Shares allotted to
Ashish
Rikhavchand Shah,
1,72,450 Equity
Shares allotted to
Girdhari Thakurdas
Jaisinghani,
1,07,770 Equity
Shares allotted to
Komal Projects
LLP, 43,220 Equity
Shares allotted to
Komal Ankit
Agrawal, and
1,72,450 Equity
Shares allotted to
Reina R
Jaisinghani.
(1) The bonus issue was in the ratio of 40 (forty) Equity Share for every 1(one) Equity Share held by the Shareholders, authorized by a
resolution passed by the Shareholders at the EGM held on July 24, 2025 with the record date as July 18, 2025, in the manner set out
above. While the bonus issue was approved by the Shareholders on July 24, 2025, the Equity Shares pursuant to the bonus issue were
allotted to the shareholders on July 25, 2025.
Our Company has made the abovementioned issuances and allotments of Equity Shares from the date of incorporation
of our Company till the date of filing of this Prospectus in compliance with the relevant provisions of the Companies Act,
2013, to the extent applicable.
(b) Preference Share capital history of our Company
Our Company does not have any issued or outstanding preference share capital as on the date of this Prospectus.
1012. Shares issued for consideration other than cash or out of revaluation reserves
Our Company has not issued any Equity Shares out of revaluation reserves since its incorporation. Further, except as
disclosed below, our Company has not issued any Equity Shares for consideration other than cash or as a bonus issue:
No. of Face Issue
Reason/Nat
Date of equity Details of allottee and value per price per Benefits accrued
ure of
allotment shares equity shares allotted equity equity to our Company
allotment
allotted share (₹) share (₹)
February 01, 5,90,000 2,06,500 Equity Shares 10 10 Conversion Conversion of
2012 allotted to Kanubhai Patel, of unsecured unsecured loan of ₹
2,06,500 Equity Shares loan into 59.00 lakhs taken
allotted to Kalpesh Equity by our Company
Dhanjibhai Patel, and Shares from our Promoters
1,77,000 Equity Shares Kanubhai Patel,
allotted to Vasantkumar Kalpesh
Narayanbhai Patel Dhanjibhai Patel
and Vasantkumar
Narayanbhai Patel
to meet business
requirements.
July 25, 2,40,00,000 84,00,000 Equity Shares 10 - Bonus issue N. A.
2025 allotted to Kanubhai Patel, in the ratio of
84,00,000 Equity Shares 40 Equity
allotted to Kalpesh Share for
Dhanjibhai Patel, and every 1
72,00,000 Equity Shares Equity share
allotted to Vasantkumar held (1)
Narayanbhai Patel
(1) The bonus issue was in the ratio of 40 (forty) Equity Share for every 1(one) Equity Share held by the Shareholders, authorized by a
resolution passed by the Shareholders at the EGM held on July 24, 2025 with the record date as July 18, 2025, in the manner set
out above. While the bonus issue was approved by the Shareholders on July 24, 2025, the Equity Shares pursuant to the bonus issue
were allotted to the shareholders on July 25, 2025.
3. Issue of Equity Shares at a price lower than the Offer Price in the last year
The Offer Price was determined by our Company, in consultation with the BRLM, after the Bid / Offer Closing Date.
Except as disclosed above in “- Equity Share capital history of our Company” on page 97, our Company has not issued
any Equity Shares at a price which is lower than the Offer Price, during a period of one year preceding the date of this
Prospectus.
4. Allotment of Equity Shares pursuant to schemes of arrangement
Our Company has not allotted any Equity Shares in terms of any scheme approved under Sections 391 to 394 of the
Companies Act 1956 or Sections 230 to 234 of the Companies Act, 2013.
5. Issue of equity shares under employee stock option schemes
As on the date of this Prospectus, our Company does not have any employee stock options scheme or any employee stock
option plan or any stock appreciation rights scheme.
6. Details of shareholding of our Promoters and members of the Promoter Group
i) Equity shareholding of the Promoters
As on the date of this Prospectus, our Promoters collectively hold 2,46,00,000 Equity Shares of face value ₹10/-
each, equivalent to 92.24% of the issued, subscribed and paid-up pre-Offer Equity Share capital of our Company.
ii) Build-up of the shareholding of our Promoters in our Company
102The details regarding the shareholding of our Promoters since incorporation of our Company are set forth in the
table below:
Percentage
Nature Issue price/ Percentage
Date of Number of Face value of the pre-
Nature of of transfer price of the post-
allotment/ equity per equity Offer share
transaction consider per equity Offer share
transfer shares share (₹) capital (%)
ation share (₹) capital* (%)
**
Kanubhai Patel
June 29, Initial 3,500 Cash 10 10 0.01 0.01
2011 subscription to
MoA
February 01, Conversion of 2,06,500 Other 10 10 0.77 0.60
2012 unsecured loan to than cash
equity
July 25, 2025 Bonus issue (1) 84,00,000 N.A. 10 - 31.50 24.53
Total (A) 86,10,000 32.28 25.14
Kalpesh Dhanjibhai Patel
June 29, Initial 3,500 Cash 10 10 0.01 0.01
2011 subscription to
MoA
February 01, Conversion of 2,06,500 Other 10 10 0.77 0.60
2012 unsecured loan to than cash
equity
July 25, 2025 Bonus issue (1) 84,00,000 N.A. 10 - 31.50 24.53
Total (B) 86,10,000 32.28 25.14
Vasantkumar Narayanbhai Patel
June 29, Initial 3,000 Cash 10 10 0.01 0.01
2011 subscription to
MoA
February 01, Conversion of 1,77,000 Other 10 10 0.66 0.52
2012 unsecured loan to than cash
equity
July 25, 2025 Bonus issue (1) 72,00,000 N.A. 10 - 27.00 21.02
Total (C) 73,80,000 27.67 21.55
Total (A+B+C) 2,46,00,000 92.24 71.83
*Subject to finalization of Basis of Allotment.
** Rounded of in nearest integer
(1) The bonus issue was in the ratio of 40 (Forty) Equity Share for every 1(one) Equity Share held by the Shareholders, authorized by
a resolution passed by the Shareholders at the EGM held on July 24, 2025 with the record date as July 18, 2025, in the manner set
out above. While the bonus issue was approved by the Shareholders on July 24, 2025, the Equity Shares pursuant to the bonus issue
were allotted to the shareholders on July 25, 2025.
a) All the Equity Shares held by our Promoters were fully paid-up on the respective dates of acquisition of such Equity
Shares.
b) All Equity Shares held by our Promoters and Promoter Group are in dematerialized form as on the date of this
Prospectus.
c) None of the Equity Shares held by our Promoters and Promoter Group are pledged as on date of this Prospectus.
d) Details of minimum Promoters’ contribution and lock-in
Pursuant to Regulations 14 and 16 of the SEBI ICDR Regulations, an aggregate of 20% of the fully diluted post-Offer
Equity Share capital of our Company held by our Promoters, shall be considered as minimum Promoters’ contribution
and locked-in for a period of 18 months from the date of Allotment or any other period as may be prescribed under
applicable law (“Minimum Promoters’ Contribution”) and the shareholding of our Promoters in excess of 20% shall
be locked in for a period of 6 months from the date of Allotment. Our Promoters have given consent to include such
103number of Equity Shares held by them, in aggregate, as may constitute 20% of the fully diluted post-Offer Equity Share
capital of our Company as the Minimum Promoters’ Contribution. Our Promoters have agreed not to sell, transfer, charge,
pledge or otherwise encumber in any manner, the Minimum Promoters’ Contribution from the date of filing of 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.
Details of the Equity Shares held by our Promoters, which will be locked-in as Minimum Promoters’ Contribution are
set forth in the table below:
Date up
Date of
to which
allotment/ Offer/
% of the the
Number Number transfer of Face Acquisiti % of the
Nature of post- Equity
Name of of Equity of Equity Equity value per on price pre-Offer
transacti Offer Shares
Promoter Shares Shares Shares Equity per paid-up
on paid-up are
held locked-in and when Share (₹) Equity capital
capital** subject
made fully Share (₹)
to lock-
paid-up*
in
Kanubhai July 25, Bonus October
86,10,000 23,98,350 10 - 8.99 7.00
Patel 2025 issue 16, 2027
Kalpesh
July 25, Bonus October
Dhanjibha 86,10,000 23,98,350 10 - 8.99 7.00
2025 issue 16, 2027
i Patel
Vasantku
mar July 25, Bonus October
73,80,000 20,55,730 10 - 7.71 6.00
Narayanb 2025 issue 16, 2027
hai Patel
Grand Total 68,52,430 - 25.69 20.00 -
* All the Equity Shares were fully paid-up on the respective dates of allotment or acquisition, as the case may be, of such Equity
Shares.
** Subject to finalisation of Basis of Allotment.
Our Company undertakes that the Equity Shares that are being locked-in are not and will not be ineligible for computation
of Minimum Promoters’ Contribution in terms of Regulation 15 of the SEBI ICDR Regulations. In this connection, we
confirm the following:
(i) The Equity Shares offered for Minimum Promoters’ Contribution do not include Equity Shares acquired in the three
immediately preceding years (a) for consideration other than cash, and revaluation of assets or capitalisation of
intangible assets; or (b) have resulted from bonus issue by utilization of revaluation reserves or unrealised profits
of our Company or bonus issue against Equity Shares, which are otherwise ineligible for computation of Minimum
Promoters’ Contribution;
(ii) The Minimum Promoters’ Contribution does not include any Equity Shares acquired during the immediately
preceding one year at a price lower than the price at which the Equity Shares are being offered to the public in the
Offer;
(iii) Our Company has not been formed by the conversion of one or more partnership firms or of a limited liability
partnership firm into a company;
(iv) The Equity Shares forming part of the Minimum Promoters’ Contribution are not subject to any pledge or
encumbrance; and
(v) All the Equity Shares held by the Promoters are held in dematerialised form.
(d) Other Lock-in requirements
(i) In terms of Regulation 17(1) of the SEBI ICDR Regulations, the entire pre-Offer Equity Share capital of our
Company (other than the Minimum Promoters’ Contribution and Equity Shares held by our Promoters in excess
of Minimum Promoters Contribution which shall be locked in as prescribed in “- Details of minimum Promoters’
contribution and lock-in” on page 103), shall, unless otherwise permitted under the SEBI ICDR Regulations, be
locked-in for a period of six months from the date of Allotment as required under the SEBI ICDR
104Regulations In the event where lock-in of such pre-Offer Equity Share capital of our Company cannot be created,
the relevant Depositories, upon instructions from our Company, shall record such Equity Shares as ‘non-
transferable’ for such duration of six months from the date of Allotment in the Offer, in accordance with Regulation
17(2) of the SEBI ICDR Regulations. However, the above lock-in of Equity Shares shall not be applicable to (i) the
Minimum Promoters’ Contribution which shall be locked-in as specified in “-Details of minimum Promoters’
contribution and lock-in” on page 103 above; (ii) the Equity Shares offered pursuant to the Offer for Sale; (iii) the
Equity Shares held by Shareholders who are VCFs, Category I AIFs, Category II AIFs or FVCIs, subject to the
conditions set out in Regulation 17(1) of the SEBI ICDR Regulations, provided that such Equity Shares will be
locked-in for a period of at least six months from the date of purchase by such VCFs or Category I AIFs or Category
II AIFs or FVCI Shareholders respectively. Further, any unsubscribed portion of the Equity Shares forming part of
the Offer for Sale will also be locked in, as required under the SEBI ICDR Regulations. As required under
Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the Equity Shares locked-
in are recorded by the relevant Depository.
(ii) In terms of Regulation 21 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters, which are
locked-in as per Regulation 16 of the SEBI ICDR Regulations, may be pledged only with scheduled commercial
banks, public financial institutions, NBFC-SIs or housing finance companies as collateral security for loans granted
by such entities, provided that such loans have been granted for the purpose of financing one or more of the objects
of the Offer and pledge of the Equity Shares is a term of sanction of such loans. However, the relevant lock-in period
shall continue post the invocation of the pledge referenced above, and the relevant transferee shall not be eligible
to transfer the Equity Shares till the relevant lock-in period has expired in terms of the SEBI ICDR Regulations
(iii) In terms of Regulation 22 of the SEBI ICDR Regulations, the Equity Shares held by our Promoters, which are
locked-in may be transferred to and amongst the members of the Promoter Group including other Promoters
or to any new promoter, and Equity Shares held by person other than the Promoter and which are locked-in may
be transferred to any other person holding equity shares which are locked in along with the securities proposed to
be transferred subject to continuation of the lock-in in the hands of the transferees for the remaining period
and compliance with the SEBI Takeover Regulations, as applicable and such transferee shall not be eligible to
transfer them till the lock-in period stipulated in SEBI ICDR Regulations has expired.
(iv) 50% of the Equity Shares allotted to Anchor Investors under the Anchor Investor Portion shall be locked-in for a
period 90 days from the date of Allotment and the remaining 50% shall be locked-in for a period of 30 days from
the date of Allotment.
iii) Build-up of the shareholding of the members of our Promoter Group in our Company
As on the date of this Prospectus, one of member of our Promoter Group, namely, Bhavikaben Mahesh Patel hold
4,310 Equity Shares equivalent to 0.02% of the issued, subscribed, and paid-up pre-Offer Equity Share capital of
our Company.
The details regarding the build-up of the Equity shareholding of members of our Promoter Group in our Company
is set forth in the table below:
Issue price/
Nature Percentage Percentage
Date of Number of Face value transfer price
Nature of of of the pre- of the post-
allotment/ equity per equity per equity
transaction consider Offer share Offer share
transfer shares share (₹) share (₹)
ation capital (%) capital (%)*
Patel Bhavikaben Mahesh
September Private 4,310 Cash 10 116 0.02 0.01
06, 2025 Placement
Total 4,310 0.02 0.01
*Subject to finalization of Basis of Allotment.
7. Shareholding pattern of our Company
Set forth below is the shareholding pattern of our Company as on the date of this Prospectus:
[remainder of the page has been intentionally left blank]
105Sharehol
Shareho
No. of ding, as
lding as No. of
Number of voting rights held in each class shares a %
a % equity
of securities (IX) underl assumin
total Total number shares
ying g full No. of shares Non-Disposal Other
No. of No. of No. of locked of shares held in
outsta conversi pledged Undertaking encumbrances,
No. of shares shares in shares (XIII) encumbered demater
No. of fully nding Total on of (XIV) (XV) if any (XVI)
Category No. of partly underl Total nos. (calcula No. of voting Rights (XVII) ialised
Cate paid up conver number of converti
of Share paid- up ying shares held ted as form
gory equity tible shares on a ble
Sharehold holder equity Deposi (VII)= (IV per (X)
(I) shares held securit fully diluted securitie
er (II) s (III) shares tory + (V)+(VI) SCRR,
(IV) Total as ies basis (XI) s (as a
held (V) Receip 1957
Class Class a % of (includ percenta As a As a As a As a
ts (VI) (VIII)
(Equity) (Others) Total A+B+C ing ge of % of % of As a % % of % of
As a %
Warra diluted total No. total No. of total No. total No. total
of No. (a)
nts) share shares (a) shares (a) shares (a) shares (a) shares
A+B+C
(X) capital) held held held (b) held held
2)
(XII) (b) (b) (b) (b)
(A) Promoter & 4 2,46,04,310 - - 2,46,04,310 92.25 2,46,04,3 - 2,46,04,310 92.25 - 2,46,04,310 92.25 - - - - - - - - - - 2,46,04,
Promoter 10 310
Group
(B) Public 54 20,65,690 - - 20,65,690 7.75 20,65,690 - 20,65,690 7.75 - 20,65,690 7.75 - - - - - - - - - - 20,65,69
0
(C) Non- - - - - - - - - - - - - - - - - - - - - - - - -
Promoter-
Non Public
(C1) Shares - - - - - - - - - - - - - - - - - - - - - - - -
underlying
DRs
(C2) Shares held - - - - - - - - - - - - - - - - - - - - - - - -
by
Employee
Trusts
Total 58 2,66,70,000 - - 2,66,70,000 100.00 2,66,70,0 - 2,66,70,000 100.00 - 2,66,70,000 100.00 - - - - - - - - 2,66,70,
(A)+(B)+( 00 000
C)
1068. Secondary transactions involving the Promoters, Promoter Group, and other Shareholders
(a). There have been no secondary transactions of Equity Shares of our Company by the Promoters, members of the
Promoter Group and other Shareholders, since incorporation of our Company.
9. Details of equity shareholding of the major equity Shareholders of our Company
(i) The major Equity Shareholders holding more than 1% or more of the paid-up Equity Share capital of the Company
and the number of Equity Shares held by them as on the date of this Prospectus are set forth in the table below:
Number of Equity Shares having Percentage of the pre-Offer Equity
Sr. Name of the
face value of ₹ 10 each on a fully Share capital (%) on a fully diluted
No. Shareholder
diluted basis* basis
1. Kanubhai Patel 86,10,000 32.28
2. Kalpesh Dhanjibhai Patel 86,10,000 32.28
Vasantkumar 73,80,000 27.67
3.
Narayanbhai Patel
Total 2,46,00,000 92.24
* Based on the beneficiary position statement dated April 10, 2026.
(ii) The major equity Shareholders who held more than 1% or more of the paid-up Equity Share capital of the Company
and the number of Equity Shares held by them 10 days prior to the date of this Prospectus are set forth in the table
below:
Number of Equity Shares having Percentage of the pre-Offer Equity
Sr. Name of the
face value of ₹ 10 each on a fully Share capital (%) on a fully diluted
No. Shareholder
diluted basis* basis
1. Kanubhai Patel 86,10,000 32.28
2. Kalpesh Dhanjibhai Patel 86,10,000 32.28
Vasantkumar 73,80,000 27.67
3.
Narayanbhai Patel
Total 2,46,00,000 92.24
* Based on the beneficiary position statement dated April 03, 2026.
(iii) The major Equity Shareholders who held more than 1% or more of the paid-up Equity Share capital of our
Company and the number of Equity Shares held by them one year prior to the date of this Prospectus are set forth
in the table below:
Number of Equity Shares having Percentage of the pre-Offer Equity
Sr.
Name of the Shareholder face value of ₹ 10 each on a fully Share capital (%) on a fully diluted
No.
diluted basis* basis
1. Kanubhai Patel 2,10,000 35.00
2. Kalpesh Dhanjibhai Patel 2,10,000 35.00
3, Vasantkumar Narayanbhai 1,80,000 30.00
Patel
Total 6,00,000 100.00
* Based on the register of members of our Company.
(iv) The major Equity Shareholders who held more than 1% or more of the paid-up Equity Share capital of the
Company and the number of shares held by them two years prior to the date of this Prospectus are set forth in the
table below:
Number of Equity Shares having Percentage of the pre-Offer Equity
Sr. Name of the
face value of ₹ 10 each on a fully Share capital (%) on a fully diluted
No. Shareholder
diluted basis* basis
1. Kanubhai Patel 2,10,000 35.00
2. Kalpesh Dhanjibhai Patel 2,10,000 35.00
107Number of Equity Shares having Percentage of the pre-Offer Equity
Sr. Name of the
face value of ₹ 10 each on a fully Share capital (%) on a fully diluted
No. Shareholder
diluted basis* basis
Vasantkumar 1,80,000 30.00
3.
Narayanbhai Patel
Total 6,00,000 100.00
* Based on the register of members of our Company.
10. Shareholding of our Directors, Key Managerial Personnel and Senior Management in our Company
Except as disclosed below, none of our Directors or Key Managerial Personnel or Senior Management hold any
Equity Shares of face value ₹10 each in our Company.
Number of Equity Shares Percentage of the
Sr. having face value of ₹ 10 pre-Offer Equity
Name of the Shareholder
No. each on a fully diluted Share capital (%) on
basis* a fully diluted basis
1. Kanubhai Patel 86,10,000 32.28
2. Kalpesh Dhanjibhai Patel 86,10,000 32.28
3. Vasantkumar Narayanbhai Patel 73,80,000 27.67
4. Bipinkumar Govindlal Patel 8,621 0.03
5. Arvindkumar Ambalal Patel 8,621 0.03
6. Jayesh Rameshbhai Patel 3,448 0.01
7. Hardikkumar Jitendrabhai Patel 4,310 0.02
Total 2,46,25,000 92.32
* Based on the beneficiary position statement dated April 10, 2026.
11. Weighted average price at which the Equity Shares were acquired by our Promoters (including our Promoter
Selling Shareholders) in the last one year preceding the date of this Prospectus
Except as disclosed below, no Equity Shares have been acquired by our Promoters (including our Promoter Selling
Shareholders) in the last one year immediately preceding the date of this Prospectus.
Number of Equity Shares of
Weighted average price of
face value of ₹ 10 each
Name of Shareholder acquisition per Equity Share**(in
acquired in the preceding
₹)
one year
Promoters*
Kalpesh Dhanjibhai Patel 84,00,000 Nil^
Kanubhai Patel 84,00,000 Nil^
Vasantkumar Narayanbhai Patel 72,00,000 Nil^
*Also the Promoter Selling Shareholder.
^Pursuant to a resolution passed by our Board of Directors of the Company and Shareholders on July 23, 2025, and July 24,
2025, respectively, Board of Directors allotted Bonus equity shares in the ratio of 40:1 (Forty Equity Shares for every Equity
Share held as on the record date) on July 25, 2025. Accordingly, weighted average price of acquisition per Equity Share is Nil.
**As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, pursuant to their certificate dated April 14,
2026.
12. Average cost of acquisition of Equity Shares by our Promoters (including our Promoter Selling Shareholders)
as on the date of this Prospectus is as follows:
The average cost of acquisition of Equity Shares by our Promoters (including our Promoter Selling Shareholders)
as at the date of this Prospectus is:
Number of Equity Shares of
Average cost of acquisition
Name of Shareholders face value of ₹ 10 each as on the
per Equity Share (in ₹)**
date of this Prospectus^
Promoters*
108Number of Equity Shares of
Average cost of acquisition
Name of Shareholders face value of ₹ 10 each as on the
per Equity Share (in ₹)**
date of this Prospectus^
Kalpesh Dhanjibhai Patel 86,10,000 0.24
Kanubhai Patel 86,10,000 0.24
Vasantkumar Narayanbhai Patel 73,80,000 0.24
*Also the Promoter Selling Shareholder
** As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, pursuant to their certificate dated April 14,
2026.
^ Including Equity Shares held in the share escrow account as per beneficiary postion statement dated April 10, 2026
13. Weighted average cost of all Equity Shares transacted by promoters, members of promoter group and selling
shareholders in the one year, 18 months and three years preceding the date of this Prospectus
Weighted average cost of Range of acquisition
Cap Price is ‘x’ times
acquisition per Equity price per Equity
Period the weighted average
Share of face value of ₹ Share: lowest price –
cost of acquisition
10 each (in ₹)* highest price (in ₹)*
Last one year preceding the date
116.00 1.51 116.00 - 116.00
of this Prospectus.
Last 18 months preceding the
116.00 1.51 116.00 - 116.00
date of this Prospectus
Last three years preceding the
116.00 1.51 116.00 - 116.00
date of this Prospectus.
* As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, pursuant to their certificate dated April 14, 2026.
14. Details of the price at which equity shares were acquired in the last three years immediately preceding the
date of this Prospectus by our Promoters (including our Promoter Selling Shareholders) members of our
Promoter Group and the Shareholders with special rights to nominate directors or other special rights
Except as stated below, none of our Promoters (including our Promoter Selling Shareholders) and members of our
Promoter Group have acquired any Equity Shares in the three years immediately preceding the date of this
Prospectus:
Acquisition
Number of
Face price per Nature of
Name of Shareholders Date of acquisition Equity Shares
Value (₹) Equity Share** Transaction
acquired
(in ₹)
Promoters*
Kalpesh Dhanjibhai Patel July 25, 2025 84,00,000 10 - Bonus Issue
Kanubhai Patel July 25, 2025 84,00,000 10 - Bonus Issue
Vasantkumar Narayanbhai July 25, 2025 72,00,000 10 - Bonus Issue
Patel
Promoter Group
Bhavikaben Mahesh Patel September 06, 2025 4,310 10 116.00 Private
Placement
*Also Promoter Selling Shareholders
**Note: As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, by way of their certificate dated April
14, 2026.
As on the date of this Prospectus, no Shareholders have any special rights in our Company, including the right to
nominate directors on our Board.
15. As on the date of this Prospectus, none of the BRLM or its associates (as defined under the Companies Act, 2013,
and as per the definition of the term ‘associate’ under the Securities and Exchange Board of India (Merchant
Bankers) Regulations, 1992) hold any Equity Shares of face value ₹ 10 each in our Company. The BRLM and its
associates may engage in transactions with and perform services for our Company in the ordinary course of business
or may in the future engage in commercial banking and investment banking transactions with our Company, for
which they may in the future receive customary compensation.
10916. None of the Shareholders of our Company are directly or indirectly related to the BRLM or its associates.
17. The BRLM and persons related to the BRLM or Syndicate Members cannot apply in the Offer under the Anchor
Investor Portion, except for Mutual Funds sponsored by entities which are associates of the BRLM, or insurance
companies promoted by entities which are associates of the BRLM or AIFs sponsored by entities which are
associates of the BRLM, a FPI (other than individuals, corporate bodies and family offices) sponsored by entities
which are associates of the BRLM.
18. All Equity Shares are fully paid up and there are no partly paid-up Equity Shares as on the date of this Prospectus.
The Equity Shares to be issued or transferred pursuant to the Offer shall be fully paid-up at the time of Allotment.
19. Other than as disclosed in “ - Equity Share Capital History of our Company” on page 97, our Company has not
made any public issue of securities of any kind or class of securities since its incorporation.
20. There are no outstanding warrants, options or rights to convert debentures, loans or other instruments into, or which
would entitle any person any option to receive Equity Shares of our Company, as on the date of this Prospectus.
21. No person connected with the Offer, including, but not limited to, our Company, the Promoter Selling Shareholders,
the members of the Syndicate, or our Directors, Promoters or Promoter Group shall offer any incentive, whether
direct or indirect, in any manner, whether in cash or kind or services or otherwise to any Bidder for making a Bid,
except for fees or commission for services rendered in relation to the Offer
22. As of the date of this Prospectus, our Company has 58 Shareholders.
23. Our Company, our Promoters, our Directors and the BRLM have not made any or entered into any buy-back
arrangements for purchase of Equity Shares to be offered as a part of the Offer.
24. Our Company may alter its capital structure within a period of six months from the Bid/Offer Opening Date, by
way of split or consolidation of the denomination of Equity Shares, or by way of 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 Equity Shares, or on a rights basis, or by way of further public issue
of Equity Shares, or otherwise to finance an acquisition, merger or joint venture or organic and/or inorganic growth
or for regulatory compliance or such other scheme of arrangement or for acquiring assets or for expansion or
business purposes or any other purpose as the Board may deem fit, if an opportunity of such nature is determined
by its Board of Directors to be in the interest of our Company.
25. Except for the allotment of Equity Shares pursuant to the Fresh Issue and as disclosed in point no. 24 above, there
will be no further issue of Equity Shares whether by way of issue shares, preferential allotment, rights issue or in
any other manner during the period commencing from the date of filing of the Draft Red Herring Prospectus with
SEBI until the Equity Shares have been listed on the Stock Exchanges or all application monies have been refunded,
as the case may be.
26. Except as disclosed in the “- Build-up of the shareholding of our Promoters in our Company” and “- Build-up of
the shareholding of the members of our Promoter Group in our Company” on pages 102 and 105, respectively, none
of the members of the Promoter Group, the Promoters, the Directors of our Company, nor any of their respective
relatives (as defined under the Companies Act, 2013) have purchased or sold any securities of our Company during
the period of six months immediately preceding the date of this Prospectus.
27. There have been no financing arrangements whereby our Promoters, members of our Promoter Group, our Directors
and their relatives have financed the purchase by any other person of securities of our Company during a period of
six months preceding the date of filing of this Prospectus.
28. Our Company has ensured that any transactions in the specified securities of our Company by our Promoters and
our Promoter Group during the period between the date of filing of the Draft Red Herring Prospectus and the date
of closure of the Offer have been reported to the Stock Exchanges within 24 hours of the transactions and the details
of such transactions have been disclosed in the Price Band Advertisement.
29. Except to the extent of sale of the Offered Shares in the Offer for Sale by the Promoter Selling Shareholders, none
of our Promoters or members of our Promoter Group have participated in the Offer.
30. Except for the proceeds that shall be received by Promoter Selling Shareholders, pursuant to the Equity Shares being
offered by them pursuant to the Offer for Sale, our Promoters and members of our Promoter Group will not receive
110any proceeds from the Offer.
31. All Equity Shares offered through the issue shall be made fully paid-up, if applicable, or may be forfeited for non-
payment of calls within twelve months from the date of allotment of Equity Shares.
32. There shall be only one denomination of the Equity Shares, unless otherwise permitted by law.
33. Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to
time.
111OBJECTS OF THE OFFER
The Offer comprises a Fresh Issue of 75,75,000* Equity Shares of face value of ₹10 each, aggregating to ₹13,256.25*
lakhs by our Company and an Offer for Sale of 10,00,000* Equity Shares of face value of ₹10 each aggregating to
₹1,750.00* lakhs by the Promoter Selling Shareholders, subject to finalization of Basis of Allotment. For details, see
“The Offer” on page 74.
*Subject to finalization of the Basis of Allotment.
Offer for Sale
Each of the Promoter Selling Shareholders shall 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. Any payments of Offer related expenses shall be made by our Company, in the first instance and (a)
upon successful consummation of the transfer of the Offered Shares in the Offer, or (b) in the event Offer is postponed,
withdrawn, abandoned, or not successfully completed for any reason, as the case may be, any such payments made by
our Company in relation to the Offer expenses on behalf of any of the Promoter Selling Shareholders shall be reimbursed
by such Promoter Selling Shareholder, severally and not jointly, to our Company inclusive of relevant taxes thereon. The
Promoter Selling Shareholders have, severally and not jointly, authorised and consented to participate in the Offer for
Sale.
Name of the Promoter Selling
Number Of Equity Shares Offered/ Amount Date of consent letter
Shareholder
3,50,000* Equity Shares of face value of ₹ 10 each
Kalpesh Dhanjibhai Patel September 16, 2025
aggregating to ₹ 612.50* lakhs
3,50,000* Equity Shares of face value of ₹ 10 each
Kanubhai Patel September 16, 2025
aggregating to ₹ 612.50* lakhs
3,00,000* Equity Shares of face value of ₹ 10 each
Vasantkumar Narayanbhai Patel September 16, 2025
aggregating to ₹ 525.00* lakhs
*Subject to finalisation of Basis of Allotment.
Fresh Issue
Our Company proposes to utilize the Net Proceeds towards funding of the following objects (collectively, referred to as
“Objects”):
1. Funding of capital expenditure requirements of our Company towards purchase of machinery and equipment;
2. Pre-payment/ re-payment, in part or full, of certain outstanding borrowings availed by our Company;
3. Funding long-term working capital requirement of our Company; and
4. General Corporate Purposes
(Collectively referred as the “Objects”)
In addition to the above Objects, we expect to receive the benefits of listing of the Equity Shares on the Stock Exchanges,
which include enhancement of our Company’s visibility and brand image and creation of a public market for our Equity
Shares in India, among others.
The main objects and objects incidental and ancillary to the main objects set out in our Memorandum of Association
enable us to undertake: (i) our existing business activities and other activities set out therein; and (ii) the activities
proposed to be funded from the Net Proceeds. We confirm that the activities which we have been carrying out till date
are in accordance with the objects clause of our Memorandum of Association.
Net Proceeds
After deducting the Offer related expenses from the Gross Proceeds of the Fresh Issue, we estimate the Net Proceeds to
be ₹ 11,931.76 lakhs. The details of the Net Proceeds of the Offer are summarized in the table below:
112Amount
Particulars
(in ₹ lakhs)
Gross proceeds of the Fresh Issue 13,256.25
(Less): Offer related expenses in relation to the Fresh Issue 1,324.49(1)
Net Proceeds 11,931.76
(1) For details of the expenses related to the Offer, see “Offer Related Expenses” on page 130.
Utilization of Net Proceeds
The Net Proceeds are proposed to be utilized by our Company as follows:
Amount
Sr. No. Particulars
(in ₹ lakhs)
Funding of capital expenditure requirements of our Company towards purchase of 1,120.94
1.
machinery and equipment
Pre-payment/ re-payment, in part or full, of certain outstanding borrowings availed by our 2,500.00
2.
Company
3. Funding long-term working capital requirement of our Company 5,500.00
4. General Corporate Purposes(1) 2,810.82
Total(1) 11,931.76
(1) The amount utilized for general corporate purposes doesnot exceed 25% of the Gross Proceeds.
Proposed schedule of implementation and deployment of Net Proceeds
We propose to deploy the Net Proceeds towards the Objects in accordance with the estimated schedule of implementation
and deployment of funds, as set out in the table below:
(in ₹ lakhs)
Estimated utilization Estimated utilization
Estimated utilization
Particulars from Net Proceeds in from Net Proceeds in
from Net Proceeds
Financial Year 2026-27 Financial Year 2027-28
Funding of capital expenditure
requirements of our Company
1,120.94 1,120.94 -
towards purchase of machinery and
equipment(1) (2)
Pre-payment/ re-payment, in part or
full, of certain outstanding 2,500.00 2,500.00 -
borrowings availed by our Company
Funding long-term working capital
5,500.00 2,500.00 3,000.00
requirement of our Company
General Corporate Purposes (3) 2,810.82 2,810.82 -
Total (3) 11,931.76 8,931.76 3,000.00
(1) Applicable taxes, to the extent required, have been excluded in the estimated cost.
(2) Total estimated cost as per the Cost Vetting Report dated April 04, 2026 from Dun & Bradstreet.
(3) The amount utilized for general corporate purposes does not exceed 25% of the Gross Proceeds.
We intend to deploy the Net Proceeds towards the Objects as disclosed in the table above, in accordance with the business
needs of our Company. However, the actual deployment of funds will depend on a number of factors, including the timing
of completion of the Offer, market conditions, our Board’s analysis of economic trends and business requirements as
well as general factors affecting our results of operations and financial condition. Depending upon such factors, we may
have to reduce or extend the deployment period for the stated Objects, at the discretion of our management, and in
accordance with applicable laws. In the event that the estimated utilization of the Net Proceeds in a scheduled Fiscal is
not completely met, including due to the reasons stated above, the same shall be utilized in the next Fiscal, as may be
determined by our Company, in accordance with applicable laws. For further details, see “Risk Factors – Objects of the
Fresh Issue for which the funds are being raised have not been appraised by any bank or financial institutions. Any
113variation in the utilization of our Net Proceeds as disclosed in this Prospectus would be subject to certain compliance
requirements, including prior Shareholders' approval” on page 58.
The above requirement of funds are based on our current business plan as approved by our Board of Directors pursuant
to their resolution dated April 04, 2026, internal management estimates based on the prevailing market conditions, and
also based on quotations obtained from certain vendors. These funding requirements or deployments have not been
appraised by any bank or financial institution. We may have to revise our funding requirements and deployment from
time to time on account of various factors, such as change in costs, including due to inflation or increase in the rate of
taxation, revision in quotations at the time of actual expenditure, change in financial and market conditions, our
management’s analysis of economic trends and our business requirements, changes in technology, as well as general
factors affecting our results of operations, financial condition, business and strategy and interest/exchange rate
fluctuations or other external factors, which may not be within the control of our management. This may entail
rescheduling (including preponing the deployment of Net Proceeds) and revising the funding requirement for a particular
Object or increasing or decreasing the amounts earmarked towards any of the aforementioned Objects at the discretion
of our management, subject to compliance with applicable law.
Subject to applicable laws, in the event of any increase in the actual utilization of funds earmarked for the purposes set
out above, such additional funds for a particular activity will be met by way of means available to us, including from
internal accruals and any equity and/or debt arrangements. We believe that such alternate funding arrangements would
be available to fund any such shortfalls at such time period. Further, if the actual utilization towards any of the stated
objects is lower than the proposed deployment, the balance remaining may be utilized towards future growth
opportunities, and/or towards funding any other purpose, and/or general corporate purposes, subject to applicable laws
to the extent that the total amount to be utilized towards general corporate purposes will not exceed 25% of the Gross
Proceeds in accordance with the SEBI ICDR Regulations and in compliance with the objectives as set out under
Details of the Objects—General corporate purposes” on page 129 and will be consistent with the requirements of our
business. The estimated schedule of deployment of Net Proceeds is indicative and our management may vary the amount
to be utilized in a particular Fiscal at its discretion.
Means of finance
The fund requirements for the Objects are proposed to be met entirely from the Net Proceeds and in case of a shortfall in
the Net Proceeds or any increase in the actual utilization of funds earmarked for the Objects, our Company shall utilize
its internal accruals, therefore, there is no requirement to make firm arrangements of finance through verifiable means
towards at least 75% of the stated means of finance, excluding the amount to be raised through the Fresh Issue or the
existing identifiable accruals, as required under Regulation 7(1)(e) the SEBI ICDR Regulations and Paragraph 9(C)(1)
of Part A of Schedule VI.
Details of the Objects
1. Funding of capital expenditure requirements of our Company towards purchase of machinery and equipment
We are a power transmission infrastructure engineering, procurement, and construction (“EPC”) company with over 14
years of experience. Our expertise lies in the execution of high-voltage (“HV”) and extra-high voltage (“EHV”)
transmission lines, substations and underground cabling projects delivered on a turnkey basis, encompassing design,
engineering, supply, erection, installation, testing, commissioning, and comprehensive operation and maintenance
(“O&M”) services. Since commencement of our operations in 2011 in the State of Gujarat, we have commissioned
transmission lines, substations and underground cables, covering in aggregate over 1,000 circuit kilometers (“CKM”) of
transmission lines and 11 substations respectively. Our EPC capabilities extend to transmission lines ranging from 11
kilovolts (“kV”) to 400 kV and substations up to 220 kV.
Our Company was incorporated in June 2011 and since then, we have gradually increased our execution capabilities in
terms of size of the projects and scope of service. During the nine-months period ended December 31, 2025 and in last
three Fiscals, we have completed EPC of more than 440 CKM of transmission lines, more than 70 CKM of underground
cabling and 04 substations. As of December 31, 2025, our unexecuted Order Book comprised 58 projects amounting to
₹ 74,460.27 lakhs, including 51 EPC projects and 7 O&M contracts.
As of December 31, 2025, our borrowings was as follows:
114Utilisation of
Amount sanctioned Amount outstanding
Borrowings - Fund Based sanctioned amount
(in ₹ lakhs) (in ₹ lakhs)
(in %)
Term Loan^ 527.44 381.99 72.42
Cash Credit and Overdraft Facility* 4,655.31 2,739.32 58.84
Unsecured Working capital financing 1,800.00 725.44 40.30
Total 6,982.75 3,846.75 55.09
^ Including current maturity of long-term borrowings.
* Our Company has been sanctioned a fund-based working capital limit of ₹ 1,450.00 lakhs by Indian Overseas Bank (IOB), which
includes a sub-limit of ₹ 700.00 lakhs for non-fund-based facilities.
Some of the key areas where we have utilised our internal accruals and borrowings are as follows:
(₹ in lakhs, unless otherwise specified)
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
A) Investment in Fixed Assets
Gross Carrying Amount(1) 1,556.28 1,191.20 1,169.88 1,126.66
B) Investment in Working
Capital
Net Working Capital (NWC)(2) 14,984.78 8,505.09 6,487.30 5,641.14
Notes:
(1) Closing balance of gross carrying amount of Fixed Assets.
(2) Net Working Capital requirement as calculated in Object No. 3 below.
As of December 31, 2025, our investments in Gross Fixed Assets are ₹ 1,556.28 lakhs, which primarily comprise of an
office building, furniture and fixtures, equipment, vehicles and computers. We propose to utilise ₹ 1,120.94 lakhs out of
Net Offer Proceeds towards purchase of machinery and equipment to be used in our existing business operations. The
amount to be utilised is based on our current estimates, the specific number and nature of such equipment and machinery
to be procured by our Company may change, depending on our business requirements, from time to time.
A list of such equipment and machinery proposed to be funded from Net Offer Proceeds, along with details of its cost,
based on Cost Vetting Report dated April 04, 2026 from Dun & Bradstreet and approved, pursuant to a resolution dated
April 04, 2026 passed by our Board is provided below:
[Remainder of this page has been intentionally kept blank]
115Detailed break-down of the cost of the capital expenditure
The details of the quotations obtained by us towards these afore-mentioned capital expenditure are provided below:
Proposed Use in
Total estimated cost
Sr Quotations Date of Validity of the existing
Description of item (1) (3) Quantity
No. received from Quotation Quotations operations of our
(in ₹ lakhs)
Company
1. Digital Puller 160.29 01 Number Tesmec(2) January 12, 6 Months The machine will
Max pull 160 kN 2026 from the be used for
Max speed 4,5 km/h Date of stringing of the
Rope diameter 28 mm Quotation conductor in the
H.S. CODE 84253900 Transmission Line
Country of Origin: Italy
Digital Tensioner 159.15 01 Number
Max pull 180 kN
Max speed 4,5 km/h
Max conductor diameter 38 mm
H.S. CODE 84253900
Country of Origin: Italy
2. Pilot Wire (G I Breaded approx. Breaking 39.00 15 Drum Precisetech India February 6 Months The machine will
Load 32 -KN) Make - Chinese 800 mtr reel Private Limited 16, 2026 from the be used for
Date of stringing of the
Three sleeve Roller 29.00 100 Numbers
Quotation conductor in the
Five sleeve Roller 21.00 60 Numbers
Transmission Line
Single Sleeve Roller 6.60 60 Numbers
3. Cable Fault Locator Van & analysis system 353.00 1 Number Megger India April 03, April 30, The van shall be
Private Limited 2026 2026 used for locating
the fault in
underground cable.
4. Tractor with Trailer and accessories 17.64 2 Numbers GreenPark February 6 Months To be used for
including RTO, Insurance and other AutoTrack Private 16, 2026 from the transportation of
expenses. Limited Date of material.
Quotation
5. 15 Tons (4WD) capacity Articulated 33.07 1 Number Orion Equipment February 6 Months This vehicle shall
hydraulic mobile crane with outriggers 16, 2026 from the be used for loading
Date of / unloading of the
6. 14Tons capacity articulated hydraulic 22.02 1 Number
Quotation goods and lifting of
mobile crane
the material at site.
7. TATA LPT 1616/45 HSD BS6 PH ll AC 19.62 1 Number Cargo Motors February 6 Months Truck shall be used
11 TON Private Limited 16, 2026 from the for transportation
116Proposed Use in
Total estimated cost
Sr Quotations Date of Validity of the existing
Description of item (1) (3) Quantity
No. received from Quotation Quotations operations of our
(in ₹ lakhs)
Company
Date of for the goods
Quotation
8. SD76HP-2WD-BHL-FC-FC-STDBKT- 29.83 1 Number Ghanshyam February 7 Months Truck shall be used
HDTYRE-VPBS-V Equipments LLP 14, 2026 from the for transportation
Date of for the goods
Quotation
9. Bolero Maxx HD 1.7 L LX BS6.2 18.88 2 Number Param Automotive February April 30, The vehicle shall be
Private Limited 17, 2026 2026 used for
transportation for
Bolero Camper Five Seater 20.13 2 Number
the goods and
conveyance of the
Bolero B4 Seven Seater 19.78 2 Number site staff
10. Hydraulic compressor machine 9.00 5 Numbers Precisetech India February 6 Months To make joint of
Private Limited 16, 2026 from the the conductor
Date of
Power winch machine double capston 5 12.50 5 Numbers For erection of the
Quotation
Ton structure material
11. Cable Puller Machine 28.00 1 Number Precisetech India February 6 Months For cable lying
Private Limited 16, 2026 from the work
Date of
Quotation
12. Geomax Zenith60 LTE-UHF Base 4.25 1 Number K K Sales April 03, April 30, This GPS used to
2026 2026 be in transmission
Geomax Zenith60 LTE-UHF-IMU 4.75 1 Number
& UG Cable line
Rover
Survey work
Android Mobile Phone 0.20 1 Number
13. Insulation Resistance Tester (Test volt upto 6.00 1 Number Megger (India) February 6 Months For testing of the
5kV, Range 100 K Ohm to 10 TOhm or Private Limited 17, 2026 from the various equipment
10kv Range 10Kohm to 20T ohm) Date of of the sub-station
Quotation and sub-station
Tan Delta Kit with all required accessories 28.00 1 Number
under operation and
as well as Notebook PC of HP ProBook
maintenance
4440 / LENOVO ThinkPad X series / DELL
Vostro series as per specification and
suitable to kit from following make and
model. Megger Make: Model- Delta4110
with Laptop
117Proposed Use in
Total estimated cost
Sr Quotations Date of Validity of the existing
Description of item (1) (3) Quantity
No. received from Quotation Quotations operations of our
(in ₹ lakhs)
Company
14. Stroke Diesel Operated Portable Light 23.38 5 Numbers Stroke Equipments January 06, 6 Months To enable the team
Tower Prime Mover - Kohler Diesel India Private 2026 from the to work at night by
Engine Lights - 400 x 4 LED Lights Limited Date of providing the
Mast - 8 Mtrs Height Output - 5kVA Quotation sufficient light
(60Hz)
15. Circuit Breaker Dynamic Test Set Ultimate 28.00 1 Number Scope T&M February April 30, For testing of the
solution Private Limited 18, 2026 2026 various equipment
of the sub-station
Surge Arrester Leakage Current Analyser 12.50 1 Number
and sub-station
Gas Filling Cart Model 6.50 1 Number
under operation and
maintenance
16. Oil BDV testing Kit with measuring gauge 5.75 1 Number Dharm Enterprise February April 30, For testing of the
(GO and NO-GO) as per IS from following 13, 2026 2026 various equipment
make and model of the sub-station
and sub-station
17. 40kV/20mA HIGH VOLTAGE DC TEST 3.10 1 Number
under operation and
SET: Telemetrics/Motwane Model
maintenance
Total 1,120.94 -
Notes:
(1) All amounts are exclusive of GST and other applicable taxes
(2) The quotation has been received in Euro, which has been converted to INR at the conversion rate of ₹ 107.8697as on February 10, 2026.
(3) The Management shall have the flexibility to revise such costs as stated above (due to various reasons including but not limited to change of vendor or any modification/addition/obsoletion
of machinery). In such a case, the Management can utilize the surplus of proceeds, if any, to meet such cost, as required. Furthermore, if any surplus from the proceeds remains after meeting
the total cost of machineries for the aforesaid purpose, the same will be used for our general corporate purposes, subject to limit of 25% of the amount raised by our Company through this
Offer.
118If there is any increase in the costs of equipment including any transportation expenses, fitting expenses, loading and
unloading expenses, any other type of similar cost costs shall be paid by our Company from its internal accruals. The
quantity of equipment to be purchased is based on the present estimates of our management. Our Company shall have
the flexibility to deploy such equipment in relation to the capital expenditure or such other equipment as may be
considered appropriate, according to the business or engineering requirements of such facilities, subject to the total
amount to be utilized towards purchase of such equipment not exceeding ₹ 1,120.94 lakhs. Our Promoter, Directors
and Key Managerial Personnel do not have any interest in the vendors from whom our Company has obtained
quotations in relation to the proposed capital expenditure. All quotations received from our vendor mentioned above
are valid as on the date of this Prospectus. However, there can be no assurance that the same vendor would be engaged
to eventually supply the required equipment or machinery or at the same costs. No second-hand or used machinery is
proposed to be purchased out of the Net Proceeds.
2. Pre-payment/ re-payment, in part or full, of certain outstanding borrowings availed by our Company
Our Company has entered into certain financing arrangements with banks and financial institutions for term loans and
working capital facilities to fund its expansion activities and operational requirements. As of December 31, 2025, our
Company’s total outstanding borrowings amounted to ₹ 3,846.75 lakhs. We intend to utilize an amount of ₹ 2,500.00
lakhs from the Net Proceeds in order to repay/ prepay, in full or in part, certain or all of the borrowings availed by our
Company. For details of our financing arrangements, see “Financial Indebtedness” on page 374.
Our Company proposes to utilise an estimated amount of ₹ 2,500.00 lakhs from the Net Proceeds towards prepayment
and/or repayment of all or a portion of certain working capital facilities availed by our Company. Given the nature of
the borrowings and the terms of repayment/ prepayment, the aggregate outstanding amounts under the borrowings
may vary from time to time and our Company may, in accordance with the relevant repayment schedule, repay or
refinance some of their existing borrowings prior to Allotment or avail of additional credit facilities. In addition, our
Company may, from time to time, enter into further financing arrangements and drawdown funds thereunder. In such
cases or in case any of the borrowings listed below are prepaid or repaid (earlier or as on the scheduled date of
repayment), refinanced, in part or full, or further drawn down prior to the completion of the Offer, we may utilize Net
Proceeds towards prepayment or repayment (earlier or scheduled date of payment) of such additional indebtedness
availed by us and/ or interest thereon, details of which have been provided in this Prospectus.
For the purposes of the Offer, our Company has obtained necessary consent from its lenders, as is respectively required
under the relevant facility documentation for undertaking activities in relation to this Offer and for the deployment of
the Net Proceeds towards the objects set out in this section, to the extent such consent was required.
The Net Proceeds proposed to be utilized towards repayment and/or pre-payment, in part or full, of certain borrowings
availed by our Company shall not be directly or indirectly routed to our Promoters, Promoter Group and Group
Company.
The selection of borrowings proposed to be prepaid or repaid amongst our borrowing arrangements availed will be
based on various factors, including (i) cost of the borrowing, including applicable interest rates, (ii) any conditions
attached to the borrowings restricting our ability to prepay / repay the borrowings and time taken to fulfil, or obtain
waivers for fulfilment of such conditions, (iii) terms and conditions of consents and waivers, (iv) levy of any
prepayment penalties and the quantum thereof, (v) provisions of any laws, rules and regulations governing such
borrowings, and (vi) other commercial considerations including, among others, the amount of the loan outstanding
and the remaining tenor of the loan. The amounts proposed to be prepaid and/or repaid against each borrowing facility
below is indicative and our Company may utilize the Net Proceeds to prepay and/or repay the facilities disclosed
below in accordance with commercial considerations, including amounts outstanding at the time of prepayment and/or
repayment. For further details, see “Financial Indebtedness” on page 374. Pursuant to the terms of the borrowing
arrangements, prepayment of certain indebtedness may attract prepayment charges as prescribed by the respective
lender. Payment of additional interest, prepayment penalty or premium, if any, and other related costs shall be made
by us out of the internal accruals or out of the Net Proceeds as may be decided by our Company. Such pre-payment
will help reduce the existing borrowings of our Company and assist us in maintaining a favourable debt-equity ratio
and enable utilisation of our internal accruals for further investment in business growth and expansion. The following
119table sets forth details of certain borrowings availed by our Company, which are outstanding as on December 31, 2025
out of which our Company may repay/prepay, all or a portion of, any or all of the borrowings, from the Net Proceeds:
[Remainder of this page has been intentionally kept blank]
120Amount Amount Pre-
Rate of Interest
Original sanctioned outstanding payment
Date of Purpose of Repayment interest per rate
Nature of date of as at as at conditions/
Sr. No. Name of Lender original raising the schedule/ annum nature –
Borrowing disbursemen December December penalty, if
Sanction Loans Tenor (in %) fixed or
t 31, 2025 31, 2025 any
variable
(in ₹ lakhs) (in ₹ lakhs)
1. The Mehsana Urban Cash Credit September October 01, 325.00 317.60 Working 12 Months 10.75 Variable -
Co-Operative Bank 27, 2021 2021 Capital
Limited
2. Axis Bank Limited Cash Credit June 16, July 27, 2020 490.00 402.39 Working 12 Months 11.80 Variable 4.00 % +
2020 Capital applicable
taxes
3. HDFC Bank Cash Credit March 07, April 05, 436.31 177.45 Working 12 Months 11.25% (Repo Variable 4.00 % of
Limited and Overdraft 2019 2019 capital rate 6.50% total credit
facility p.a. + Spread facility
4.75%)
4. Kotak Mahindra Cash Credit February 16, February 16, 1,000.00 983.72 Working 12 Months Applicable Variable -
Bank Limited 2021 2021 Capital EBLR + 5%
(Spread) p.a.
5. AU Small Finance Overdraft January 16, April 20, 454.00 404.81 Working 12 Months 10.50 Variable -
Bank Limited Facility 2023 2023 Capital
6. Yes Bank Limited Overdraft March 29, April 21, 500.00 443.66 Working 12 Months 3.7% Variable -
Facility 2025 2025 Capital (Spread/Mark
up) over and
above EBLR
Total 3,205.31 2,729.62
In compliance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations, the Statutory Auditors O.M.M.S & Associates, pursuant to their certificate dated April 04, 2026, have
certified the utilization of the above-mentioned borrowings for the purposes such borrowings were availed for, as of December 31, 2025.
1213. Funding long-term working capital requirement of our Company
We are a power transmission infrastructure engineering, procurement, and construction (“EPC”) company with over 14
years of experience. Our expertise lies in the execution of high-voltage (“HV”) and extra-high voltage (“EHV”)
transmission lines, substations and underground cabling projects delivered on a turnkey basis, encompassing design,
engineering, supply, erection, installation, testing, commissioning, and comprehensive operation and maintenance
(“O&M”) services. Since commencement of our operations in 2011 in the State of Gujarat, we have commissioned
transmission lines, substations and underground cables, covering in aggregate over 1,000 circuit kilometers (“CKM”) of
transmission lines and 11 substations respectively. Our EPC capabilities extend to transmission lines ranging from 11
kilovolts (“kV”) to 400 kV and substations up to 220 kV.
In the transmission infrastructure EPC sector, our Company operates in project-based environment, whereby we regularly
participate in various governments and private sector tenders. In the industry which we operate, order book is considered
as an indicator of future performance since it represents a committed portion of anticipated future revenue. (Source: D&B
Report). As of December 31, 2025, our unexecuted Order Book comprised 58 projects amounting to ₹ 74,460.27 lakhs,
including 51 EPC projects and 7 O&M contracts. In addition to the same, we have already done bidding for 22 projects
amounting to ₹ 1,17,481.34 lakhs as on December 31, 2025. As on the date of this Prospectus, we have been declared L1
bidder in 5 out of 9 projects amounting to ₹ 7,117.73 lakhs. Historically, our project win rate is 35.71%, 40.58%, 43.75%
and 46.05% for the nine months period ended December 31, 2025 and Fiscals 2025, 2024 and 2023 respectively. The
table below sets forth the details of Bids made, bids awarded and success ratio for the Fiscals and period indicated:
Nine months
period ended
Particulars Unit Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Number of Bids Made^ (In Numbers) 42 69 64 76
Number of Bids Awarded^ (In Numbers) 15 28 28 35
Project Win Rate (In %) 35.71 40.58 43.75 46.05
^ The number of bids made and awarded includes only those bids for which results have been declared. Further, the number of bids
has been computed from the beginning of the relevant Fiscal/period.
Our Order Book has increased significantly over the past years from ₹ 20,989.09 lakhs in Fiscal 2023 to ₹ 74,460.27
lakhs as at December 31, 2025, showing CAGR of 58.48%. This significant growth in our Order Book has also resulted
in increase of our Revenue from Operations from ₹12,023.63 lakhs in Fiscal 2023 to ₹ 27,454.28 lakhs in nine-months
period ended December 31, 2025.
The amounts from the Net Proceeds to be utilized for working capital will be earmarked solely for utilization towards the
working capital requirements of existing and proposed projects to be undertaken by our Company. Further, the Net
Proceeds towards working capital requirements of our Company will not be utilized for the purpose of providing any
type of Bank Guarantee including Earnest Money Deposit (EMD), Performance Bank Guarantees (PBGs) and Advance
Payment Guarantees (APGs).
Our company’s working capital requirement is dependent on multiple factors including tenure of project, number of
projects in hand, number of projects to be submitted for bidding, complexity of the project, terms and conditions of the
project including requirements of bank guarantees to be furnished. Some of the key factors for high working capital are
mentioned below:
Lifecycle of Project
Our company primarily operates in four verticals; (i) transmission line EPC project; (ii) substation EPC project; (iii)
underground cabling project; and (iv) operation and maintenance for substations and transmission lines. Our EPC project
is inherently long-cycle in nature, often spanning 12 months to 36 months or more from initial engineering through
procurement and site execution. However, we may face delay in execution of our projects due to non-receipt of
government approval, execution of projects during monsoon season, complex execution process, terrain of the project
and shortage of required raw materials for execution of project.
Our billing for particular project is linked to completion of work. Our Company has a credit period of 30-45 days in
normal circumstances. Our clients are primarily Government entities and Private sector entities. While the credit risk is
low in the contracts awarded by government entities, the payment cycles are long, often involving multiple approvals
and procedural delays. Additionally, we have to give substantial advances to our suppliers for procurement raw material,
mobilize site teams, rent heavy equipment, set up site infrastructure before receiving payment from our customers for the
completion of work.
122This cycle leads to higher working capital, especially in the early and intermediate stages of execution, where expenses
significantly precede revenue recognition. Till completion of project, Our Company receives payments based on work
completion, while 20% of the contract amount is being retained by customer as retention money, in case of government
projects, and in case of private customers retention money stands around 10% of the contract amount, which can be
released against bank guarantee backed by collateral, if the contract terms permits the same.
Contract Award / Mobilization Stage
Earnest Money Deposit (EMD)
In the transmission infrastructure EPC industry, Our Company operates in project-based environment. Further, In the
transmission EPC infrastructure industry, order book is the considered an indicator of future performance since it
represents a committed portion of anticipated future revenue. (Source: D&BReport). In order to grow our business, Our
Company is required to have substantial in-hand ongoing projects, for which, we are required to participate in various
government tenders of state level utilities and other government agencies. On bidding of such government project, we
are required submit Earnest Money Deposit in order to show our intent to participate in the tender. In such scenario where
we emerge as L1 bidder for tender, Our Company is required to submit Performance Bank Guarantee (“PBG”) against
which such EMD submitted will be released. In such case, where we are not declared as L1 bidder, our EMD gets released
on submission of PBG by the actual L1 bidder. In any of such case, such EMD submitted remains tied up for 6-9 months,
which strain our working capital sources for other purpose.
Performance Bank Guarantees (PBGs)
On declaration of Our Company as L1, Our Company is required to submit performance bank guarantees to the client.
As per the terms of the contract, performance bank guarantees provided to the government client tends at 3-10% of the
total contract value. Performance bank guarantees are typically valid for three to four years that is for entire project
duration along with Defect Liability Period (“DLP”). As such PBGs are required to be ties up for longer period, our
working capital sources are strained particularly, non-fund based working capital resources.
The table below sets out the details of the number of projects where Performance Bank Guarantees (“PBGs”) were
advanced, the corresponding PBGs issued, and PBGs issued as a percentage of the number of projects where PBGs were
advanced for the Fiscals and period indicated:
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Amount of projects where
PBGs were advanced (in ₹ 37,814.27 20,364.99 48,232.89 9,793.06
lakhs) (A)
PBGs Issued (in ₹ lakhs) (B) 4,084.87 1,848.81 4,752.33 745.02
PBGs issued as % of number
of projects where PBG was 10.80 9.08 9.85 7.61
advanced (A/B)
Retention Money
Retention money refers to a portion of the contract value, typically around 20% in case of government clients and around
10% in case of private clients, that is withheld by the client from each project payment as a safeguard against potential
defects or non-performance. Substantial part of our Order Book contains contracts awarded by GETCO, for which newly
revised payment terms for the supply and erection portion are as described below:
(i) In respect of the supply portion, upon delivery of materials at site and submission of invoice along with applicable
GST, duties and supporting documents as prescribed under the contract, our Company is entitled to receive 70% of
the supply value where interest-bearing mobilization advance has been availed, or 80% of the supply value where
such advance has not been availed or has become inadmissible. The balance 10% of the supply value is released
against erection of supplied material and rest of the 10% of the supply value is payable only upon successful testing
and commissioning, settlement of material reconciliation statements and approval of the final bill, in accordance
with contractual provisions. The later part of retention money (10% of the supply value on approval of final bill)
may also be released against submission of a bank guarantee upon completion of the work and prior to approval of
the final bill, if our Company opts for it; and
123(ii) In respect of the erection portion, 70% of the value of work executed (or 80% in cases where mobilization advance
is not availed or has become inadmissible) is payable against Running Account (RA) bills duly certified by the
Engineer-in-Charge within the timelines specified in the contract, generally within 30 days from certification. A
further 10% of the erection value is released in three equal instalments upon achievement of approximately 33%,
66% and 100% of the work, including stringing and rectification of defects, subject to certification by the competent
authority. The balance 10% of the erection value is payable only upon successful testing and commissioning,
settlement of material reconciliation statements and approval of the final bill, in accordance with contractual
provisions.
Advance Payment Guarantees (APGs)
Some clients provide advance of around 5–10% of the value of the contracts for mobilization of equipment and resources.
And in return, we have to provide a similar bank guarantee to safeguard against any default or misuse of such equipment
and resources. This advance payment guarantee is valid for the period of the contracts.
Our Company has availed certain non-fund-based limits from our bankers for issuance of bank guarantees, which are
issued by the bankers against a margin money which typically ranges up to approximately 15-20% of such bank guarantee
amount that is retained in fixed deposit with the issuing bank and rest of the exposure is secured against collateral of
immovable property, if available. Such fixed deposits are lien marked to the bank until the validity of such bank
guarantees. In addition where immovable property is not available for collateral, we are also required to provide collateral
security which generally ranges from 30%-50% for incremental non-fund based (and fund based) limits in the form of
separate fixed deposits. Such fixed deposits are lien marked to the bank until the limits are surrendered to the Bank. These
fixed deposits have varied tenure from one to five years and are renewed at the end of tenure till the validity of such
limits and/or bank guarantee. Whenever, our Company is required to issue a bank guarantee over and above the sanctioned
non-fund based limits, 100% margin money is required for issuance of such bank guarantee. Therefore, after full
utilisation of the non-fund based limits the entire bank guarantee amount is required to be retained in fixed deposit, which
is lien marked to the bank until the validity of such bank guarantee.
The table below sets out the details of fixed deposits earmarked for issuance of bank guarantees, revenue from operations,
and fixed deposits earmarked for issuance of bank guarantees as a percentage of revenue from operations for Fiscals and
period indicated:
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025*
Fixed deposits earmarked for issuance of
3,975.82 2,737.65 2,236.96 2,078.33
Bank Guarantee (in ₹ lakhs) (A)
Revenue from Operations (in ₹ lakhs) (B) 27,454.28 27,943.51 18,276.16 12,023.63
Fixed deposits earmarked for issuance
of Bank Guarantee as % Revenue from 14.48 9.80 12.24 17.29
Operation (A/B) (in %)
*Not Annualized
The table below sets out the details of fixed deposits earmarked for issuance of bank guarantees and the corresponding
holding period of such fixed deposits for the Fiscals and periods indicated:
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Fixed deposits earmarked for issuance of
3,975.82 2,737.65 2,236.96 2,078.33
Bank Guarantee (in ₹ lakhs)
Average holding period for fixed deposits
earmarked for issuance of Bank Guarantee 19 17 16 16
(in months)*
* Rounded of in nearest integer
Note: The average holding period for fixed deposits earmarked against the issuance of Bank Guarantees has been computed by
multiplying the amount of fixed deposits outstanding as on the respective reporting period with their corresponding tenures, and
dividing the aggregate by the total amount of fixed deposits outstanding as on the respective reporting period.
124We fund a majority of our working capital requirements in the ordinary course of business from various banks,
nonbanking financial institutions, inter-corporate loans and internal accruals. As on December 31, 2025, the outstanding
amount under the fund based working capital facilities of our Company was ₹ 2,739.32 lakhs and the outstanding amount
under non-fund-based facilities availed by our Company, was ₹ 12,704.26 lakhs. For details, see “Financial
Indebtedness” on page 374.
Our Unexecuted order book was ₹ 74,460.27 lakhs as on December 31, 2025, consisting of awarded project for which
execution is pending as well as under execution project. Therefore, in order to increase our revenues by undertaking more
projects, to tap into growing market opportunities in other states, we expect our working capital requirements to increase.
While our revenue from operations for Fiscal 2023 to Fiscal 2025, has grown at a CAGR of 52.45%, in the same period
our working capital requirement has grown at a CAGR of 22.79%. In the nine months period ended December 31, 2025
and Fiscals 2025, 2024 and 2023, our revenue from operations was ₹ 27,454.28 lakhs, ₹ 27,943.51 lakhs, ₹ 18,276.16
lakhs and ₹ 12,023.63 lakhs respectively and in the same period and Fiscals our working capital requirements were ₹
14,984.78 lakhs, ₹ 8,505.09 lakhs, ₹ 6,487.30 lakhs and ₹ 5,641.14 lakhs respectively.
Accordingly in view of the above, we propose to utilise ₹ 5,500.00 lakhs from the Net Proceeds to fund the long-term
working capital requirements of our Company in Fiscal 2027 and Fiscal 2028.
Basis of estimation of working capital requirement
a. Existing Working Capital
The Details of the Company’s working capital requirements for the nine months period ended December 31, 2025 and
Fiscals 2025, 2024 and 2023, derived from the Restated Financial Information and source of funding of the same are
provided in the table below:
(in ₹ lakhs)
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Current Asset
(a) Inventories 788.73 747.16 194.79 266.95
(b) Financial Assets
(i) Trade receivables 14,406.60 9,011.20 6,989.09 5,781.65
(ii) Other Financial assets (including
Balances with banks held as margin 5,007.58 2,640.02 1,074.74 1,089.76
money)
(iii) Loans 1.77 - - -
(c) Other current assets 895.82 538.55 181.05 212.35
Total Current Assets (A) 21,100.50 12,936.93 8,439.67 7,350.71
Other Financial Assets (Non-Current)
1,326.70 842.80 1,866.69 1,739.00
(B)
Current Liabilities
Trade payables (including MSMEs and
5,356.23 4,516.94 2,906.79 2,538.24
Other than MSMEs)
Other Financial Liabilities 567.24 204.15 191.86 155.35
Short-term provisions 24.69 8.46 2.40 1.08
Other Current liabilities 1,494.27 545.09 718.01 753.90
Total Current Liabilities (C) 7,442.43 5,274.64 3,819.06 3,448.57
Net Working Capital (A+B-C) 14,984.78 8,505.09 6,487.30 5,641.14
Source of Funds
Internal Accruals/Borrowings availed by 8,505.09 6,487.30 5,641.14
14,984.78
our Company
Note: As certified by Statutory Auditors O.M.M.S & Associates by way of its certificate dated April 04, 2026.
b. Estimated Working Capital Requirement
We propose to utilize ₹5,500.00 lakhs of the Net Proceeds in Fiscal 2027 and Fiscal 2028 towards our Company’s
working capital requirements. Any additional working capital requirement of our Company shall be met through internal
accruals and / or cash credit and / or working capital borrowings.
125Considering the existing working capital requirements and as expected for the future, our Board of Directors, pursuant
to their resolution dated April 04, 2026 has approved the estimated working capital requirements for Fiscal 2026, Fiscal
2027 and Fiscal 2028 and the proposed funding of such working capital requirements which are detailed below:
(in ₹ lakhs)
Particulars Fiscal 2026 Fiscal 2027 Fiscal 2028
Current Asset
(a) Inventories 796.77 1,326.50 1,908.86
(b) Financial Assets
(i) Trade receivables 16,468.48 23,220.56 32,840.99
(ii) Other Financial assets (including Balances
5,283.96 7,222.76 9,414.96
with banks held as margin money)
(iii) Loans - - -
(c) Other current assets 892.41 1,249.37 1,499.24
Total Current Assets (A) 23,441.62 33,019.19 45,664.05
Other Financial Assets (Non-Current) (B) 1,485.59 2,599.79 4,549.62
Current Liabilities
Trade payables (including MSMEs and Other than
6,202.90 8,145.03 10,903.64
MSMEs)
Other Financial Liabilities 599.05 898.57 1,258.00
Short-term provisions 28.25 27.54 26.85
Other Current liabilities 1,531.46 1,493.18 1,455.85
Total Current Liabilities (C) 8,361.66 10,564.32 13,644.34
Net Working Capital (A+B-C) 16,565.55 25,054.66 36,569.33
Source of Funds
Internal Accruals/Borrowings availed by our
16,565.55 22,554.66 31,069.33
Company
Net Proceeds from Fresh Issue - 2,500.00 5,500.00
Note: As certified by Statutory Auditors O.M.M.S & Associates by way of its certificate dated April 04, 2026.
Holding levels and key assumptions for working capital requirements
The following table sets forth the details of the holding period (with days rounded to the nearest whole number)
considered for the nine months period ended December 31, 2025 and Fiscal 2025, Fiscal 2024 and Fiscal 2023, on the
basis of Restated Financial Statements, as well as estimated for Fiscal 2026, Fiscal 2027 and Fiscal 2028.
Nine
months
Fiscal Fiscal Fiscal period Fiscal Fiscal Fiscal
Particulars
2023 2024 2025 ended 2026 2027 2028
December
31, 2025
Current Assets
Number of Days of
176 140 118 142 131 128 126
Trade Receivables(1)
Number of Days for
9 4 11 9 7 8 8
Inventory(2)
Number of Days of
Other Financial
Assets (including
86 59 46 62 54 54 54
Balances with banks
held as margin
money) (3)
Number of Days of
Other Current Assets 6 4 7 9 7 7 6
(4)
Current Liability
Number of Days for
86 63 68 60 56 51 47
Trade Payables (5)
126Nine
months
Fiscal Fiscal Fiscal period Fiscal Fiscal Fiscal
Particulars
2023 2024 2025 ended 2026 2027 2028
December
31, 2025
Number of Days for
Other Financial 5 4 3 6 5 5 5
Liabilities (6)
Number of Days for
Other Current 23 14 7 15 12 8 6
liabilities (7)
Note: As certified by Statutory Auditors by way of their certificate dated April 04, 2026.
1.Trade Receivables days are calculated as Trade receivables at the end of the year divided by revenue from operations for the year
multiplying by no. of days in a year.
2.Inventories days are calculated as Inventory at end of the year divided by cost of goods sold for the year multiplying by no. of days
in a year.
3. Other Financial Assets (Including Non-Current) days calculated as Other Financial Assets (Including Non-Current) at the end of
the year divided by Revenue from operations for the year multiplying by no. of days in a year.
4.Other current assets days calculated as Other current assets at the end of the year divided by Revenue from operations for the year
multiplying by no. of days in a year.
5. Trade Payable days calculated as Trade Payables at the end of the year divided by cost of goods sold for the year multiplying by
no. of days in a year.
6. Other financial liabilities days calculated as Other financial liabilities at the end of the year divided by Revenue from operations
for the year multiplying by no. of days in a year.
7.Other current liabilities days calculated as Other current liabilities at the end of the year divided by Revenue from operations for
the year multiplying by no. of days in a year.
Assumptions for holding period levels
The working capital projections are based on certain key assumptions, as set out below
Particulars Assumptions
Current Asset
Inventories The holding levels for inventories for nine months period ended December 31, 2025
and Fiscal 2023, 2024 and, 2025 were 9 days, 9 days, 4 days, and 11 days of the cost
of goods sold, respectively. Inventories include material inventories of various
products and components required in the EPC projects. Our Company procure the
material as and when required as per the phase of the project and on receipt of
approval from client, our Company dispatch the same at project site and hence, our
inventory days are less in comparison. During the Fiscal 2026, 2027 and 2028,
inventories are expected to be in the range of 7-8 days, as we feel that similar
inventory for ongoing projects will be required.
Trade Receivables The receivables for the nine months period ended December 31, 2025 and Fiscals
2025, 2024 and 2023 were 142 days, 118 days, 140 days and 176 days. of the
revenue from operations, respectively. Generally, we extend credit up to 30-45 days,
our trade receivable amount also contains amount held by client as retention money,
which are tied up generally for the period of 18-24 months, which increase our
overall trade receivable days of the Company. For the Fiscal 2026, Our Company
expects the trade receivable period in the same range of 131 days, which will be
decreased further to 128 days in Fiscal 2027 and 126 days in Fiscal 2028.
Trade receivables of our Company also includes RetentionMoney held by the
customers i.e., 20% of the contract amount, in case of government projects, and 10%
of the contract amount, in case of private projects, which can be released against
bank guarantee backed by collateral, if the contract terms permits the same.
Substantial part of our order book contains contracts awarded by GETCO, for which
newly revised payment terms for the supply and erection portion are as described
below:
(i) In respect of the supply portion, upon delivery of materials at site and
submission of invoice along with applicable GST, duties and supporting
documents as prescribed under the contract, our Company is entitled to receive
127Particulars Assumptions
70% of the supply value where interest-bearing mobilization advance has been
availed, or 80% of the supply value where such advance has not been availed
or has become inadmissible. The balance 10% of the supply value is released
against erection of supplied material and rest of the 10% of the supply value is
payable only upon successful testing and commissioning, settlement of
material reconciliation statements and approval of the final bill, in accordance
with contractual provisions. The later part of retention money (10% of the
supply value on approval of final bill) may also be released against submission
of a bank guarantee upon completion of the work and prior to approval of the
final bill, if our Company opts for it; and
(ii) In respect of the erection portion, 70% of the value of work executed (or 80%
in cases where mobilization advance is not availed or has become inadmissible)
is payable against Running Account (RA) bills duly certified by the Engineer-
in-Charge within the timelines specified in the contract, generally within 30
days from certification. A further 10% of the erection value is released in three
equal instalments upon achievement of approximately 33%, 66% and 100% of
the work, including stringing and rectification of defects, subject to
certification by the competent authority. The balance 10% of the erection value
is payable only upon successful testing and commissioning, settlement of
material reconciliation statements and approval of the final bill, in accordance
with contractual provisions.
Other Financial Assets Other Financial Assets primarily consists of Deposit with banks held as margin
(including Balances with money for non-fund-based facility, Contract Assets and other financial assets. The
banks held as margin money) holding period for the nine months period ended December 31, 2025 and Fiscal
2025, 2024 ,2023 were 62 days, 46 days, 59 days and 86 days, respectively.
Our working capital requirement arisen from the need of keeping bank balances in
the form of fixed deposits towards collateral security for fund based and non-fund
based limits, issuance of bank guarantee, either within sanctioned limits or beyond
sanctioned limits. We are required to submit various bank guarantees to our clients
including earnest money deposit at the time of bidding, performance bank guarantees
at the time of L1 declaration and contract performance bank guarantee on completion
of project till defect liability period expiry.
Our Company has availed certain non-fund-based limits from our bankers for
issuance of bank guarantees, which are issued by the bankers against a margin money
which typically ranges up to approximately 15-20% of such bank guarantee amount
that is retained in fixed deposit with the issuing bank and the rest of the exposure is
secured against collateral of immovable property, if available. Such fixed deposits
are lien marked to the bank until the validity of such bank guarantees. In addition
where immovable property is not available for collateral, we are also required to
provide collateral security which generally ranges from 30%-50% for incremental
non-fund based (and fund based) limits in the form of separate fixed deposits. Such
fixed deposits are lien marked to the bank until the limits are surrendered to the Bank.
These fixed deposits have varied tenure from one to five years and are renewed at
the end of tenure till the validity of such limits and/or bank guarantee. Whenever,
our Company is required to issue a bank guarantee over and above the sanctioned
non-fund based limits, 100% margin money is required for issuance of such bank
guarantee in form of fixed deposits.
In light of the above and the fast pace growth of overall business, increasing
proportion of business our Company will require bank guarantee for the execution
of the current order book and expected order wins. Resultantly, this in terms of
number of days of revenue from operations, are expected to be 54 days in Fiscal
2026, Fiscal 2027 and 2028, on account of high number of bank deposits for bank
guarantee requirement.
Other Current Assets Other Current Assets primarily consists of Advance given to suppliers, Balance with
Government Authorities and Prepaid expenses. The holding period for the nine
months period ended December 31, 2025 and Fiscals 2025, 2024, and 2023 were 9
days, 7 days, 4 days, 6 days, respectively. For the Fiscal 2026, 2027 and 2028, our
128Particulars Assumptions
Company expects the aforesaid period to reduce going forward and remain within
the range of approximately 6–7 days
Current Liability
Trade Payables Our Trade Payable days for nine months period ended December 31, 2025 and
Fiscals 2025, 2024, and 2023 was 60 days, 68 days, 63 days and 86 days. ,
respectively. Going forward, in Fiscal 2026, 2027 and 2028, we expect our trade
payables to be in the range of 47-56 days. With the planned expansion of our
business and entry into new geographies, we will be required to onboard additional
suppliers for our ongoing projects at new project sites. Since these new suppliers
may not be willing to extend long credit periods, we may need to make advance
payments for raw materials or settle dues within shorter credit tenures. Further, Our
Company expects more favourable prices of material procured against advance
payment and lesser payment duration terms, resulting into lower trade payable
holding period. Consequently, the creditor days are expected to decline from 60 days
in the nine months period ended December 31, 2025 to 56 days in Fiscal 2026, 51
days in Fiscal 2027 and 47 days in Fiscal 2028.
Other Financial Liabilities Other Financial Liabilities primarily consists of Employee related payables, Interest
accrued, Payable towards capital expenditure and other expenses and Security
deposits. The holding period for the nine-months period ended December 31, 2025
and Fiscal 2025, 2024, and 2023 were 6 days, 3 days, 4 days and 5 days, respectively.
The increase in holding period during the nine-months period ended December 31,
2025, is primarily due to increase in security deposit from the sub-contractors. With
the increase in our operations, we further expect increase in such security deposits.
For Fiscal 2026, 2027 and 2028, our Company expects the period of other financial
liabilities around 5 days.
Other Current Liabilities Other Current Liabilities primarily consists of Statutory Dues Payables, Amount due
to Customer (Unearned Revenue) and Advance from Customer. The holding period
for the nine months period ended December 31, 2025 and Fiscal 2025, 2024, 2023
were 15 days 7 days, 14 days, 23 days. For the Fiscal 2026, 2027 and 2028, Our
Company expects the period to decrease to 12 days, 8 days and 6 days, respectively.
4. General Corporate Purpose:
Our Company proposes to deploy the balance Net Proceeds aggregating to ₹ 2,810.82 lakhs towards general corporate
purposes, subject to such amount not exceeding 25% of the Gross Proceeds, in compliance with the SEBI ICDR
Regulations. The general corporate purposes for which our Company proposes to utilize Net Proceeds include, but not
limited to, funding growth opportunities, working capital requirements, acquisitions or strategic initiatives, strengthening
marketing capabilities, brand building exercises and business development initiatives and any other purpose as may be
approved by our Board or a duly appointed committee from time to time, subject to compliance with applicable laws,
incurred by our Company in the ordinary course of business, as may be applicable. The quantum of utilization of funds
towards each of the above purposes will be determined by our Board, based on the amount actually available under this
head and our business requirements and other relevant considerations, from time to time. Our management, in accordance
with the policies of our Board, shall have flexibility in utilizing surplus amounts, if any. In addition to the above, our
Company may utilize the balance Net Proceeds towards any other expenditure considered expedient and as approved
periodically by our Board or a duly appointed committee thereof, subject to compliance with applicable laws. In the event
that we are unable to utilize the entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal,
we will utilize such unutilized amount in the subsequent Fiscals.
All charges, fees and expenses associated with and incurred in connection with the Offer, except listing fees which shall
be borne by our Company, shall be paid by our Company in the first instance. Upon the successful completion of the
Offer, each Promoter Selling Shareholder will reimburse our Company, in proportion to its portion of the Equity
Shares in the Offer, for expenses, as agreed upon between our Company and the respective Promoter Selling
Shareholders, that have been incurred by our Company, on behalf such Promoter Selling Shareholder, in accordance with
Section 28 of the Companies Act, 2013. However, in the event any Promoter Selling Shareholder withdraws,
abandons or terminates its participation in the Offer for Sale at any stage prior to the completion of the Offer, such
Promoter Selling Shareholder will reimburse to our Company all costs, charges, fees and expenses incurred in connection
with the Offer on a pro-rata basis, up to the date of such withdrawal, abandonment or termination with respect to such
Promoter Selling Shareholder in a reasonable manner as may be mutually agreed between our Company and the
Promoter Selling Shareholder. Additionally, in the event that the Offer is postponed or withdrawn or abandoned for any
129reason or is not successfully completed, our Company and the Promoter Selling Shareholders will on a pro-rata basis be
liable for the expenses incurred in relation to the Offer.
Offer Related Expenses
The total expenses of the Offer are estimated to be approximately ₹ 1,499.51 lakhs. The expenses of this Offer include,
among others, listing fees, underwriting fees, selling commission, fees payable to the BRLM, fees payable to legal
counsels, Registrar to the Offer, Bankers to the Offer, processing fee to the SCSBs for processing Bid cum Application
Forms, brokerage and selling commission payable to members of the Syndicate, Registered Brokers, Collecting RTAs
and CDPs, printing and stationery expenses, advertising and marketing expenses and all other incidental and
miscellaneous expenses for listing the Equity Shares on the Stock Exchanges.
The break-up of the estimated Offer expenses is set forth below:
As a % of total
Estimated
estimated As a % of
Activity expenses(1) (in ₹
Offer related Offer size(1)
lakhs)
expenses(1)
Fees payable to the BRLM and commissions (including 1,075.41 71.72 7.17
underwriting commission, brokerage and selling
commission)
Commission/ processing fee for SCSBs and Bankers to the 13.37 0.89 0.09
Offer and fees payable to the Sponsor Banks for Bids made
by UPI Bidders. Brokerage, selling commission and bidding
charges for the members of the Syndicate, Registered
Brokers, RTAs and CDPs(2)(3)(4)(5)(6)
Fees payable to Registrar to the Offer 1.30 0.09 0.01
Others:
Listing fees, SEBI filing fees, book building software fees, 77.64 5.18 0.52
NSDL and CDSL fee and other regulatory expenses
Printing and stationery expenses 10.36 0.69 0.07
Advertising and marketing expenses 186.16 12.41 1.24
Fees payable to other advisors to the offer, including but not 35.27 2.35 0.23
limited to professional service provider, industry service
provider and Monitoring Agency
Fees payable to the legal counsels to the Offer 100.00 6.67 0.66
Total estimated Offer expenses 1,499.51 100.00 9.99
1. Offer expenses excluding of Goods and Services tax. Offer expenses are estimates and are subject to change.
2. Selling commission payable to the SCSBs on the portion for RIIs and Non-Institutional Investors which are directly procured and uploaded by
the SCSBs, would be as follows:
Portion for RIIs 0.15% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors 0.10% 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 the Company and the Promoter Selling Shareholders to the SCSBs on the
applications directly procured by them.
3. Processing fees payable to the SCSBs for capturing Syndicate Member/Sub-syndicate (Broker)/Sub-broker code on the ASBA Form for Non-
Institutional Investors and Qualified Institutional Investors with bids above ₹5.00 lakhs would be ₹ 10 plus applicable taxes, per valid
application.
Notwithstanding anything contained above the total processing fee payable under this clause will not exceed ₹2.50 lakhs (plus applicable taxes)
and in case if the total processing fees exceeds ₹ 2.50 lakhs (plus applicable taxes) then processing fees will be paid on pro-rata basis for portion
of (i) Non-Institutional Investors and (ii) Qualified Institutional Investors, as applicable.
4. Selling Commission on the portion for RIIs (using the UPI Mechanism), Non-Institutional Investors which are procured by members of the
Syndicate (including their sub-Syndicate Members), RTAs and CDPs or for using 3-in-1 type accounts- linked online trading, demat & bank
account provided by some of the Registered Brokers which are members of Syndicate (including their Sub-Syndicate Members) would be as
follows:
Portion for RIIs 0.15% of the Amount Allotted* (plus applicable taxes)
Portion for Non-Institutional Investors 0.10% 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 RII upto ₹ 2.00 lakhs and Non-Institutional Bidders from ₹ 2.00 lakhs -₹ 5.00 lakhs, on the basis of the application form number / series,
provided that the application is also bid by the respective Syndicate / Sub-Syndicate Member. For clarification, if a Syndicate ASBA application
on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the Selling Commission will be payable to
the SCSB and not the Syndicate / Sub-Syndicate Member.
130(ii). For Non-Institutional Bidders (above ₹ 5 lakhs), Syndicate ASBA Form bearing SM Code & 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.
The payment of selling commission payable to the sub-brokers / agents of sub-syndicate members are to be handled directly by the respective
sub-syndicate member. The selling commission and bidding charges payable to Registered Brokers, the RTAs and CDPs will be determined on
the basis of the bidding terminal ID as captured in the bid book of BSE or NSE.
5. Uploading charges:
(i) payable to members of the Syndicate (including their sub-Syndicate Members), on the applications made using 3-in-1 accounts would be ₹
10 per valid application (plus applicable taxes), per valid application bid by the Syndicate (including their sub-Syndicate members);
(ii) payable to SCSBs on the QIB Portion and Non-Institutional Investors (excluding UPI Bids) which are procured by the Syndicate/Sub-
Syndicate/Registered Brokers/RTAs and CDPs and submitted to SCSBs for blocking and uploading, would be ₹ 10 per valid application (plus
applicable taxes).
The selling commission and bidding charges payable to Syndicate (including their sub-Syndicate Members), 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.
Notwithstanding anything contained above, the total uploading charges payable under this clause will not exceed overall maximum cap of ₹
1.50 lakhs (plus applicable taxes) and in case if the total uploading charges exceeds ₹ 1.50 lakhs (plus applicable taxes) then the total uploading
fees will be paid on pro-rata basis for portion of (i) Retail Individual Investors and (ii) Non-Institutional Investors, as applicable.
6. Selling commission/ uploading charges payable to the Registered Brokers on the portion for RIIs 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 RIIs ₹ 10 per valid application (plus applicable taxes)
Portion for Non-Institutional Investors ₹ 10 per valid application (plus applicable taxes)
Notwithstanding anything contained above the total Selling commission/ uploading charges payable to the Registered Brokers under this clause
will not exceed overall maximum cap of ₹ 1.00 lakhs (plus applicable taxes) and in case if the total Selling commission/ uploading charges
exceeds ₹ 1.00 lakhs (plus applicable taxes) then total Selling commission/ uploading charges will be paid on pro-rata basis for portion of (i)
Retail Individual Investors and (ii) Non-Institutional Investors, as applicable.
7. Uploading charges/ Processing fees for applications made by RIIs (up to ₹ 200,000) and Non-Institutional Investors (for an amount more than
₹ 200,000 and up to ₹ 500,000) using the UPI Mechanism would be as under:
Payable to members of the Syndicate (including their sub- ₹ 10 per valid application (plus applicable taxes)*
Syndicate Members)/ RTAs / CDPs/ Registered Brokers*
Payable to Sponsor Banks HDFC Bank Limited
-Up to 1,00,000 calid UPI applications ₹ Nil /-per valid application (plus
applicable taxes).
-Above 1,00,000 valid UPI applications ₹ 6.50 plus applicable taxes per
UPI Valid Application (plus applicable taxes).
Yes Bank Limited
-Up to 1,00,000 valid UPI applications ₹ Nil /-per valid application (plus
applicable taxes).
-Above 1,00,000 valid UPI applications ₹ 6.00 plus applicable taxes per
UPI Valid Application (plus applicable taxes).
The Sponsor Bank shall be responsible for making payments to the third
parties such as remitter bank, the NPCI and such other parties as required
in connection with the performance of its duties under the SEBI circulars,
the Syndicate Agreement and other applicable laws.
All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement.
* The total uploading charges/ processing fees payable to members of the Syndicate (including their sub-Syndicate Members), RTAs, CDPs,
Registered Brokers will be subject to a maximum cap of ₹2.50 lakhs (plus applicable taxes). In case the total uploading charges/processing fees
payable exceeds ₹2.50 lakhs, then the amount payable to members of the Syndicate (including their sub-Syndicate Members), 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 ₹2.50 lakhs.
Notwithstanding anything contained above the total processing / uploading / bidding charges under above clauses payable to Syndicate/ Sub
Syndicate members, SCSBs, RTAs, CDPs, Registered Brokers will not exceed ₹ 7.50 lakhs (plus applicable taxes) and in case if the total
processing / uploading / bidding charges exceeds ₹ 7.50 lakhs (plus applicable taxes) then total processing / uploading / bidding charges will
be paid on pro-rata basis except the fee payable to respective Sponsor Banks.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter
banks (SCSBs) only after such banks provide a written confirmation on compliance with the format as prescribed by
SEBI, from time to time, including in compliance with the SEBI RTA Master Circular and the SEBI ICDR Master
Circular and such payment of processing fees to the SCSBs shall be made in compliance with circulars prescribed by
SEBI and applicable law.
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 Book Running Lead Manager shall ensure that the payment of processing fee or selling commission to the
intermediaries shall be released only after ascertaining that there are no pending complaints pertaining to block or unblock
131of Bids by UPI Bidders, receiving the confirmation on completion of unblocks from Sponsor Banks or SCSBs and
certification from RTA/ SCSBs.
Interim use of the Net Proceeds
Our Company, in accordance with applicable laws, policies established by our Board from time to time and in order to
attain the Objects set out above, will have flexibility to deploy the Net Proceeds. Pending utilization of the Net Proceeds
for the purposes described in this section, our Company may only invest the Net Proceeds in deposits in one or more
scheduled commercial banks included in the Second Schedule of the Reserve Bank of India Act, 1934, as may be
approved by our Board. In accordance with Section 27 of the Companies Act, our Company confirms that, other than as
specified in this section for the purposes of the Objects, it shall not use the Net Proceeds for buying, trading or otherwise
dealing in equity securities or any equity linked securities.
Appraising entity
None of the objects for which the Net Proceeds will be utilised have been financially appraised by any agency. For further
details, see “Risk Factors - Objects of the Fresh Issue for which the funds are being raised have not been appraised by
any bank or financial institutions. Any variation in the utilization of our Net Proceeds as disclosed in this Prospectus
would be subject to certain compliance requirements, including prior Shareholders' approval.” on page 58.
Bridge financing facilities
Our Company has not raised any bridge loans from any bank or financial institution as of the date of this Prospectus,
which are proposed to be repaid from the Net Proceeds.
Monitoring of utilization of funds
Our Company has appointed Crisil Ratings Limited as the monitoring agency to monitor utilization of proceeds from the
Fresh Issue, prior to filing of this Prospectus with the RoC, in accordance with Regulation 41 of the SEBI ICDR
Regulations. Our Company undertakes to place the Gross Proceeds in a separate bank account which shall be monitored
by the Monitoring Agency for utilization of the Gross Proceeds. Our Company undertakes to place the report(s) of the
Monitoring Agency on receipt before the Audit Committee in accordance with the timelines prescribed under applicable
laws. Our Company will disclose the utilization of the Gross Proceeds, including interim use, under a separate head in its
balance sheet for such fiscal periods as required under the SEBI ICDR Regulations, the SEBI Listing Regulations and
any other applicable laws or regulations, specifying the purposes for which the Gross Proceeds have been utilized. Our
Company will also, in its balance sheet for the applicable fiscal periods, provide details, if any, in relation to all such
Gross Proceeds that have not been utilized, if any, of such currently unutilized Gross Proceeds.
Pursuant to Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis, disclose to the
Audit Committee the uses and applications of the Net Proceeds, which shall discuss, monitor and approve the use of the
Net Proceeds along with our Board. On an annual basis, our Company shall prepare a statement of funds utilized for
purposes other than those stated in this Prospectus and the Prospectus and place it before the Audit Committee and make
other disclosures as may be required until such time as the Net Proceeds remain unutilized. Such disclosure shall be made
only until such time that all the Net Proceeds have been utilized in full. The statement prepared on an annual basis for
utilization of the Net Proceeds shall be certified by the Statutory Auditors.
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 utilization of the proceeds
of the Fresh Issue from the Objects; and (ii) details of category wise variations in the actual utilization of the proceeds of
the Fresh Issue from the Objects. This information will also be published on our website.
Variation in Objects
In accordance with Sections 13(8) and 27 of the Companies Act and the SEBI ICDR Regulations, our Company shall not
vary the Objects, without our Company being authorized to do so by its Shareholders by way of a special resolution. 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 shall simultaneously be published
in the newspapers, one in English and one in Gujarati, being the regional language of the jurisdiction where our Registered
Office is situated. Pursuant to the Companies Act, the Promoters and controlling Shareholders, as of the time of such
proposed variation, will be required to provide an exit opportunity to the Shareholders who do not agree to such proposal
to vary the Objects, subject to the provisions of the Companies Act and in accordance with such terms and conditions,
including in respect of pricing of the Equity Shares, in accordance with the provisions of the Companies Act and the
SEBI ICDR Regulations. Also see, “Risk Factors — Objects of the Fresh Issue for which the funds are being raised have
132not been appraised by any bank or financial institutions. Any variation in the utilization of our Net Proceeds as disclosed
in this Prospectus would be subject to certain compliance requirements, including prior Shareholders' approval” on
page 58.
Other confirmations
None of our Promoters, members of the Promoter Group, Directors, KMPs, Senior Management or Group Companies
will receive any portion of the Offer Proceeds and there are no material existing or anticipated transactions in relation to
utilization of the Offer Proceeds with our Promoters, members of the Promoter Group, Directors, KMPs, Senior
Management or Group Company.
133BASIS FOR OFFER PRICE
The Price Band and the Offer Price will be determined by our Company, in consultation with the Book Running Lead
Manager, on the basis of assessment of market demand for the Equity Shares offered through the Book Building Process
and on the basis of quantitative and qualitative factors as described below. The face value of the Equity Shares is ₹ 10
each and the Offer Price is 16.60 times the face value at the lower end of the Price Band and 17.50 times the face value
at the higher end of the Price Band. The Cap Price shall be minimum 105% of the Floor Price and shall not exceed 120%
of the Floor Price. Bidders should also see “Risk Factors”, “Our Business”, “Summary of Financial Information”, and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 22, 239, 76 and
377, respectively, to have an informed view before making an investment decision.
Investors should also see “Risk Factors”, “Summary of Financial Information”, “Our Business”, “Restated Financial
Information”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” beginning
on pages 22, 76, 239, 307 and 377, respectively, to have an informed view before making an investment decision.
Qualitative Factors
Some of the qualitative factors and our strengths which form the basis for computing the Offer Price are as follows:
• Track record of execution capabilities and timely completion of projects: We have over 14 years of experience as
a Gujarat-based power transmission infrastructure and distribution EPC company, with demonstrated capabilities in
delivering high-voltage (“HV”) and extra-high voltage (“EHV”) transmission lines, substations and underground
cabling projects. Our expertise covers the complete EPC value chain including design, engineering, procurement,
supply, construction, installation, and commissioning of transmission lines ranging from 11 kV to 400 kV, as well
as substation projects ranging from 66 kV to 220 kV. Our ability to deliver projects within schedule is further
supported by standardized processes, efficient resource allocation, and continuous improvement in project execution
methodologies. Numerous projects have been completed ahead of schedule, such as a 66 kV line (18 km) in 4 months
for One of the customers engaged in automobile industry and a 220 kV line (83 km) ahead of time for GETCO.
(Source: D&B Report). During the nine months period ended December 31, 2025 and the last three Fiscals, we have
completed EPC works aggregating to more than 500 CKM of transmission lines and underground cables, and 04
substations. As of December 31, 2025, our unexecuted Order Book comprised 58 projects amounting to ₹ 74,460.27
lakhs, including 51 EPC projects and 7 O&M contracts. As of December 31, 2025, we were operating and
maintaining 124 substations.
• Strong Order Book across business vertical: In the industry which we operate, order book is the considered an
indicator of future performance since it represents a committed portion of anticipated future revenue (Source: D&B
Report). As of December 31, 2025, our Order Book consisted of 58 projects aggregating to ₹ 74,460.27 lakhs. The
growth of our Order Book over the nine-months period ended December 31, 2025 and the last three Fiscals has
contributed to the scale-up of our operations and provided revenue visibility. The consistent growth in our Order
Book is a result of our execution track record, our focus on maintaining quality standards in our construction and
project execution skills.
• Strong and consistent financial performance: The significant growth of our business in the nine months period
ended December 31, 2025 and the last three Fiscals has contributed considerably to our financial strength. Our
revenue from operations increasing from ₹ 12,023.63 lakhs in Fiscal 2023 to ₹ 27,943.51 lakhs in Fiscal 2025,
representing a CAGR of 52.45%. Our profit for the year grew from ₹ 623.72 lakhs in Fiscal 2023 to ₹ 2,208.48 lakhs
in Fiscal 2025, representing a CAGR of 88.17%. During nine months period ended December 31, 2025, our Revenue
from operations, Profit after tax and EBITDA was ₹ 27,454.28 lakhs, ₹ 2,336.80 lakhs and ₹ 3,424.45 lakhs,
respectively. For the Nine months ended December 31, 2025 and for the Fiscal 2025, 2024, 2023, our EBITDA
margins were 12.38%, 12.66%, 7.85% and 9.80%, respectively, while our net profit margins were 8.45%, 7.84%,
4.02%, and 5.12% respectively.
• Experienced Promoters and Senior Management team, having domain knowledge: Our Company has achieved
significant growth and strong financial performance under the leadership and guidance of our Promoters, who bring
deep domain expertise and extensive experience in the power transmission infrastructure sector. Kalpesh Dhanjibhai
Patel, our Chairman and Executive Director, Vasantkumar Narayanbhai Patel our Whole-Time Director and
Kanubhai Patel, our Managing Director, are the Promoters and founding members of our Company who have been
on the Board since its incorporation. Together, they bring over 31 years of experience each in electronic products
and power transmission infrastructure, including extensive work as electrical contractors for government and private
134projects involving the development, operation, and maintenance of transmission lines, substations, and underground
cabling.
Quantitative Factors
Some of the information presented below relating to our Company is derived from the Restated Financial Information.
For details, see “Summary of Financial Information” and “Other Financial Information” on pages 76 and 369,
respectively.
Some of the quantitative factors which may form the basis for computing the Offer Price are as follows:
A. Basic and Diluted Earnings Per Equity Share (“EPS”) (face value of each Equity Share is ₹ 10):
Particulars Basic EPS (in ₹) Diluted EPS (in ₹) Weightage
Fiscal 2025 8.98 8.98 3
Fiscal 2024 3.01 3.01 2
Fiscal 2023 2.54 2.54 1
Weighted average for the above three Fiscals 5.92 5.92
Nine months period ended December 31, 2025* 9.17 9.17
* Not annualized
Notes:
1. Restated Basic and diluted earnings/ (loss) per equity share (in ₹) are computed in accordance with Indian Accounting
Standard 33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended). The face value of
Equity Shares of the Company is ₹ 10.
2. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each
year/Total of weights
3. Basic Earnings per Equity Share (₹) = Basic earnings per share is calculated by dividing the restated profit or loss for the
year/period by the weighted average number of Equity Shares outstanding during the year
4. Diluted Earnings per Equity Share (₹) = Diluted earnings is calculated by dividing the restated profit/(loss) for the
year/period by the weighted average number of Equity Shares outstanding during the year/period as adjusted for the
effects of all dilutive potential Equity Shares during the year; The Basic and Diluted Earnings per Share is calculated after
giving effect of bonus.
5. The figures disclosed above are based on the Restated Financial Information.
6. Pursuant to a resolution passed by our Board of Directors of the Company and Shareholders on July 23, 2025, and July 24,
2025, respectively, Board of Directors allotted Bonus equity shares in the ratio of 40:1 (Forty Equity Shares for every share
held as on record date) on July 25, 2025. The effect of such bonus issue has been adjusted retrospectively for the purpose of
computing earnings per share for all the periods presented.
B. Price/Earning (“P/E”) ratio in relation to Price Band of ₹ 166.00 to ₹ 175.00 per Equity Share and Offer Price
of ₹ 175.00 of face value of ₹10 each
P/E ratio at Floor P/E ratio at Cap P/E ratio at the
Particulars Price Price Offer Price
(number of times) (number of times) (number of times)
Based on Basic EPS as per the Restated
18.49 19.49 19.49
Financial Information for Fiscal 2025
Based on Diluted EPS as per the Restated
18.49 19.49 19.49
Financial Information for Fiscal 2025
C. Enterprise Value (EV)/ EBITDA Ratio in relation to the Price Band of ₹ 166.00 to ₹ 175.00 per Equity Share
and Offer Price of ₹ 175.00 of face value of ₹10 each
EV/ EBITDA ratio EV/ EBITDA ratio EV/ EBITDA ratio
Particulars at Floor Price at Cap Price at the Offer Price
(number of times) (number of times) (number of times)
Based on EBITDA for Fiscal 2025 16.35 17.22 17.22
135D. Industry Peer Group P/E ratio
Face Value of
Particulars P/E Ratio Name of the Peer Company Equity
Shares (in ₹)
Highest 57.52 Advait Energy Transitions Limited 10.00
Lowest 16.38 Rajesh Power Services Limited 10.00
Average 33.02
Notes:
1. The industry composite has been calculated as the arithmetic average P/E of the industry peer set disclosed in Point no. H.
2. P/E Ratio has been computed based on the closing market price of equity shares on BSE and NSE, as applicable, on February
16, 2026 divided by the diluted earnings per share for the year ended March 31, 2025.
3. Diluted earnings per share of listed industry peers mentioned above is taken as is sourced from the audited consolidated
financial statements of the relevant companies for Fiscal 2025, as available on the websites of the stock exchanges
E. Industry peer group EV/EBITDA Ratio
Based on the peer group information (excluding our Company), details of the highest, lowest and industry average
EV/ EBIDTA ratio are set forth below:
Face Value of
Particulars EV/EBITDA Ratio Name of the Peer Company Equity
Shares (₹)
Highest 34.53 Advait Energy Transitions Limited 10.00
Lowest 13.13 Rajesh Power Services Limited 10.00
Average 21.64
Notes:
1. The industry composite has been calculated as the arithmetic average EV/EBITDA of the industry peer set as disclosed in
Point no. H.
2. Enterprise Value is computed as the market capitalization plus the net debt as on March 31, 2025. Net debt for the year
ended March 31, 2025 has been computed as Total Debt minus Cash and cash equivalents minus bank balances, where-as
Total Debt is computed as Non-Current Borrowings plus Current Borrowings. Market capitalisation is calculated on closing
market price of equity shares on BSE and NSE, as applicable, on February 16, 2026 multiplied by closing number of shares
as on March 31, 2025.
3. EBITDA has been computed as profit before tax plus Finance Costs, Depreciation and amortisation expense excluding other
income.
F. Return on Net worth (“RoNW”) as per Restated Financial Information
Particular RoNW (%) Weightage
Fiscal 2025 30.40 3
Fiscal 2024 14.64 2
Fiscal 2023 14.38 1
Weighted average for the above three Fiscals 22.48
Nine months period ended December 31, 2025* 19.50
* Not annualized
Notes:
1. Return on Net Worth (RoNW) (%) = Restated total profit /(loss) for the Fiscal/ period / Net Worth as restated for the relevant
Fiscal / period.
2. For the purposes of the above, “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 each as applicable for
the Company on restated basis.
3. The weighted average RoNW is a product of RoNW for nine months period ended December 31, 2025 and for the Fiscals
2025, 2024 and 2023 and the respective assigned weight, dividing the resultant by total aggregate weight. i.e. [ (Net Worth x
Weight) for the year] / [Total of Weight]
136G. Net Asset Value (“NAV”) per Equity Share of face value of ₹10 each
Particulars Amount (in ₹)
As on December 31, 2025 44.93
As on March 31, 2025 29.53
After the completion of the Offer
- At the Floor Price 71.71
- At the Cap Price 73.71
- At the Offer Price 73.71
Notes:
1. Net Assets Value per Equity Share = Net worth / Number of outstanding shares at the end of financial year or period.
2. For the purposes of the above, “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 each as applicable for the
Company on restated basis.
[remainder of the page has been intentionally left blank]
137H. Comparison of accounting ratios with Listed Industry Peers
EPS Net Asset Value
Revenue from Face value
Name of the Consolidated/ per Equity EBITDA EV/
Operations per equity Basic Diluted P/E Ratio (x) RoNW (%)
company Standalone Share (₹ per (in ₹ lakhs) EBITDA (x)
(in ₹ lakhs) share (in ₹) (in ₹) (in ₹)
sha re)
Om Power Standalone 27,943.51 10.00 8.98 8.98 29.53 19.49 30.40 3,565.60 17.22
Transmission
Limited*
Listed Peers@**
Rajesh Power Consolidated 1,10,743.63 10.00 57.74 57.74 146.31 16.38 35.44 13,374.69 13.13
Services Limited
Advait Energy Consolidated 39,910.91 10.00 29.06 28.82 182.03 57.52 16.27 5,056.34 34.53
Transitions
Limited
Viviana Power Consolidated 21,896.15 10.00 32.19 32.04 95.10 25.15 34.65 3,218.22 17.27
Tech Limited
@ The peers of the Company have been selected on the basis of the following criteria: (i) Sector and Service Scope: Peer companies should operate in the EPC contracting space, specifically for electrical infrastructure such as transmission
lines and substations; (ii) Geographic and Market Presence: Listed Companies with significant project execution experience across various states or with government/utility contracts are ideal peers;
**All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on standalone basis) and is sourced from the financial statements of the respective companies for the year
ended March 31, 2025 submitted to the Stock Exchanges.
*Financial information of the Company has been derived from the Restated Financial Information.
Notes:
1. P/E ratio for the listed industry peers has been computed based on the closing market price of equity shares on BSE Limited (“BSE”) and National Stock Exchange (“NSE”), as applicable, as on February 16, 2026 divided by the diluted
earnings per share for the year ended March 31, 2025.
2. Enterprise Value is computed as the market capitalization plus the net debt as on March 31, 2025. Net debt for the year ended March 31,2025 has been computed as Total Debt minus Cash and cash equivalents minus bank balances, where-
as Total Debt is computed as Non-Current Borrowings plus Current Borrowings. Market capitalisation is calculated on closing market price of equity shares on BSE and NSE, as applicable, on February 16, 2026 multiplied by closing
number of shares as on March 31, 2025.
3. Enterprise Value of our company is computed as the market capitalization plus the net debt as on March 31, 2025. Net debt for the year ended March 31, 2025 has been computed as Total Debt minus Cash and cash equivalents minus bank
balances, where-as Total Debt is computed as Non-Current Borrowings plus Current Borrowings. While, market capitalization of our Company is calculated as Post Offer No of Shares multiplied by offer price per share.
4. Return on Net Worth (%) = Ratio of Profit /(loss) for the Fiscal 2025 to Restated Net Worth as of the last day of the Fiscal 2025. 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 each as applicable.
5. Net Asset Value per Equity Share = Net worth / Number of outstanding shares at the end of Fiscal 2025. 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 each as applicable.
6. EBITDA for the Company the year ended March 31, 2025 is calculated as Restated profit before tax plus Finance Costs, Depreciation and amortisation expense excluding other income.
For further details of non-GAAP measures, see the section “Other Financial Information” on page 369, to have a more informed view.
138I. Key Performance Indicators
The KPIs disclosed below have been used historically by our Company to understand and analyze its business
performance, which in result, help us in analyzing the growth of business. 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 April 04, 2026. Further,
the members of the 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 period prior to the date of filing of this
Prospectus. Further, the KPIs disclosed herein have been certified by O.M.M.S & Associates, Statutory Auditors,
pursuant to a certificate dated April 04, 2026.
Our Company shall continue to disclose the KPIs disclosed in this section, on (a) one year after the date of listing
of the Equity Shares on the Stock Exchanges; or (b) complete utilisation of the proceeds of the Fresh Issue as
disclosed in “Objects of the Offer” on page 112, or for such other duration as may be required under the SEBI ICDR
Regulations.
Details of KPIs for the nine months period ended December 31 2025 and Fiscal 2025, 2024 and 2023:
As at and for the period/Fiscal ended
Nine months
Sr. period
Particulars Unit
No. ended Fiscal 2025 Fiscal 2024 Fiscal 2023
December
31, 2025*
GAAP Measures
1. Total Income (in ₹ Lakhs) 27,650.19 28,164.77 18,439.45 12,170.73
2. Revenue from (in ₹ Lakhs)
27,454.28 27,943.51 18,276.16 12,023.63
Operations
3. Profit After Tax (in ₹ Lakhs) 2,336.80 2,208.48 741.24 623.72
4. Operating Cash (in ₹ Lakhs)
(3,738.61) 1,244.61 353.08 1,005.40
Flows
Non - GAAP Measures
5. Gross Profit (in ₹ Lakhs) 6,452.59 7,020.00 4,526.34 3,390.55
6. Gross Profit Margin (In %) 23.34 24.92 24.55 27.86
7. PAT Margin (In %) 8.45 7.84 4.02 5.12
8. CFO/EBITDA (In Times) (1.09) 0.35 0.24 0.84
9. Debt to Equity Ratio (In Times) 0.32 0.26 0.52 0.59
10. Current Ratio (In Times) 1.86 1.81 1.34 1.26
11. EBITDA (in ₹ Lakhs) 3,424.45 3,565.60 1,446.63 1,192.94
12. EBITDA Margin (In %) 12.38 12.66 7.85 9.80
13. Return on Equity 24.28 35.83 15.77 15.18
(In %)
(RoE)
14. Return on Capital 26.53 41.76 18.41 15.45
(In %)
Employed (RoCE)
15. Net Capital Turnover
(In Times) 2.62 4.57 4.29 3.11
Ratio
Operational Metrics
16. Order Book (in ₹ Lakhs) 74,460.27 44,168.85 51,560.95 20,989.09
17. Order Inflow (in ₹ Lakhs) 56,335.07 21,452.77 49,446.74 10,468.65
18. Number of Projects
(In Numbers) 15 26 11 25
Completed
19. Number of Projects
(In Numbers) 58 42 48 36
ongoing
20. Number of
(In Numbers) 17 24 18 17
Customers
21. Book to Bill Ratio (In Times) 2.71 1.58 2.82 1.75
22. Project Win Rate (In %) 35.71 40.58 43.75 46.05
139The method of computation of above KPIs is set out below:
Sr
Metric Unit Formula
No.
1. Total Income (₹ in Lakhs) Sum of revenue from operations and other income as derived from
Restated Financial Information.
2. Revenue from (₹ in Lakhs) Sum of revenue from customers and other operating income as
Operations derived from Restated Financial Information.
3. Profit After Tax (₹ in Lakhs) Restated profit for the year as per Restated Financial Statements.
4. Operating Cash (₹ in Lakhs) Operating Cash flows is Cash flow from operations as derived
Flows from Restated Financial Information.
5. Gross Profit (₹ in Lakhs) Gross profit is calculated by deducting the cost of material
consumed & project related expenses from the restated revenue
from operations.
6. Gross Profit (In %) Gross Profit Margin is calculated by dividing gross profit by total
Margin income and multiplying by 100
7. PAT Margin (In %) PAT Margin (%) is determined by dividing the restated profit for
the year by total income and multiplying by 100.
8. CFO/EBITDA (In Times) Cash flow from operation divided by EBITDA
9. Debt to Equity (In Times) This is computed as total debt divided by total equity. Total debt
Ratio is the sum of total current & non-current borrowings; total equity
is the sum of equity share capital and other equity
10. Current Ratio (In Times) Current Ratio is calculated by total current assets divided by total
current liabilities.
11. EBITDA (₹ in Lakhs) EBITDA is calculated as Restated profit before share of
profit/(loss) tax plus Finance Costs, Depreciation and
amortization expense less other income.
12. EBITDA Margin (In %) EBITDA Margin (%) is computed by dividing EBITDA by total
income and multiplying by 100
13. Return on Equity (In %) Return on Equity (%) is calculated by dividing profit after tax
(RoE) (PAT) by average total equity and multiplying by 100.
14. Return on Capital (In %) Return on Capital Employed (%) is calculated as earning before
Employed interest and tax (EBIT) / Capital Employed. EBIT is calculated as
(RoCE) Restated profit before share of profit/(loss) tax plus Finance Costs
as reduced by other income and Capital employed is the sum of
tangible net worth plus net debt, where tangible net worth is
calculated as total equity minus goodwill, intangible assets, and
deferred tax assets, plus deferred tax liabilities.
15. Net Capital (In Times) Net capital turnover ratio is calculated by dividing net sales by
Turnover Ratio average working capital. Net sales are total sales minus sales
returns, and working capital is calculated as current assets minus
current liabilities (excluding short-term borrowings).
16. Order Book (₹ in Lakhs) Order Book refers to the total value of all confirmed and
unexecuted orders (excluding GST) that a company has on hand
at a given point in time.
17. Order Inflow (₹ in Lakhs) Order Inflow refers to the total value of new work orders that a
company secures during a specific period.
18. Number of (In Numbers) This metric refers to the total count of projects that have been fully
Projects completed and delivered within a specified time frame
Completed
19. Number of (In Numbers) Number of Ongoing Projects represents the total projects that are
Projects ongoing active and not yet completed during a specific period. It is
calculated by counting all projects in execution, excluding those
closed or fully delivered.
20. Number of (In Numbers) Number of Customers represents total number of unique
Customers customers served in respective period.
21. Book to Bill Ratio (In Times) The book-to-bill ratio is the ratio of the outstanding order book as
at the end of relevant period/fiscal to the restated revenue from
operations for the relevant period/fiscal.
22. Project Win Rate (In %) The project win rate (%) is the percentage of projects successfully
secured out of the total number of project opportunities pursued.
140J. Description on the historic use of the KPIs by our Company to analyze, track or monitor the operational
and/or financial performance of our Company
In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to
review and assess our financial and operating performance. The presentation of these KPIs are not intended to be
considered in isolation or as a substitute for the Restated Financial Information. We use these KPIs to evaluate our
financial and operating performance. Some of these KPIs are not defined under Ind AS and are not presented in
accordance with Ind AS. These KPIs have limitations as analytical tools. Further, these KPIs may differ from the
similar information used by other companies and hence their comparability may be limited. Therefore, these metrics
should not be considered in isolation or construed as an alternative to Ind AS measures of performance or as an
indicator of our operating performance, liquidity, profitability or results of operation. Although these KPIs are not
a measure of performance calculated in accordance with applicable accounting standards, our Company’s
management believes that it provides an additional tool for investors to use in evaluating our ongoing operating
results and trends and in comparing our financial results with other companies in our industry because it provides
consistency and comparability with past financial performance, when taken collectively with financial measures
prepared in accordance with Ind AS.
For details of our other operating metrics disclosed elsewhere in this Prospectus, see sections titled “Our Business”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” starting on pages
239 and 377, respectively. We have described and defined the KPIs, as applicable, in “Definitions and Abbreviations
– Technical and Industry Related Terms or Abbreviations” on page 14. Bidders are encouraged to review the Ind
AS financial measures and not to rely on any single financial or operational metric to evaluate our business.
Description of the KPIs
The list of our KPIs along with brief explanation of the relevance of the KPI for our business operations are set forth
below:
Sr
Metric Unit Description
No.
GAAP Measures
Represents the sum of revenue from operations and other income
1. Total Income (in ₹ Lakhs) earned by the Company. It gives a complete view of the Company’s
income sources.
Revenue from Income generated from the Company’s core business activities,
2. (in ₹ Lakhs)
Operations including sales and operating income.
The net profit remaining after deducting all expenses, interest,
3. Profit After Tax (in ₹ Lakhs)
depreciation, and taxes. It shows the Company’s actual profitability.
Operating Cash Net cash generated from operating activities as per cash flow
4. (in ₹ Lakhs)
Flows statements. It represents the Company’s cash-generating ability.
Non-GAAP Measures
The gross profit remining after deducting all the direct expenses. it
5. Gross Profit (in ₹ Lakhs) reflects the Company’s efficiency in managing project costs before
indirect expenses.
Gross Profit Measures profitability by dividing gross profit by total income. It
6. (In %)
Margin reflects efficiency in managing direct costs.
Net profit after tax as a percentage of total income. It reflects overall
7. PAT Margin (In %)
profitability after all expenses.
Ratio of cash flow from operations to EBITDA. It indicates how
8. CFO/EBITDA (In Times)
effectively earnings are being converted into cash.
Debt to Equity Compares total borrowings to shareholders’ equity. It highlights the
9. (In Times)
Ratio degree of financial leverage and risk.
Compares current assets to current liabilities. It measures the
10. Current Ratio (In Times)
Company’s short-term liquidity position.
Earnings before interest, tax, depreciation, and amortization. It
11. EBITDA (in ₹ Lakhs)
shows the operating profitability of the Company.
EBITDA expressed as a percentage of total income. It indicates
12. EBITDA Margin (In %)
operating efficiency and profitability.
141Sr
Metric Unit Description
No.
Return on Equity Measures profit generated for each unit of shareholder equity. It
13. (In %)
(RoE) indicates how effectively capital is being used.
Return on Capital Operating profit as a percentage of capital employed. It shows how
14. (In %)
Employed (RoCE) efficiently total capital is being utilized.
Net Capital Measures how effectively working capital is used to generate sales.
15. (In Times)
Turnover Ratio Higher ratios indicate efficient capital utilization.
Operational Metric
Order Book refers to the total value of all confirmed and unexecuted
16. Order Book (in ₹ Lakhs) orders (excluding GST) that a company has on hand at a given point
in time.
The value of projects awarded has been computed based on the
receipt of the letter of award/purchase order during the respective
17. Order Inflow (in ₹ Lakhs)
period/fiscal year and is presented exclusive of GST. It signals
market demand and business growth opportunities.
Number of Total count of projects fully executed and delivered in relevant
18. Projects (In Numbers) period/period. It reflects operational capacity and execution track
Completed record.
Number of Represents projects currently under execution. It indicates ongoing
19. (In Numbers)
Projects Ongoing workload and pipeline strength.
Number of Represents unique number of total customers served in respective
20. (In Numbers)
Customers period/fiscal indicating reducing diversification of customer base.
Book to bill ratio demonstrates whether demand is outpacing
21. Book to Bill Ratio (In Times)
delivery.
The project win rate (%) is the percentage of number of bids awared
as compared to total numbers of bid made in respective
22. Project Win Rate (in %)
period/fiscal. It reflects business competitiveness and sales
effectiveness.
K. Comparison of KPIs based on additions or dispositions to our business
Our Company has not undertaken any acquisitions or dispositions of assets/ business for the periods that are covered
by the KPIs.
L. Comparison with Listed Industry Peers
We believe following is the peer group which has been determined on the basis of listed public companies comparable
in the similar line of segments in which the Company operates and whose business segment in part or full may be
comparable with that of the business, however, the same may not be exactly comparable in size / business portfolio
/product & service profile/customer profiles/operating environment/profitability/geographic presence etc., on a whole
with that of the business. Set forth below is a comparison of the KPIs with the listed peer group companies:
142Om Power Transmission Limited Rajesh Power Services Limited
Sr. As at and for the period/fiscal ended As at and for the period/fiscal ended
Particulars Unit
No.
December 31, December 31,
Fiscal 2025 Fiscal 2024 Fiscal 2023 Fiscal 2025 Fiscal 2024 Fiscal 2023
2025* 2025
GAAP Measures
1. T otal Income (in ₹ Lakhs) 27,650.19 28,164.77 18,439.45 12,170.73 N.A. 1,11,466.01 29,506.07 21,117.57
2. R evenue from Operations (in ₹ Lakhs) 27,454.28 27,943.51 18,276.16 12,023.63 N.A. 1,10,743.63 28,496.98 20,717.94
3. P rofit After Tax (in ₹ Lakhs) 2,336.80 2,208.48 741.24 623.72 N.A. 9,336.62 2,601.51 670.28
4. O perating Cash Flows (in ₹ Lakhs) (3,738.61) 1,244.61 353.08 1,005.40 N.A. (1,628.35) (2,538.43) 1,721.87
Non - GAAP Measures
5. G ross Profit (in ₹ Lakhs) 6,452.59 7,020.00 4,526.34 3,390.55 N.A. 21,302.65 7,750.35 4,261.63
6. G ross Profit Margin (In %) 23.34 24.92 24.55 27.86 N.A. 19.11 26.27 20.18
7. P AT Margin (In %) 8.45 7.84 4.02 5.12 N.A. 8.38 8.82 3.17
8. C FO/EBITDA (In Times) (1.09) 0.35 0.24 0.84 N.A. (0.12) (0.75) 1.23
9. D ebt to Equity Ratio (In Times) 0.32 0.26 0.52 0.59 N.A. 0.21 0.92 1.02
10. C urrent Ratio (In Times) 1.86 1.81 1.34 1.26 N.A. 1.58 2.09 1.71
11. E BITDA (in ₹ Lakhs) 3,424.45 3,565.60 1,446.63 1,192.94 N.A. 13,374.68 3,395.59 1,400.84
12. E BITDA Margin (In %) 12.38 12.66 7.85 9.80 N.A. 12.00 11.51 6.63
13. R eturn on Equity (RoE) (In %) 24.28 35.83 15.77 15.18 N.A. 53.69 36.39 12.08
14. R eturn on Capital Employed 26.53 41.76 18.41 15.45 N.A. 55.46 23.61 11.18
(In %)
(RoCE)
15. N et Capital Turnover Ratio (In Times) 2.62 4.57 4.29 3.11 N.A. 8.27 2.59 2.29
Operational Metrics
16. O rder Book (in ₹ Lakhs) 74,460.27 44,168.85 51,560.95 20,989.09 N.A. 3,62,800.00 2,35,817.00 N.A.
17. O rder Inflow (in ₹ Lakhs) 56,335.07 21,452.77 49,446.74 10,468.65 N.A. N.A. N.A. N.A.
18. N umber of Projects
(In Numbers) 15 26 11 25 N.A. N.A. N.A. N.A.
Completed
19. N umber of Projects ongoing (In Numbers) 58 42 48 36 N.A. N.A. N.A. N.A.
20. N umber of Customers (In Numbers) 17 24 18 17 N.A. N.A. N.A. N.A.
21. B ook to Bill Ratio (In Times) 2.71 1.58 2.82 1.75 N.A. 3.28 8.28 N.A.
22. P roject Win Rate (In %) 35.71 40.58 43.75 46.05 N.A. N.A. N.A. N.A.
*Not Annualised.
N.A.- Not Available.
143Om Power Transmission Limited Advait Energy Transitions Limited
Sr As at and for the period/fiscal ended As at and for the period/fiscal ended
Particulars Unit
No
December 31, December 31,
Fiscal 2025 Fiscal 2024 Fiscal 2023 Fiscal 2025 Fiscal 2024 Fiscal 2023
2025* 2025*
GAAP Measures
1. Total Income (in ₹ Lakhs) 27,650.19 28,164.77 18,439.45 12,170.73 49,563.13 40,646.02 21,172.34 10,593.14
2. R evenue from Operations (in ₹ Lakhs) 27,454.28 27,943.51 18,276.16 12,023.63 48,632.76 39,910.91 20,884.61 10,419.38
3. P rofit After Tax (in ₹ Lakhs) 2,336.80 2,208.48 741.24 623.72 3,650.39 3,205.35 2,188.00 843.95
4. O perating Cash Flows (in ₹ Lakhs) (3,738.61) 1,244.61 353.08 1,005.40 NA 4,647.38 (936.80) 1,275.47
Non - GAAP Measures
5. G ross Profit (in ₹ Lakhs) 6,452.59 7,020.00 4,526.34 3,390.55 8,834.27 8,902.41 6,289.28 3,080.65
6. G ross Profit Margin (In %) 23.34 24.92 24.55 27.86 17.82 21.90 29.71 29.08
7. P AT Margin (In %) 8.45 7.84 4.02 5.12 7.37 7.89 10.33 7.97
8. C FO/EBITDA (In Times) (1.09) 0.35 0.24 0.84 N.A. 0.92 (0.26) 0.77
9. D ebt to Equity Ratio (In Times) 0.32 0.26 0.52 0.59 N.A. 0.24 0.72 0.33
10. C urrent Ratio (In Times) 1.86 1.81 1.34 1.26 N.A. 1.72 1.29 1.15
11. E BITDA (in ₹ Lakhs) 3,424.45 3,565.60 1,446.63 1,192.94 5,522.02 5,056.34 3,614.76 1,658.00
12. E BITDA Margin (In %) 12.38 12.66 7.85 9.80 11.14 12.44 17.07 15.65
13. R eturn on Equity (RoE) (In %) 24.28 35.83 15.77 15.18 N.A. 23.71 36.69 20.43
14. R eturn on Capital Employed (In %) 26.53 41.76 18.41 15.45 N.A. 25.38 35.50 24.14
(RoCE)
15. N et Capital Turnover Ratio (In Times) 2.62 4.57 4.29 3.11 N.A. 3.06 4.35 7.73
Operational Metrics
16. O rder Book (in ₹ Lakhs) 74,460.27 44,168.85 51,560.95 20,989.09 1,04,800.00 50,380.00 20,470.00 16,200.00
17. O rder Inflow (in ₹ Lakhs) 56,335.07 21,452.77 49,446.74 10,468.65 N.A. N.A. N.A. N.A.
18. N umber of Projects (In Numbers)
15 26 11 25 N.A. N.A. N.A. N.A.
Completed
19. N umber of Projects ongoing (In Numbers) 58 42 48 36 N.A. N.A. N.A. N.A.
20. N umber of Customers (In Numbers) 17 24 18 17 N.A. N.A. N.A. N.A.
21. B ook to Bill Ratio (In Times) 2.71 1.58 2.82 1.75 2.15 1.26 0.98 1.55
22. P roject Win Rate (In %) 35.71 40.58 43.75 46.05 N.A. N.A. N.A. N.A.
*Not Annualised
N.A.- Not Available.
144Om Power Transmission Limited Viviana Power Tech Limited
Sr As at and for the period/fiscal ended As at and for the period/fiscal ended
Particulars Unit
No
December 31, December 31,
Fiscal 2025 Fiscal 2024 Fiscal 2023 Fiscal 2025 Fiscal 2024 Fiscal 2023
2025* 2025*
GAAP Measures
1. Total Income (in ₹ Lakhs) 27,650.19 28,164.77 18,439.45 12,170.73 20,984.28 21,959.29 6,580.19 3,625.01
2. R evenue from Operations (in ₹ Lakhs) 27,454.28 27,943.51 18,276.16 12,023.63 20,849.81 21,896.15 6,552.91 3,615.17
3. P rofit After Tax (in ₹ Lakhs) 2,336.80 2,208.48 741.24 623.72 1,710.68 2,068.52 654.61 300.88
4. O perating Cash Flows (in ₹ Lakhs) (3,738.61) 1,244.61 353.08 1,005.40 (296.11) (1,411.38) (295.90) (1,145.56)
Non - GAAP Measures
5. G ross Profit (in ₹ Lakhs) 6,452.59 7,020.00 4,526.34 3,390.55 10,024.43 8,372.83 3,198.44 2,574.42
6. G ross Profit Margin (In %) 23.34 24.92 24.55 27.86 47.77 38.13 48.61 71.02
7. P AT Margin (In %) 8.45 7.84 4.02 5.12 8.15 9.42 9.95 8.30
8. C FO/EBITDA (In Times) (1.09) 0.35 0.24 0.84 (0.09) (0.44) (0.26) (2.22)
9. D ebt to Equity Ratio (In Times) 0.32 0.26 0.52 0.59 0.93 0.86 0.68 0.56
10. C urrent Ratio (In Times) 1.86 1.81 1.34 1.26 0.99 1.01 1.42 1.87
11. E BITDA (in ₹ Lakhs) 3,424.45 3,565.60 1,446.63 1,192.94 3,169.16 3,218.22 1,158.22 516.07
12. E BITDA Margin (In %) 12.38 12.66 7.85 9.80 15.10 14.66 17.60 14.24
13. R eturn on Equity (RoE) (In %) 24.28 35.83 15.77 15.18 25.18 49.14 30.85 24.33
Return on Capital Employed (In %) 26.53 41.76 18.41 15.45 24.89 42.84 32.88 24.05
14.
(RoCE)
15. N et Capital Turnover Ratio (In Times) 2.62 4.57 4.29 3.11 4.13 6.55 2.86 2.90
Operational Metrics
16. O rder Book (in ₹ Lakhs) 74,460.27 44,168.85 51,560.95 20,989.09 N.A. N.A. N.A. N.A.
17. O rder Inflow (in ₹ Lakhs) 56,335.07 21,452.77 49,446.74 10,468.65 N.A. N.A. N.A. N.A.
Number of Projects
18. (In Numbers) 15 26 11 25 N.A. N.A. N.A. N.A.
Completed
19. N umber of Projects ongoing (In Numbers) 58 42 48 36 N.A. N.A. N.A. N.A.
20. N umber of Customers (In Numbers) 17 24 18 17 N.A. N.A. N.A. N.A.
21. B ook to Bill Ratio (In Times) 2.71 1.58 2.82 1.75 N.A. N.A. N.A. N.A.
22. P roject Win Rate (In %) 35.71 40.58 43.75 46.05 N.A. N.A. N.A. N.A.
*Not Annualised
N.A.- Not Available.
145Notes related to listed peers:
1. All the financial for the industry peers mentioned above is on a consolidated basis unless stated otherwise and is sourced from the annual reports, audited financial results, investor presentations
and publicly available information of the relevant companies, as available on the websites of the Stock Exchanges and respective companies. The comparison is not a recommendation to invest/
disinvest in any entity, including the Company, and should not be construed as investment advice within the meaning of any law or regulation, or used as a basis for any investment decision.
2. NA refers to Not available where the financial/operational information is unavailable i.e. not reported by the industry peers in either their annual reports, audited financial results and investor
presentations as submitted to the Stock Exchanges.
[remainder of the page has been intentionally left blank]
146M. Weighted average cost of acquisition ("WACA"), floor price and cap price
1. Price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based
on primary issuances of Equity Shares or convertible securities (excluding Equity Shares issued under the
ESOP Scheme) 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 in a single transaction or multiple
transactions combined together over a span of rolling 30 days (“Primary Issuances”)
Except as stated below, there has been no issuance of Equity Shares or convertible securities, excluding shares
issued under the ESOP Scheme 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 that 5% of the fully diluted paid-up
share capital of our Company (calculated based on the pre-Issue capital before such transaction(s) and excluding
ESOPs granted but not vested), in a single transaction or multiple transactions combined together over a span of
rolling 30 days.
No. of Face value Issue Price Nature of
Date of Nature of Total consideration (in
Equity per Equity per Equity considerati
allotment allotment ₹ lakhs)
Shares Share (₹) Shares (₹) on
September 06, 20,70,000 10 116 Cash Private 2,401.20
2025 placement^
Weighted Average cost of Acquisition (Primary transaction) 116.00*
^Note: For further details, see “Capital Structure” on page 97, to have a more informed view.
*The Weighted Average cost of Acquisition for Primary transactions is adjusted for bonus issue and any other corporate action.
2. Price per share of our Company (as adjusted for corporate actions, including split, bonus issuances) based
on secondary sale or acquisition of equity shares or convertible securities (excluding gifts) involving any of the
Promoters/ Promoter Selling Shareholders, members of the Promoter Group, or other shareholders with
rights to nominate directors during the 18 months preceding the date of filing of 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, in
a single transaction or multiple transactions combined together over a span of rolling 30 days (“Secondary
Transactions”)
There have been no Secondary Transactions, where the Promoters, members of the Promoter Group, or
Shareholder(s) having the right to nominate director(s) on the Board of Directors are a party to the transaction
(excluding gifts), during the 18 months preceding the date of this Prospectus, where either acquisition or sale is equal
to or more than 5% of the fully diluted paid-up share capital of the Company (calculated based on the pre-Issue capital
before such transaction(s) and excluding employee stock options granted but not vested), in a single transaction or
multiple transactions combined together over a span of rolling 30 days.
3. Since there are transactions to report under (a) above therefore, information based on last 5 primary or
secondary transactions (secondary transactions where Promoters / Promoter Group entities or Promoter
Selling Shareholders or shareholder(s) having the right to nominate director(s) in the Board of our Company,
are a party to the transaction) not older than 3 years prior to the date of this Prospectus irrespective of the
size of transactions is not required to be disclosed.
4. Weighted average cost of acquisition, floor price and cap price
Based on the transaction described in (a) above, the weighted average cost of acquisition, as compared with the
Floor Price and Cap Price is set forth below:
Weighted
average cost of Floor price Cap price
Types of transactions
acquisition (₹ per (i.e., ₹ 166)* (i.e., ₹ 175)*
Equity Share)*
Weighted average cost of acquisition per share of 116.00 1.43 1.51
our Company based on primary/ new issue of
Equity Shares or convertible securities(excluding
Equity Shares issued under employee stock option
plans and issuance of Equity Shares pursuant to a
147Weighted
average cost of Floor price Cap price
Types of transactions
acquisition (₹ per (i.e., ₹ 166)* (i.e., ₹ 175)*
Equity Share)*
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-issue capital before such transactions
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”)
Weighted average cost of acquisition per share of Not Applicable Not Applicable Not Applicable
our Company based on secondary sale / acquisition
of Equity Shares or convertible securities, where
our Promoters, members of our Promoter Group,
or Shareholder(s) having the right to nominate
director(s) to the Board of our Company are a party
to the transaction (excluding gifts), during the 18
months preceding the date of filing of this
Prospectus, where either acquisition or sale is
equal to or more than 5% of the fully diluted paid-
up share capital of our Company (calculated based
on the pre-issue capital before such transactions
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”)
Since there are transactions to report under (a) above therefore, information based on last 5 primary or secondary
transactions (secondary transactions where Promoters / Promoter Group entities or Promoter Selling Shareholders
or shareholder(s) having the right to nominate director(s) in the Board of our Company, are a party to the
transaction) not older than 3 years prior to the date of this Prospectus irrespective of the size of transactions is not
required to be disclosed.
As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors pursuant to their certificate dated April
14, 2026.
5. Justification for Basis of Offer price
(i) The following provides an explanation to the Cap Price being 1.51 times of WACAof primary issuances
/secondary transactions of Equity Shares (as disclosed above) along with our Company’s KPIs for the nine
months period ended December 31, 2025 and Fiscals 2025, 2024 and 2023
• As of December 31, 2025, our unexecuted Order Book comprised 58 projects amounting to 74,460.27 lakhs,
including 51 EPC projects and 7 O&M contracts.
• Our operational growth has been reflected in our strong financial performance, with our revenue from operations
increasing from 12,023.63 lakhs in Fiscal 2023 to 27,943.51 lakhs in Fiscal 2025, representing a CAGR of
52.45%.
• Our profit for the year grew from 623.72 lakhs in Fiscal 2023 to 2,208.48 lakhs in Fiscal 2025, representing a
CAGR of 88.17%.
• During nine-months period ended December 31, 2025, our Revenue from operations, Profit after taxes and
EBITDAwas 27,454.28 lakhs, 2,336.80 lakhs and 3,424.45 lakhs, respectively.
148(ii) The following provides an explanation to the Cap Price being 1.51 times of WACA of primary issuances
/secondary transactions of Equity Shares (as disclosed above) in view of external factors, if any, which may
have influenced the pricing of the Offer.
• In recent years, India's power transmission infrastructure witnessed steady growth, both in terms of transmission
lines and the transformation capacity of substations. The total length of transmission lines (AC+HVDC)
increased from 425,071 ckm in FY2020 to 490,374 ckm in FY2025, reflecting an overall CAGR of
approximately 3.1%.
• This expansion signifies continuous efforts to improve electricity transmission across the country, ensuring
better connectivity and efficiency in power distribution. Simultaneously, the transformation capacity of
substations (220KV and above) saw a substantial increase from 967,893 MVA in FY 2020 to 1,337,513 MVA
in FY 2025, marking a notable growth of around 6.7%.
The Offer Price of ₹ 175.00 has been determined by our Company, in consultation with the Book Running Lead
Manager, on the basis of the demand from investors for the Equity Shares through the Book Building process.
Investors should read the abovementioned information along with “Risk Factors”, “Our Business” and “Restated
Financial Information” beginning on pages 22, 239 and 307, respectively, to have a more informed view.
149STATEMENT OF SPECIAL TAX BENEFITS
[Rest of the page intentionally left blank]
150Statement of special tax benefits (under direct and indirect tax laws) together with the report available to the
Company and its shareholders (if applicable)
Dated April 04, 2026
To,
The Board of Directors
Om Power Transmission Limited
703 to 706, 7th Floor, Fortune Business Hub,
Nr. Shell Petrol Pump, Science City Road,
Sola, Ahmedabad, Gujarat, India, 380060
(the “Company”)
and
Beeline Capital Advisors Private Limited
B 1311-1314, 13th Floor,
Shilp Corporate Park, Rajpath Rangoli Road,
Thaltej Ahmedabad, Bodakdev,
Ahmadabad City, Gujarat, India, 380054
(Beeline Capital Advisors Private Limited is referred to as the “Book Running Lead Manager” or the “BRLM”)
Dear Sir/ Madam,
Sub: Proposed initial public offering of equity shares of face value of ₹ 10/- each (the “Equity Shares”) of Om
Power Transmission Limited (“the Company”) through a fresh issue of Equity Shares and Offer for sale
of the equity shares by Promoter Selling Shareholders (the “Offer”)
Sub.: Statement of possible Special Tax Benefits available to the Company and its equity shareholders, under the
direct and indirect tax laws
At the request of the Company, we, O.M.M.S & Associates, Chartered Accountants, (FRN: 135149W), are the statutory
auditors of the Company, appointed in accordance with section 139 of the Companies Act, 2013, as amended. We refer
to the proposed initial public offering of equity shares (the “Offer”) of the Company. We enclose herewith the statement
(the “Annexure”) showing the current position of special tax benefits available to the Company and to its shareholders
as per the provisions of the Indian direct and indirect tax laws including the Income-tax Act, 2025,(“Act”) 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 (collectively the “GST Act”), the Customs
Act, 1962 (“Customs Act”) and the Customs Tariff Act, 1975 (“Tariff Act”) (collectively the “Taxation Laws”)
including the rules, regulations, circulars and notifications issued in connection with the Taxation Laws, as presently in
force and applicable to the tax year 2026-27 for inclusion in the Red Herring Prospectus (“RHP”) and Prospectus for
the proposed initial public offering of shares of the Company as required under the Securities and Exchange Board of
India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“SEBI ICDR Regulations”).
Several of these benefits are dependent on the Company or its shareholders fulfilling the conditions prescribed under the
relevant provisions of the direct and indirect taxation laws including the Income-tax Act 1961. Hence, the ability of the
Company or its shareholders to derive these direct and indirect tax benefits is dependent upon their fulfilling such
conditions.
The benefits discussed in the enclosed Annexure are neither exhaustive nor conclusive. The contents stated in the
Annexure are based on the information and explanations obtained from the Company. This statement is only intended to
provide general information to guide the investors and is neither designed nor intended to be a substitute for professional
tax advice. In view of the individual nature of the tax consequences and the changing tax laws, each investor is advised
to consult their own tax consultants, with respect to the specific tax implications arising out of their participation in the
Offer particularly in view of the fact that certain recently enacted legislation may not have a direct legal precedent or may
have a different interpretation on the benefits, which an investor can avail. We are neither suggesting nor are we advising
the investors to invest or not to invest money based on this statement.
151The contents of the enclosed Annexure are based on the representations obtained from the Company and on the basis of
our understanding of the business activities and operations of the Company. Our views expressed herein are based on the
facts and assumptions indicated to us. 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 the Taxation Laws and their interpretation,
which are subject to change from time to time. We do not assume responsibility to update the views consequent to such
changes.
We do not express any opinion or provide any assurance whether:
• The Company or its Shareholders will continue to obtain special tax benefits in future;
• The conditions prescribed for availing the possible special tax benefits where applicable, have been/would be met;
• The revenue authorities/courts will concur with the views expressed herein.
This statement is provided solely for the purpose of assisting the Company in discharging its responsibilities under the
SEBI ICDR Regulations.
We hereby give our consent to include this report and the enclosed Annexure regarding the tax benefits available to the
Company and its Shareholders in the RHP and Prospectus for the proposed initial public offer of equity shares which the
Company intends to submit to the Securities and Exchange Board of India and the National Stock Exchange of India
Limited and BSE Limited (the “Stock Exchanges”).
We conducted our examination in accordance with the “Guidance Note on Reports or Certificates for Special Purposes
(Revised 2016)” (the “Guidance Note”) issued by the Institute of Chartered Accountants of India. The Guidance Note
requires that we comply with ethical requirements of the Code of Ethics issued by the Institute of Charted Accountants
of India.
This certificate may be relied upon by the Company, the Book Running Lead Manager, and the legal counsel appointed
in relation to the Offer. We hereby consent to extracts of, or reference to, this certificate being used in the red herring
prospectus and prospectus or any other documents in connection with the Offer (collectively, the “Offer Documents”).
We also consent to the submission of this certificate as may be necessary to any regulatory or statutory authority and/or
for the records to be maintained by the Book Running Lead Manager in connection with the Offer and in accordance with
applicable law. This certificate may be disclosed by the Book Running Lead Manager, if required, (i) by reason of any
law, regulation or order of a court or by any governmental or competent regulatory authority, or (ii) in seeking to establish
a defense in connection with, or to avoid, any actual, potential or threatened legal, arbitral or regulatory proceeding or
investigation.
We also consent to the references to us as “Experts” as defined under Section 2(38) of the Companies Act, 2013, read
with Section 26(5) of the Companies Act, 2013 to the extent of the certification provided hereunder and included in the
Red Herring Prospectus, Prospectus, the Preliminary International Wrap/Offering Memorandum, the Abridged
Prospectus and any other addendum thereto of the Company to be submitted/filed with the Securities and Exchange Board
of India (“SEBI”), the Registrar of Companies, Gujarat at Ahmedabad (“ROC”) and the stock exchanges, or any other
material (including in any corporate or investor presentation made by or on behalf of the Company) to be issued in relation
to the Offer or in any other documents in connection with the Offer. All capitalized terms not defined hereinabove shall
have the same meaning as defined in the Offer Documents.
For O.M.M.S & Associates
Chartered Accountants
ICAI Firm Registration Number: 135149W
Partner: Chintan R Oza
Membership No. 147132
Place: Ahmedabad
UDIN: 26147132DGOCAU7067
152ANNEXURE TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO OM POWER
TRANSMISSION LIMITED (“COMPANY”), THE SHAREHOLDERS OF THE COMPANY
(“SHAREHOLDERS”)
Outlined below are the possible special tax benefits available to the Company and its shareholders under the Tax Laws
(“Possible Special Tax Benefits”). These Possible Special Tax Benefits are dependent on the Company and its
shareholders fulfilling the conditions prescribed under the Tax Laws. Hence, the ability of the Company and its
shareholders to derive the Possible Special Tax Benefits is dependent upon fulfilling such conditions, which are based
on business imperatives it faces in the future, it may or may not choose to fulfil.
I. Special tax benefits available to the Company
1. Special Direct Tax Benefit Available to the company in India Under the Income Tax Act, 2025 (‘Act’)
(i) Lower Corporate Tax Rate under Section 200 of the Income Tax Act
Pursuant to enactment of Income Tax Act, 2025 w.e.f. April 1, 2026, section 115BAA of earlier Income
Tax Act, 1961 has been replaced by Section 200 under Income Tax Act, 2025. Section 200 grants an
option to a domestic company to be governed by the section from a particular tax year. If a company opts
for Section 200 of the Act, it can pay corporate tax at a reduced rate of 25.168% (22% plus surcharge of
10% and education cess of 4%). Section 200 of the Act further provides that domestic companies availing
the option will not be required to pay Minimum Alternate Tax (“MAT”) on their ‘book profits’ under
Section 206 of the Act.
However, such a company will no longer be eligible to avail specified exemptions / incentives under the
Act and will also need to comply with the other conditions specified in Section 200. Also, if a company
opts for Section 200, the tax credit (under Section 206), if any, which it is entitled to on account of MAT
paid in earlier years, will no longer be available. Further, it shall not be allowed to claim set-off of any
brought forward loss arising to it on account of additional depreciation and other specified incentives.
The Company has decided to opt for the lower corporate tax rate of 25.168% (prescribed under Section
200 of the Income Tax Act 2025) with effect from AY 2020-2021. From AY 2020-2021 to AY 2026-
27, the Company has followed Section 115BAA of the Income Tax Act, 1961, and from Tax Year 2026-
27 onwards, the Company shall follow Section 200 of the Income Tax Act, 2025.
(ii) Deduction from Gross Total Income of the Company
Subject to the fulfillment of conditions specified under section 146 of the Income Tax Act, 2025 w.e.f.
April 1, 2026, the Company is entitled to claim deduction 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 consequently three assessment years including the assessment year relevant to
the previous year in which such employment is provided under section under section 146. The company
is already availing the benefit under this section.
II. Special tax benefits available to the Shareholders
There are no special tax benefits available to the shareholders of the Company under the Tax Laws.
1. Special tax benefits available to the Company under Indirect tax laws
There are no special indirect tax benefits available to the Company under Indirect Tax Laws.
Notes:
The Statement is prepared based on information available with the management of the Company and there is no assurance
that:
• the Company or its shareholders will continue to obtain these benefits in future.
153• the conditions prescribed for availing the benefits have been/ would be met with; and
• the revenue authorities/courts will concur with the view expressed herein.
• The above views are based on the existing provisions of law and its interpretation, which are subject to change
from time to time.
III. The above Statement of Special Tax Benefits sets out the provisions of law in a summarized manner only and
is not a complete analysis or listing of all potential tax consequences of the purchase.
154SECTION IV: ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, the industry and market data used in this section has been derived from the report titled
“Report on EPC in Power Transmission Infrastructure” dated February 25, 2026 (“D&B Report”), prepared and
issued by Dun & Bradstreet pursuant to a contract agreement dated July 14, 2025. The D&B Report was commissioned
and paid for by our Company in connection with the Offer for the purpose of confirming our understanding of the
industry in which we operate. The D&B Report relied upon is not an extract, and while certain excerpts of the D&B
Report may have been re-ordered by us for the purposes of presentation, no portion of the D&B Report containing
information material to or bearing any material impact on investors’ decision-making has been modified, omitted or
excluded from this Prospectus. A copy of the D&B Report is available on the website of our Company at
www.ompowertransmission.com and has also been included under “Material Contracts and Documents for Inspection
– Material Documents” on page 510.
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. The recipient should not construe any of the contents of the D&B 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. Unless otherwise indicated, financial, operational, industry and other
related information derived from the D&B Report and included herein with respect to any particular year refers to such
information for the relevant calendar year.
For further information, see “Risk Factors –This Prospectus contains information from industry sources including the
industry report commissioned by our Company from Dun & Bradstreet, and reliance on such information for making an
investment decision in the Offer is subject to certain inherent risks.” on page 60.
1. Global Macroeconomic Scenario
Global Economic Overview
Global growth is projected to remain resilient at 3.3 percent in 2026 and at 3.2 percent in 2027. The forecast marks a
small upward revision for 2026 and no change for 2027 compared with that in the October 2025 World Economic Outlook
(WEO). This steady performance on the surface results from the balancing of divergent forces. Headwinds from shifting
trade policies are offset by tailwinds from surging investment related to technology, including artificial intelligence (AI),
more so in North America and Asia than in other regions, as well as fiscal and monetary support, broadly accommodative
financial conditions, and adaptability of the private sector.
Historial & Projected GDP Growth Trends(%)
7.0
6.6
6.0
4.1 4.7 4.3 4.4 4.2 4.1 4.1
2.9 3.7 3.6 2.9 3.5 3.3 3.3 3.3 3.2 3.2
1.9 1.8 1.8 1.7 1.8 1.7 1.7
CY 2019 CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 CY 2025 CY 2026P CY 2027P CY 2028P
-1.7
-2.7
-4.0
Global Economies Advanced Economies Emerging and Developing Economies
Source – IMF Global GDP Forecast Release January 2026
*Note CY 2028 projection is taken from October 2025(World Economic Outlook)
155Note: Advanced Economies and Emerging & Developing Economies are as per the classification of the World Economic
Outlook (WEO). This classification is not based on strict criteria, economic or otherwise, and it has evolved over time.
It comprises of 40 countries under the Advanced Economies including the G7 (the United States, Japan, Germany,
France, Italy, the United Kingdom, and Canada) and selected countries from the Euro Zone (Germany, Italy, France
etc.). The group of emerging market and developing economies (156) includes all those that are not classified as
Advanced Economies (India, China, Brazil, Malaysia etc.)
Historical and Projected GDP Growth
GDP growth across major regions exhibited a mixed trend during 2024–25. While growth in several regions—including
Emerging and Developing Asia as well as Latin America and the Caribbean—is expected to slow further in 2026,
performance remains uneven across geographies. In Emerging and Developing Asia (comprising economies such as
India, China, Indonesia, and Malaysia), GDP growth is projected to moderate to 5.4% in 2026, compared with 5.3% in
the previous year. Similarly, in Latin America and the Caribbean, growth is expected to ease to 2.2% in 2026, before
rebounding to 2.7% in 2027 as countries in the region approach potential output from differing cyclical positions.
Historical & Projected GDP Growth Across Major Regions (%)
7.8
7.4 7.1
6.1
6.1 5.4 4.8
5.5 4.0 5.3 4.8 4.6 4.5
2.52.9 2.8 2.12.4 2.02.1 4.2 2.42.4 2.42.2 2.72.7 4.4 2.42.73.7 3.9 3.7 4.7 5.0 4.7 4.13.6 4.14.4 4.6 3.63.5 2.02.3 2.42.4
0.5
North America Latin America & The Middle East & Central Emerging & Developing Sub Saharan Africa Emerging and
Caribbean Asia Asia Developing Europe
CY2021 CY2022 CY2023 CY2024 CY2025 CY2026P CY2027P CY 2028P
Source-IMF World Economic Outlook January 2026 update.
*Note CY 2028 projection is taken from October 2025(World Economic Outlook)
By contrast, growth in the Middle East and Central Asia is projected to accelerate, rising from 3.7% in 2025 to 3.9% in
2026 and further to 4.0% in 2027. This acceleration is supported by higher oil output, resilient domestic demand, and
ongoing structural reforms. Likewise, growth in Sub-Saharan Africa is expected to strengthen, rising from 4.4% in 2025
to 4.6% in both 2026 and 2027. However, according to the IMF World Economic Outlook, growth is projected to
moderate slightly to 4.5% in 2028, driven by ongoing macroeconomic stabilization and reform efforts in several key
economies. Meanwhile, in Emerging and Developing Europe, the sharp slowdown to 2.0% in 2025 is expected to reverse,
with the region’s economies projected to expand at an average rate of 2.3% in 2026 and 2.4% in both 2027 and 2028.
Across most regions, this recovery also reflects the diminishing effects of recent shifts in global trade policies.
Global Economic Outlook
Since the October 2025 World Economic Outlook (WEO), trade tensions have continued to abate, although they remain
subject to occasional flare-ups. A dispute between China and the United States involving controls on exports of
semiconductors and rare earth minerals was followed by a truce that reduced bilateral tariffs until November 2026 and
introduced a pause on export controls.
In addition, US authorities removed tariffs on some agricultural products for all countries, offsetting the higher tariffs on
certain sectors that were previously announced and are now in effect. As a result, the overall US effective tariff rate
remains broadly unchanged from the level assumed in the October 2025 WEO although changes for specific countries
are significant. The US Supreme Court is widely expected to deliver a decision in early 2026 regarding the president’s
use of the International Emergency Economic Powers Act. At the same time, newly signed bilateral trade and other
agreements, often including substantial investment and purchase commitments with limited public disclosure, have added
further complexity. Although policy uncertainty has declined since October, it remains considerably higher than in
January 2025.
Global growth in the third quarter of 2025 decelerated to 2.4 percent on an annualized basis, exceeding expectations;
however, upside surprises in some countries were offset by downside surprises in others. In France, a boost from
156aerospace exports lifted growth to 2.2 percent, whereas in Germany, falling exports continued to weigh on activity,
thereby leaving real GDP unchanged between the second and third quarters. Meanwhile, Japan’s economy contracted by
2.3 percent, as private and government consumption partially offset the contraction driven by declines in private
residential investment and exports. At the same time, China’s growth decelerated to 2.4 percent (according to staff
estimates), with weak domestic demand—particularly in the housing sector—only partly offset by resilient exports.
In contrast, growth in the United States accelerated to 4.3 percent, supported by a pickup in technology investment and
expenditure, which is estimated to have added approximately 0.3 percentage point to average annualized GDP growth
during the first three quarters of 2025, thereby offsetting the drag from the federal government shutdown in the final
quarter of the year. In addition, there are indications that technology-related investment also contributed to economic
activity in Spain and the United Kingdom, although the scale of this contribution was smaller than that observed in the
United States.
India–European Union Free Trade Agreement:
India and the EU concluded a landmark Free Trade Agreement (FTA) on 27 January 2026 during the 16th India–EU
Summit, which aims to deepen and stabilise trade between India—the world’s fourth‑largest economy—and the EU, the
second‑largest economic bloc. The agreement expands market access, reduces trade frictions, and enhances predictability
for cross‑border commerce, thereby building on an already strong economic relationship reflected in USD 136.54 billion
of goods trade in FY25. It supports India’s export‑led growth by granting preferential access to over 99% of its exports
and by integrating Indian industries more deeply into European value chains, while simultaneously providing the EU
with a reliable long‑term partner and a diversified supply base. Beyond tariff reductions, the FTA strengthens trade
conditions by establishing clearer rules, streamlining procedures, and reinforcing compliance and dispute‑resolution
mechanisms. These measures collectively reduce administrative uncertainty, encourage long‑term investment and
sourcing decisions, and enable MSMEs and labour‑intensive sectors to expand their presence in the EU’s large and
diverse market.
Against a backdrop of rising commercial engagement, the agreement delivers immediate gains for the EU by improving
tariff treatment and clarifying market-entry conditions in India.
• India will eliminate or reduce tariffs on 96.6% of EU goods exports, potentially doubling EU exports to India and
saving up to USD 4.79 billion annually in duties.
• Tariffs on cars will drop from 110% to 10%, with a quota of 250,000 vehicles per year, while most car-part tariffs
will be phased out over 5–10 years.
• High Indian tariffs on machinery (up to 44%), chemicals (22%), and pharmaceuticals (11%) will largely be
eliminated.
• Agri-food tariffs on selected EU priority products—such as confectionery, pastries, pasta, chocolates, and pet
food—will be sharply reduced or eliminated over agreed timelines.
• Sheep meat (33%) and olive oil (up to 45%) tariffs will be phased down to zero after the staging period.
• Tariffs on alcoholic beverages will see major cuts: wine from 150% to 30%, spirits from up to 150% to 40%, and
beer from 110% to 50%.
These reductions give EU exporters a strong competitive advantage by lowering some of India’s highest tariff barriers
and improving predictability for market entry. Lower duties across autos, industrial goods, and agri-food products expand
market opportunities, strengthen EU price competitiveness, and support deeper distribution and after-sales networks in
India. Indian consumers benefit through lower prices, better quality, and wider product choice, while Indian firms face
increased competitive pressure—rewarding those that innovate and challenging those dependent on high tariff protection.
Overall, the agreement positions the EU to scale exports and gain market share in sectors previously constrained by high
border costs.
The U.S.–India Trade Deal:
The U.S.–India Trade Deal 2026 marks a major restructuring of bilateral economic relations by establishing an interim
framework that resets tariffs, expands market access, and lays the groundwork for a full Bilateral Trade Agreement
(BTA). Under this framework, the United States reduces effective tariffs on Indian goods from 50% to 18%, with plans
157to eventually eliminate duties on pharmaceuticals, gems and diamonds, and aircraft parts.
• Even after the deal, Section 232 tariffs on steel, aluminum, copper, and related products remain at 50%, while select
auto components continue at 25%. At the same time, zero tariffs on certain pharmaceuticals, aircraft and parts, and
some mechanical and electronic components continue.
• India, in turn, agrees to eliminate or reduce tariffs on all U.S. industrial goods and a wide range of agricultural
products, including dried distillers’ grains, sorghum for feed, tree nuts, fruits, soybean oil, wine, and spirits.
• In addition to tariff changes, the framework incorporates commitments on non-tariff barriers (NTBs) by simplifying
certification, reducing procedural delays, and aligning standards in sectors such as medical devices and ICT goods,
where regulatory friction has long affected trade.
• Both sides also pledge cooperation on digital trade rules, investment reviews, and supply-chain resilience, reflecting
the broader strategic dimension of the agreement.
• India further commits to aggregate purchases of up to USD 500 billion in U.S. goods over five years—covering
energy and technology products—partly contingent on significantly reducing imports of Russian crude.
Given India’s strong presence in U.S. supply chains—with about 112,000 Indian suppliers out of 1.1 million foreign
suppliers supporting U.S. businesses—the tariff rollback is expected to produce rapid economic effects across multiple
sectors. Overall, the deal improves bilateral trade flows while deepening regulatory, technological, and strategic
cooperation, enabling more predictable and resilient economic engagement.
Global Growth Projection
At broader level, the global growth is expected to remain steady, as momentum in high-tech sectors is projected to slow
but continue to partly offset the drag elsewhere. While tariffs and elevated uncertainty are expected to weigh on the level
of activity, their impact on growth is projected to fade during 2026,2027 and 2028. At 3.3 percent in 2026 and 3.2 percent
in 2027 and 2028, global growth is therefore expected to decelerate slightly from the estimated 3.3 percent recorded in
2025. Compared with the October 2025 World Economic Outlook (WEO), the forecast for 2026 has been revised upward
by 0.2 percentage point, whereas the forecast for 2027 remains unchanged. Nevertheless, there are significant revisions
for some countries, with changes occurring in different directions.
Growth in advanced economies is projected at 1.8 percent in 2026 and 1.7 percent in 2027 and 2028. In the United States,
economic activity is expected to expand by 2.4 percent in 2026, supported by fiscal policy and a lower policy rate, while
the impact of higher trade barriers gradually wanes. This 0.3 percentage point upward revision relative to October reflects
a stronger-than-expected GDP outturn in the third quarter of 2025, a rebound in activity in the first quarter of 2026
compared with the fourth quarter of 2025 following the end of the federal government shutdown, and the associated
carryover effects. Looking ahead, growth in the United States is projected to remain solid at 2.0 percent in 2027, supported
by a near-term fiscal boost from tax incentives for corporate investment under the One Big Beautiful Bill Act of 2025.
Although technology-driven momentum is expected to moderate, it is still projected to provide a partial offset to lower
immigration and moderating consumption.
In the euro area, growth is expected to remain steady at 1.3 percent in 2026 and to increase modestly to 1.4 percent in
2027. The slightly faster growth in 2027 reflects projected increases in public spending, particularly in Germany,
alongside continued strong performance in Ireland and Spain. Overall, the forecast remains broadly unchanged from
October, with the subdued growth outlook reflecting unresolved structural headwinds. The impact of the planned increase
in defense spending is expected to materialize only in subsequent years, as commitments to reach target levels are phased
in gradually through 2035. Compared with other regions, the euro area benefits less from the recent technology-driven
investment boost. In addition, the lingering effects of persistently higher energy prices following Russia’s invasion of
Ukraine are expected to continue weighing on manufacturing, with additional pressure stemming from the real
appreciation of the euro relative to the currencies of countries exporting similar products. In Japan, growth is projected
to moderate from 1.1 percent in 2025 to 0.7 percent in 2026 and to 0.6 percent in 2027 and 2028. This marks a small
upward revision relative to the October figure, reflecting in part the fiscal stimulus package announced by the new
government.
In emerging market and developing economies, growth is projected to hover just above 4.0 percent in 2026, 2027, and
2028. Relative to the October forecast, China’s growth in 2025 has been revised upward by 0.2 percentage point to 5.0
158percent, reflecting the implementation of stimulus measures and additional policy bank lending for investment. Growth
in China for 2026 has also been revised upward by 0.3 percentage point to 4.5 percent, as a result of lower effective US
tariff rates on Chinese goods following the yearlong trade truce agreed in November, alongside stimulus measures
assumed to be implemented over a two-year period. However, the economy’s growth rate is expected to decelerate to 4.0
percent in 2027, as structural headwinds increasingly weigh on activity.
Key factors impacting Global Macroeconomic landscape
• Geopolitics remains a defining global risk factor. Ongoing conflict between Russia and Ukraine, heightened
tensions in the Middle East, and increasing U.S. geopolitical actions involving countries such as Venezuela, Nigeria,
and even regions like Greenland are amplifying systemic uncertainty. These developments are disrupting energy
markets and reshaping global supply chains. At the same time, resource nationalism and strategic competition for
rare earth minerals have moved from abstract concerns to day-to-day operations.
• The period of frictionless trade shaped by free trade agreements has given way to a stronger push toward
regionalization and nearshoring. Geopolitical fragmentation and tariff uncertainty continue to challenge global trade
flows.
• Technology adoption and sustainability have become core strategic priorities. Organizations are advancing digital
transformation by embedding AI, automation, and cybersecurity into their operations to enhance productivity and
safeguard critical assets. AI adoption is emerging as a visible driver of optimism, particularly within the information
and communications sectors.
India Macroeconomic Analysis
The International Monetary Fund (IMF) has revised upward India’s economic growth for 2025 by 0.7 percentage point
to 7.3%. In its World Economic Outlook update, the IMF stated that the upward revision reflects strong growth
momentum in the fourth quarter of the current fiscal year. At the same time, the IMF projects India’s growth at 6.4 percent
in the CY 2026, noting that despite the expected moderation, India is expected to remain a key driver of growth among
emerging market and developing economies. In addition, the IMF expects inflation in India to return to near-target levels
following a marked decline in 2025, driven by subdued food prices, which is expected to provide further support to
domestic demand. However, the IMF cautioned that AI-driven productivity gains could lead to a pullback in investment
and tighter global financial conditions, with spillover effects for emerging economies.
Country CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 CY 2025 CY 2026 P CY 2027 P CY 2028 P
India1 –5.8% 9.7% 7.6% 9.2% 6.5% 7.3% 6.4% 6.4% 6.5%
China 2.3% 8.6% 3.1% 5.4% 5.0% 5.0% 4.5% 4.0% 4.0%
United States -2.2% 6.1% 2.5% 2.9% 2.8% 2.1% 2.4% 2.0% 2.1%
Japan -4.2% 2.7% 0.9% 1.4% -0.2% 1.1% 0.7% 0.6% 0.6%
United Kingdom -10.3% 8.6% 4.8% 0.4% 1.1% 1.4% 1.3% 1.5% 1.4%
Russia -2.7% 5.9% -1.4% 4.1% 4.3% 0.6% 0.8% 1.0% 1.1%
Germany -4.1% 3.9% 1.8% -0.9% -0.5% 0.2% 1.1% 1.5% 1.2%
Source: World Economic Outlook, January 2026
*Note CY 2028 projection is taken from October 2025(World Economic Outlook)
Historical GDP and GVA Growth trend
As per the CMIE economics outlook, India’s GDP at constant prices is estimated to grow to INR 2,28,74,197 crore in
FY 2028 with the real GDP growth rates estimated to be 6.23% for FY 2028. Similarly, real Gross Value Added (GVA)
growth stood is estimated to 6.0% in FY 2028. Even amidst global economic uncertainties, India’s economy exhibited
resilience supported by robust consumption and government spending.
1 For India, data and projections are presented on a fiscal year (FY) basis, with FY 2024/25 (starting in April 2024) shown in the
2024 column. India's growth projections are 6.4 percent for 2026, 6.4 percent for 2027 and 6.5% for 2028 based on calendar year
159Source: Ministry of Statistics & Programme Implementation (MOSPI), National Account Statistics: FY2025, CMIE Economics
Outlook
FE is Final Estimates, FRE is First Revised Estimate, PE is Provisional Estimates and FAE: First Advance Estimates, F: Forecasted
Sectoral Contribution to GVA and annual growth trend
Source: Ministry of Statistics & Programme Implementation (MOSPI), CMIE Economics Outlook
FE is Final Estimates, FRE is First Revised Estimate, PE is Provisional Estimates and FAE: First Advance Estimates, F: Forecasted
Sectoral analysis of GVA from FY 2025 to FY 2028 indicates a gradual normalization of growth across agriculture,
industry, and services following the strong rebound in earlier years. In FY 2025, agriculture recorded a growth rate of
4.63%, which softened to 3.12% in FY 2026, and further moderated to 3.11% in FY 2027 and 2.01% in FY 2028.
Correspondingly, the sector’s contribution to GVA declined marginally from 14.41% in FY 2025 to 12.89% in FY 2028.
Overall Gross Value Added (GVA) growth also moderated during this period, easing from 6.41% in FY 2025 to 6.05%
in FY 2028.
Industrial sector growth followed a stable but mildly easing trajectory, expanding by 6.41% in FY 2025, improving
slightly to 6.15% in FY 2026, and then softening to 5.96% in FY 2027 and 5.62% in FY 2028. Within the industrial
sector, growth moderated across subsectors, with mining and construction activities recording –0.69% and 7.03% growth,
respectively, in FY 2026, compared with 2.69% and 9.35% in FY 2025. Looking ahead, mining output is expected to
improve to 2.10%, while construction activity is projected to ease to 6.54% by FY 2028. Growth in the utilities segment
160
F
54 .3 2%
30.1 8%
15 .5 0%
Y 202 3 F E
F Y
F Y
%16.7
2 0 2
54.5 3%
30 .8 1%
14 .6 6%
202 4 F R
%12.7
3
E
G r o w t h T r e n d (
%65.8
%%
99
41
.. 69
F E F Y 2 0 2 4 F R E F Y 2 0 2
S e cto ra l C o n trib u tio n to G V A
54 .9 3% 55 .8 3% 56 .4 5%
30 .6 6% 30 .3 2% 30 .1 5%
14 .4 1% 13 .8 4% 13.4 0%
F Y 202 5 P E F Y 202 6 F A E F Y 202 7F
A gricu ltu re In d u stry S ervices
C
%14.6
5
G
o
P
D
F
n s t a
E
P
57 .0 8%
30.0 3%
12 .8 9%
Y 202 8F
n
%14.7
F
G
t
Y
FV
2 0 1 1 - 1 2
%43.7
2 0 2 6A
EA
1 0 .3 3 %
7 .2 1 %6 .2 6 %
2 .4 8 %
F Y 2 0 2 3 F E
P r i c e s )
%6
%5
5.6
0.6
% %5
36
2.
.6 6
F Y 2 0 2 7 F F Y 2 0 2 8 F
S e c to r a l G V A G r o w th(a
t c o n s ta n t p r ic e s 2 0 1 1 -1 2 )
1 0 .8 2 %
9 .1 2 %8 .9 9 %
7 .7 4 %7 .1 9 %8 .5 6 % 7 .3 4 %6 .1 5 % 5 .9 6 %6 .4 1 % 6 .5 64
.6 3 %5
.9 0 %
3 .1 2 % 3 .1 1 %2 .6 6 %
F Y 2 0 2 4 F R E F Y 2 0 2 5 P E F Y 2 0 2 6 F A E F Y 2 0 2 7 F
A g ricu ltu re In d u stry S e rv ice s G
%
V
7 .2 4 % 5 .6 2 %6
.0 5
2 .0 1 %
F Y 2 0 2 8 F
A
%also slowed, moderating to 2.07% in FY 2026 from 5.88% in the previous year. Reflecting these trends, the industrial
sector’s contribution to GVA declined slightly from 30.66% in FY 2025 to 30.32% in FY 2026, with a further moderation
expected to 30.03% by FY 2028.
The services sector continued to be the main driver of economic growth. It expanded by 9.12% in FY 2026 from 7.19%
in FY 2025. The services sector retained its position as the largest contributor to GVA, rising from 54.53% in FY 2024
to 54.93% in FY 2025, with a further increase to 57.08% in FY 2028.
Annual & Monthly IIP Growth
Industrial sector performance as measured by IIP index exhibited moderation in FY 2025, recording a 4.02% y-o-y growth
against 5.92% increase in the previous year. The manufacturing index showed moderation and grew by 4.08% in FY
2025 against 5.54% in FY 2024. Mining sector index too moderated and exhibited a growth of 3.03% in FY 2025 against
7.51% in the previous years while the Electricity sector Index, also witnessed moderation of 5.19% in FY 2025 against
7.07% in the previous year.
161
%85.1
%44.1-
-0
F
.8 5 %
Y 2 0
%69.0
%58.7-
-8
%75.9-
.4 5
F Y
%
2 1
%15.0-
M in in g
%81.21
1 1
F
M
.4 3 %
%77.11
Y 2 2
a
%39.7
n u
A
fa c
n n u a l IIP
tu rin g
%38.5
G r o w th
E le c tric
5 .2 4 %
%
%66
8.
84
.8
F Y 2 3
ity
%15.7
G e n e
5 .9 2
%45.5
F Y 2
ra
%
4
l
%70.7
%30.3 4 .0%80.4
F Y
2
2
%
5
%91.5Source: Ministry of Statistics & Programme Implementation (MOSPI)
The IIP growth rate for the month of November 2025 is 6.7% which was 0.5% in the month of October 2025. The growth
rates of the three sectors, Mining, Manufacturing and Electricity for the month of November 2025 were 5.4%, 8.0% and
-1.5% respectively.
Annual and Quarterly: Investment & Consumption Scenario
Other major indicators such as Gross fixed capital formation (GFCF), a measure of investments, has shown fluctuation
during FY 2025 as it registered 7.06% year-on-year growth against 8.78% yearly growth in FY 2024, taking the GFCF
to GDP ratio measured to 33.69%.
162
2 1
5 .0 %
.9 %
9 .2 %
1 .3 % 7
3 .7 %
.0 % 2 .1 %3 .3 %
2 2
5 .2 %
.0 %
5 .8 % 1 2 .4
2
%
0
2 .7 %
.6 %
1 .5 %1 .0 % 4
M
3 .9 %
S e c to r-w
5 .2 %
.1 % 6 .9 %
o n tly IIP C h a n g e o n Y
2 .6 %
1 .9 %
is e M o n tly IIP C h a n g
1 7 .4 %
5 .7 %2 .8 % 4 .2 %
-1 4 .9 %-1 5 .9 %
-O -Y B a s is
1 .5 %
e o n Y -O -Y
1 4 .4 %
-2 .1 %
-7 .9 %
4 .3 %
B a s is
M in in g
5 .5 %1 .9 % 4 .4 2%
4 .1 %
M a n
3 .7 %.7 % 6 .2
u
%
fac tu
4
4 .6 %
rin g
5 .8 %.4 % 2 .4 % 1
0 .5 %
E le c tric
2 .8 %.6 % 3 .6 %
ity
1
6 .7 %
4 .0 %7 .5.2 % %Source: Ministry of Statistics & Programme Implementation (MOSPI), CMIE Economics Outlook
On a quarterly basis, GFCF showed a fluctuating trend in year-on-year growth. After a sharp spike of 66.52% in Q1 FY
2021-22, growth moderated significantly and remained volatile across subsequent quarters. In FY 2024, the growth rate
eased to 6.05% in Q3 (Dec quarter) compared to 9.34% in Q2, as government capital spending slowed ahead of the 2024
general election. It improved slightly to 6.65% in Q1 FY 2024-25 but moderated again to 6.70% in Q2 and 5.23% in Q3,
before rebounding to 9.41% in Q4. In Q2 FY 2025-26, growth stood at 7.33%, lower than the previous quarter. The
GFCF to GDP ratio measured 34.37% in Q2 FY 2025-2026.
163
6
3
6
4
3 1 .6 0 %
1 .1 5 %
F Y 2 0 2 0
.5 2 %
.1 5 % 3 3 .4
1 5 .3
222
2--1
1220
022-
-21
QQ
3
0
%
%
3 1 .1 6 %
F Y 2 0 2 1
- 7 .1 0 %
3 4 .4 3 %3 1 .5 4 %
6 .3 7 %3
.6 0 %
2 22
2-
-1 12
20
02
2-
-3 4Q
Q
3
1
3 3 .3
1 7 .5
F Y 2
4 .9 1 %
6 .0 0 %
32-2202-1Q
8 %
2 %
0 2 2
G F C
G F C
3 3 .5 8 %
6 .4 3 %
32-2202-2Q
C a p it a l In v e
3 3 .6 4 %
8 .4 5 %
F Y 2 0 2 3
F ( y - o - y c h a n g
Q u a r t e r ly C
F (y -o -y )
3 4 .0 0 %3 2 .1 1 %
6 .7 3 % 5 .5 8 %
3 322-
-222
2002
2--3
4Q
Q
s t m e n t T r e n d In In d ia
3 3 .8 2 %3 3 .6 9 %3 3 .5 1 %
8 .7 8 % 7 .8 2 %7 .0 6 %
F Y 2 0 2 4 F Y 2 0 2 5 F Y 2 0 2 6 F A E
e ) In v e s t m e n t a s % o f G D P
a p it a l I n v e s t m e n t T r e n d in I n d ia
In v e s t m e n t T o G D P R a t io
3 4 .6 6 %3 4 .5 7 %3 4 .5 2 % 3 4 .3 1 % 3 3 .2 8 %3 2 .0 6 %
1 1 .7 1 %
9 .3 4 %8 .4 4 % 6 .7 0 %6 .6 5 %6 .0 5 %
4 44 4 5 52
2 2 222
-- - - --3 3 3 4 432
22 2 2 20
0 0 0 0022
2 2 22
- - - --1 42 3 1 2Q
QQ Q Q Q
3 3 .5 0 %
5 .6 2 %
F Y 2 0 2 7 F
3 3 .9 1 %3 1 .7 2 %
9 .4 1 %5 .2 3 %
5 52
2-
-4 42
20
02
2-
-3 4Q
Q
3 3 .8 1 %
7 .2 1 %
F Y 2 0 2 8 F
3 4 .5 7 % 3 4 .3 7 %
7 .8 2 % 7 .3 3 %
6 622-
-552
2002
2--1
2Q
QPrivate Consumption Scenario
Sources: MOSPI, CMIE Economics Outlook
Private Final Expenditure (PFCE) a realistic proxy to gauge household spending, observed growth in FY 2025 as
compared to FY 2024. Quarterly Private Final Consumption Expenditure (PFCE) has reported 7.95% growth rate during
Q2 of FY 2025-26 as compared to the 6.41% growth rate in the corresponding period of previous financial year.
Inflation Scenario
The annual rate of inflation based on All India Wholesale Price Index (WPI) number is (-) 0.32% (provisional) for the
month of November 2025 (over November 2024). Negative rate of inflation in November 2025 is primarily due to
decrease in prices of food articles, mineral oils, crude petroleum & natural gas, manufacture of basic metals and electricity
etc.
Primary Articles (Weight 22.62%): The index for this major group increased by 2.07% from 188.2 (provisional) for the
month of October 2025 to 192.1 (provisional) in November 2025. Moreover, the price of minerals (4.50%), food articles
(2.50%) and non-food articles (1.28%) increased in November 2025 as compared to October 2025. However, the price
of Crude Petroleum & Natural Gas (-1.62%) decreased in November 2025 as compared to October 2025.
Fuel & Power (Weight 13.15%): The index for this major group increased by 1.03% from 145.0 (provisional) for the
month of October 2025 to 146.5 (provisional) in November 2025. Furthermore, the price of electricity (6.70%) increased
in November 2025 as compared to October 2025. In contrast, the price of mineral oils (0.67%) decreased in November
164
1 8 .0
22-1202-1Q
5
F
%
1
5
Y
3
.1
2
.6
22-1202-2Q
7
0
5
%
2
%1
0
1 .0
22-1202-3Q
F
- 5
4 %
P
Y 2
.2 9
Q u
6 .2
22-1202-4Q
r
0
%
a
3
iv a
2 1
r t e
1
%
t e C o n s u m
1 1 .6 8 %
F Y 2 0 2 2
r ly P r iv a t e C
9 .3 5 %
8 .9 8 %
2 .4
33 322
2--
-22
222
200
022
2--
-21 3QQ
Q
p t io n T
7 .4 7 %
F Y 2 0 2
o n s u m
1 % 2 .1 4
32-2202-4Q
r
3
p
%
e n d
F
t io n
7 .4 1
42-3202
1Q
in I n d ia
5 .5 6 %
Y 2 0 2 4
T r e n d in
% 52
.9 5 %
42-3202-2Q
( P F C E
7 .2 0 %
F Y 2 0 2
In d ia , P
6 .2.6 9 %
4 42
2-
-3
32
20
02
2-
-3 4Q
Q
G
5
F C
3 %
r
E
8
o w t h )
7 .0 4 %
F Y 2 0 2F
A E
( Y - o - Y
.2 8 % 6 .4
5 52
2-
-4
42
20
02
2-
-1 2Q
Q
6
1
G
%
6 .6
F Y 2
r o w t
8 .1 5 %
52-4202-3Q
5
0
h
%
2
)
5
7
.9
52-4202-4Q
F
5 %
F
7
5 .6 1
Y 2 0
.0 5 %
62-5202-1Q
%
2
7
8 F
.9
62-5202-2Q
5 %2025 as compared to October 2025. The price of coal remained same as in the previous month.
Manufactured Products (Weight 64.23%): The index for this major group decreased by (-) 0.07% from 145.1 (provisional)
for the month of October 2025 to 145.0 (provisional) in November 2025. In addition, out of the 22 NIC two-digit groups
for manufactured products, 14 groups witnessed a decrease in prices, 7 groups witnessed an increase in prices and 1 group
witnessed no change in prices. Some of the important groups that showed month-over-month decrease in prices were
manufacturers of fabricated metal products, except machinery and equipment; food products; other non-metallic mineral
products; computer, electronic and optical products and chemicals and chemical products etc. Conversely, some of the
groups that witnessed an increase in prices were other manufacturing; machinery and equipment; textiles; electrical
equipment and wearing apparel etc. in November 2025 as compared to October 2025.
Source: MOSPI, Office of Economic Advisor
Retail inflation rate (as measured by the Consumer Price Index) in India showed notable fluctuations between November
2024 and November2025. Year-on-year inflation rate based on All India Consumer Price Index (CPI) for the month of
November 2025 over November 2024 is 0.71% (Provisional). Moreover, there is an increase of 46 basis points in headline
inflation of November 2025 in comparison to October 2025.
Rural Inflation: An increase in headline and food inflation in the rural sector is observed in November 2025. The headline
inflation is 0.10% (Provisional) in November 2025 while it was -0.25% in October 2025. Furthermore, in urban inflation,
an increase from 0.88% in October 2025 to 1.40% (Provisional) in November 2025 is observed in headline inflation of
the urban sector. In addition, an increase is also observed in food inflation from -5.18% in October 2025 to -3.60%
(Provisional) in November 2025. As part of its anti-inflationary stance, the Reserve Bank of India (RBI) hiked the repo
165
2
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0 .8 5 %
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Y-o-Y Growth in Monthly Consumer Price Indices (2011-12 Series)
Rural Urban India
6.21% 5.48%
5.22%
4.26%
3.61%
3.34%
3.16%
2.10% 2.07%
1.61% 1.44%
0.71%
0.21% 0.25%rate by 250 basis points between May 2022 and 8 February 2023, holding it steady at 6.50% until January 2025. On 5
December2025, the RBI reduced the repo rate by 25 basis points, bringing it to 5.25%.
Sources: CMIE Economic Outlook
Growth Outlook
The Union Budget 2026–27 sets out a quantitatively strong push to build resilient supply chains and develop
next‑generation industrial capacity. The record ₹12.2 trillion capital expenditure outlay aims to ease logistics bottlenecks
and enhance India’s cost competitiveness. Employment measures extend across both urban and rural India in one sweep.
In cities and large towns, capex is channelled into “connectors” such as the seven proposed high‑speed rail corridors and
upgraded Tier‑2 and Tier‑3 infrastructure, creating construction, logistics, and service jobs while cutting commute times.
In smaller towns and villages, jobs are expected to grow through mega textile parks, the Mahatma Gandhi Gram Swaraj
Initiative’s push for khadi and handloom, training for tourist guides, and new waterways and coastal shipping. Together,
these steps broaden the wage base instead of providing a short‑term bump.
Strategic supply chains receive an important push. Dedicated rare earth corridors in Odisha, Kerala, Andhra Pradesh, and
Tamil Nadu; customs exemptions for capital goods used in critical mineral processing and battery cells; and the India
Semiconductor Mission 2.0 aim to pull manufacturing deeper into components and materials. If executed well, these
measures reduce import dependence in magnets, batteries, and chip inputs and lift the share of higher‑productivity
manufacturing jobs — raising household incomes durably.
The conclusion of the India–EU FTA negotiations mark a major strategic milestone, as it unlocks near-universal market
access for 99.5% of India’s exports by value and integrates India more deeply into a USD 24 trillion economic bloc. By
providing duty-free entry for key labour-intensive sectors, expanding services access, and establishing a mobility
framework for Indian professionals, the agreement strengthens India’s export competitiveness, supports high-value job
creation, and ensures a predictable, rules-based environment for long-term trade and investment flows.
The India–Oman CEPA creates a comprehensive framework covering goods, services, investment, and regulatory
cooperation. With bilateral trade at USD 10.61 billion in FY 2024–25, the CEPA grants India 100% duty-free access
across 98.08% of Oman’s tariff lines (99.38% of export value) from Day One. This access expands opportunities across
engineering goods, pharmaceuticals, agriculture, chemicals, electronics, textiles, marine products, and gems & jewellery,
while a calibrated exclusion list protects sensitive domestic and MSME-linked sectors
Key Growth/Demographic Drivers for Economic Growth
Government focus on infrastructure development
The infrastructure sector has received a strong boost in Budget FY27, marked by a record Rs 12.2trn public capital
expenditure allocation, reinforcing the government’s focus on making assets more efficient and sustainable. The
introduction of the landmark Infrastructure Risk Guarantee Fund aims to provide partial credit guarantees to lenders and
revitalise private sector participation in large-scale projects. By lowering project risk premiums and easing borrowing
166
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4
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e
5
p
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5
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.5
t
0
e %
6 .2 5
5
6 .0
.5 0
0
5 .2 5costs, this mechanism is likely to help crowd in private capital and accelerate construction phase financing across the
sector. The transport and logistics sector, in particular, will buoy infrastructure growth. Railways have received a
substantial boost in allocation, which will help support the planned development of seven new high speed rail corridors
and a Dankuni-Surat DFC, which aims to cut logistics costs and improve national connectivity. Moreover, the rollout of
20 new National Waterways, new ship repair hubs and a scheme to double the share of coastal and inland water transport
from 6.0% to 12.0% by 2047 will together build a greener, more efficient multimodal freight network. Urban
transformation continues through targeted development of Tier 2 and Tier 3 cities – with populations over 0.5mn –
alongside the creation of City Economic Regions, each supported by multi year challenge based financing to establish
new growth hubs and reduce pressure on metros. A broader ecosystem of reforms strengthens medium term sector
prospects. The government aims to scale domestic construction and infrastructure equipment manufacturing, reducing
import dependence and improving execution capability in tunnelling, metro construction and road building machinery.
The monetisation of CPSE assets will be accelerated through dedicated REIT structures, helping unlock liquidity for
redevelopment and new project pipelines. Additional support flows through region specific initiatives, such as industrial
corridor expansion, and tourism development in cultural and Buddhist heritage zones will further reinforce construction
demand.
Together, these measures will strengthen India’s infrastructure ecosystem through higher public investment, improved
risk mitigation tools and wider multimodal connectivity – creating a constructive environment for sustained growth in
construction, logistics and urban development.
Union Budget, Government of India
Development of Domestic Manufacturing Capability
The Government launched Production Linked Incentive (PLI) scheme in early 2020, initially aimed at improving domestic
manufacturing capability in large scale electronic manufacturing and gradually extended to other sectors. At present it
covers 14 sectors, ranging from medical devices to solar PV modules. The PLI scheme provides incentives to companies
on incremental sales of products manufactured in India. This incentive structure is aimed to attracting private investment
into setting up manufacturing units and thereby beef up the domestic production capabilities. The overall incentives
earmarked for PLI scheme is estimated to be INR 2 trillion. If fully realizing the PLI scheme would have the ability to add
nearly 4% to annual GDP growth, by way of incremental revenue generated from the newly formed manufacturing units.
Strong Domestic Demand
Domestic demand has traditionally been one of the strong drivers of Indian economy. After a brief lull caused by Covid-
19 pandemic, the domestic demand is recovering. Consumer confidence surveys by Reserve Bank / other institutions are
points to an improvement in consumer confidence index, which is a precursor of improving demand. India has a strong
middle-class segment which has been the major driver of domestic demand. Factors like fast paced urbanization and
improving income scenario in rural markets are expected to accelerate domestic demand further. This revival is perfectly
captured by the private final consumption expenditure (PFCE) metric. The PFCE at current prices is on steady rise from
167
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4 .2 6
2 0 2 1
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F Y
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5 .9 3
2 0 2 2
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1
2
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2 7 B EFY 2022 onwards. Between FY 2015-26, PFCE in India has improved by nearly 2.5 times its share in GDP has increased
from 58.1% to about 61.5% in FY 2026 (as per the first advance estimates).
Source: Ministry of Statistics & Programme Implementation (MOSPI)
There are two factors that are driving this domestic demand: One the large pool of consumers and second the improvement
in purchasing power.
• The share of middle class increased from nearly 14% in 2005 to nearly 30% in 2021 and is expected to cross 60%
by 20470F0F0F0F2. This expanding middle class household segment is fuelling India’s growth story and would
continue to play a key role in propelling India’s economic growth.
• Consumer driven domestic demand is majorly fuelled by this growth in per capita income. As per National Statistics
Office (NSO) As per National Statistics Office (NSO), India’s per capita net national income (at constant prices)
stood at INR 1,21,968 crore in FY 2026 against INR 1,14,710 crore in FY 2025 and INR 87,586 in FY 2018. This
increase in per capita income has impacted the purchasing pattern as well as disposable income. The disposable
income during the FY 2018-26 has increased from INR 131,753 to INR 2,54,849 increasing at CAGR 9.2%.
Source: Ministry of Statistics & Programme Implementation (MOSPI)
2 As per the survey conducted by People Research on India’s Consumer Economy. Households with annual income in the range of
INR 5 – 30 lakh is considered as middle-class households.
168
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7 6 3 7 9
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IN R a t c u r r e n t p r ic e s
6 1 .5 %6
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6 1 .0 %
1 1 9 5 1 61
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9 4 9 6
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Per Capita Gross National Disposable Income (in INR Crore)
2,54,849
2,38,270
219312
197697
174816
144620 152504 148586
131743
FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026
PE FAEIndia’s Per capita GDP trends
India is poised to become the world's third-largest economy with a projected GDP of USD 5 trillion within the next three
years, driven by ongoing reforms. As one of the fastest-growing major economies, India currently holds the position of
the fifth-largest economy globally, following the US, China, Japan, and Germany. By 2027-28, it is anticipated that India
will surpass both Germany and Japan, reaching the third-largest spot. This growth is bolstered by a surge in foreign
investments and a wave of new trade agreements with India’s burgeoning market of 1.4 billion people. The aviation
industry is witnessing unprecedented orders, global electronics manufacturers are expanding their production capabilities,
and suppliers traditionally concentrated in southern China’s manufacturing hubs are now shifting towards India.
To achieve its vision of becoming the world’s third-largest economy by 2027-28, India will need to implement
transformative industrial and governmental policies. These policies will be crucial for sustaining the consistent growth of
the nation's per capita GDP over the long term.
Growth in GDP Per Capita; Current Prices, USD (India)
3,637.6
3,330.0
3,051.3
2,818.0
2,694.7
2,530.1
2,347.4
2,239.6
1,907.0
CY 2020 CY 2021 CY 2022 CY 2023 CY 2024 CY 2025F CY 2026F CY 2027F CY 2028F
Source: IMF
From CY 2024-30, India’s per capita GDP is projected to grow at a compound annual growth rate of 7.8%. This growth
will be driven by the service sector, which now accounts for over 50% of India's GDP, marking a significant shift from
agriculture to services.
Increasing Urbanization
As per the handbook of urban statistics 2022, India's urban population has been on a steady rise, with urban dwellers
accounting for over 469 million in 2021, is projected to soar to over 558 million by 2031 and further exceed to 600 million
by 2036.
Growth in Urban Population (% of total population)
38.6
38.1
37.5
36.9
36.4
35.9
35.4
35.1
34.8
34.4
34.1
33.8
2019 2020 2021 2022 2023 2024 2025E 2026F 2027F 2028F 2029F 2030F
169Source: World Bank,1F1F1F1F3 D&B Research and Estimates
The share of urban population in total population has been quickly escalating. In 2019, 33.81% of the total population was
urban. By 2024, its has reached to 35.38%, showing an increment of 1.15% in span of five years. The share of urban
population is further forecasted to cross 40% by 2030. This increase in urban population is set to demand drastic changes
in infrastructure development. Cities are a major driver for the construction industry. With cities expanding rapidly, there
will be an increased need for improved housing, water supply, sewage systems, and electricity. Urban planning will need
to account for higher population densities, necessitating the development of smart cities with integrated technology for
efficient management of resources and services. The Smart Cities Mission targeted at 100 cities is aimed at improving the
quality of life through modernized/ technology driven urban planning. This transformation will also require significant
investment in public health, education, and recreational facilities to enhance the quality of urban living. The surge in urban
population will also propel demand for improvement in multimodal transport infrastructure for freight and passenger travel
requirement.
Rural Vs Urban Working Population Age Group
As India continues to experience economic growth and development, the working population in both rural and urban areas
is increasing. In case of urban population, this growth is marked from a share of 45.8% in FY20 to 49.4% in FY24, whereas
in rural areas, it grew from 53.3% in FY20 to 62.1% in FY24.
This growth is driven by a combination of factors, including demographic changes, economic policies, and the expansion
of various industries. The rise in employment opportunities across sectors such as agriculture, manufacturing, services,
and information technology has contributed to the overall increase in the working population, thereby fostering economic
stability and enhancing the standard of living for many Indians.
Source: Periodic Labour Force Survey (PLFS) Annual Report 2023-2024, D&B Research and Estimates
In urban areas, the working population is growing rapidly due to the proliferation of jobs in sectors like IT, finance, retail,
and healthcare. Additionally, the development of infrastructure, such as improved transportation networks and housing,
has made urban centers more accessible and desirable for the working population. In rural areas, the working population
remains substantial, primarily due to the dominance of the agricultural sector. Government initiatives aimed at rural
development, such as improved access to education and skill development programs, have also played a crucial role in
enhancing employment prospects in these regions. The dominance of the rural working population over their urban
counterparts can be attributed to the agricultural sector's labour-intensive nature ensures a consistent demand for human
3https://data.worldbank.org/indicator/SP.URB.TOTL.IN.ZS?end=2022&locations=IN&skipRedirection=true&start=19
60&view=chart
170
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Foreign Direct Investment Trend in India
FDI inflow in India has observed a steady increase between FY 2013 till FY 2022 while it witnessed a decline of 15% in
FY 2023 and of -0.1% in FY 2024 due to several factors, including the ongoing conflict between Russia and Ukraine,
changes in US monetary policy, and other global uncertainties. However, the country has received substantial FDI inflow
between from April 2000-December 2024. This increasing FDI can be attributed to the new investment facilitation
measures like the National Single-Window System (NSWS), which streamlines the approval and clearance process for
investors, entrepreneurs, and businesses sectoral along with PLI schemes, emerging growth prospects in tier-2 and tier-3
cities. Further, tax compliance for startups and foreign investors have been simplified where the Income Tax Act, 1961
has been amended in 2024 to abolish angel tax and to reduce income tax rate chargeable on income of a foreign company.
FDI Inflow in India (USD million)
84,835
81,973 80,615
74,391
71,355 71,279
60,220 60,974 62,001
55,559
46,556 45,148
34,847 34,298 36,046
25,178
Sources: Department for Promotion of Industry and Internal Trade
• As per World Investment report 2025, India ranking improved by one position to rank 15th place for global FDI
destinations, attracting USD 27.6 billion as an FDI destination in 2024, up from 16th in 2023.
• India ranked as the 4th largest recipient of greenfield projects with 1,080 greenfield projects in 2024 announcements,
as per the World Investment Report 2025.
Electricity Generation, Transmission & Distribution (T&D) Scenario in India
Brief overview of electricity landscape in India: generation, transmission & distribution segments
India’s electricity industry is separated in three different segments: (i) Electricity Generation; (ii) Transmission; and
Distribution. India’s electricity landscape is characterized by its vast, diverse, and rapidly evolving infrastructure that
supports one of the world’s largest and most complex power systems. The country’s electricity ecosystem is shaped by a
mixed energy basket, including thermal, hydro, nuclear, and a growing share of renewable energy sources. With growing
industrialization, urbanization, and rural electrification, the demand for electricity continues to rise steadily, pushing the
sector towards capacity expansion, technological upgrades, and policy reforms. India's power sector has undergone
significant transformation, particularly in terms of increasing private sector participation, regulatory structuring, and
focus on sustainability.
Government-led reforms, institutional restructuring, and schemes like “Power for All” have focused on ensuring universal
access, improving power quality, and modernizing outdated infrastructure. These efforts are aligned with India’s broader
goals of energy security, affordability, and environmental sustainability. Institutions like the Ministry of Power, Central
Electricity Authority (CEA), and state electricity boards play key roles in policy implementation and system coordination.
Additionally, renewable energy integration and grid modernization have become central themes in recent years, aided by
national missions and smart grid initiatives.
171Generation Segment:
Electricity generation in India operates through a mixed portfolio of energy sources that include coal, gas, hydro, nuclear,
and renewable sources such as solar and wind. Historically, coal-based thermal power has dominated, but the country is
steadily diversifying toward cleaner options. The generation landscape includes central public sector undertakings, state-
owned plants, and a significant share of private players, especially in renewables. This competitive and layered structure
promotes capacity expansion, pricing efficiency, and innovation in generation technologies.
The government has set ambitious targets for renewable energy generation, prompting a surge in solar parks, wind farms,
and hybrid energy projects. The policy framework promotes independent power producers and facilitates bidding
mechanisms that ensure competitive tariffs. Technological innovations like ultra-supercritical coal plants, floating solar
panels, and offshore wind projects are being explored to increase generation efficiency and reduce carbon footprints.
Decentralized generation through rooftop solar and bioenergy also plays a growing role, particularly in rural and remote
areas.
Transmission Segment:
India’s electricity transmission segment acts as the backbone of the power sector, enabling the transfer of electricity from
generating stations to distribution networks across states and regions. The national grid, operated by the Power Grid
Corporation of India and other state-level entities, is structured to handle high-voltage bulk transfers across long
distances. A key characteristic of the Indian transmission system is its increasing inter-regional connectivity, ensuring
resource optimization and power availability across different parts of the country.
The transmission segment has witnessed significant modernization with the introduction of high-voltage direct current
(HVDC) lines, smart grid technologies, and real-time monitoring systems. Policies have encouraged private sector
participation through tariff-based competitive bidding and joint ventures, contributing to both capacity and operational
efficiency. Transmission planning has become increasingly aligned with the expansion of renewable energy, with the
development of dedicated green energy corridors and grid integration solutions for variable power sources.
Distribution Segment:
The distribution segment is the most consumer-facing part of the electricity value chain and also the most stressed. It
involves delivering power from substations to end-users, including residential, commercial, agricultural, and industrial
consumers. Distribution utilities primarily state-owned discoms have long grappled with issues like technical and
commercial losses, poor billing efficiency, and financial distress. This has led to service reliability concerns and impacted
the overall viability of the power sector.
Reforms in the distribution space have gained momentum through initiatives aimed at improving efficiency, reducing
aggregate technical and commercial (AT&C) losses, and ensuring financial sustainability. Schemes promoting smart
metering, feeder segregation, and prepaid billing are helping utilities improve operations and customer experience.
Additionally, privatization of discoms and performance-linked incentives are being explored in several regions to enhance
accountability and service quality. However, structural issues like cross-subsidization, outdated infrastructure, and
limited tariff rationalization continue to hinder the progress. Moving forward, the emphasis is on digital transformation,
regulatory clarity, and consumer-centric approaches to make the distribution system more robust and responsive.
Technologies like artificial intelligence for load forecasting, blockchain for energy trading, and integrated energy
platforms are gradually reshaping the distribution ecosystem in India.
Generation Scenario
India’s electricity generation scenario is undergoing a significant transformation, driven by a shift from conventional
fossil-fuel-based sources toward a more diversified and sustainable energy mix. While coal remains a dominant player
in baseload generation, there is strong policy and investment momentum around renewable energy particularly solar,
wind, and hydro to enhance energy security and reduce environmental impact. Public sector utilities, private independent
power producers, and state-level generators contribute to a competitive and evolving generation landscape. The focus is
now expanding beyond capacity addition to include efficiency, cleaner technologies, and improved grid integration,
especially as decentralized and variable sources like rooftop solar become more prevalent across rural and urban regions.
Installed electricity generation capacity: current scenario & historical growth trends (last 5 years)
Electricity demand in India has grown exponentially on the back of rapid urbanization, and large-scale industrialization.
172The two factors have increased the pool of consumers, as well as increased the per-unit consumption. This developing
demand landscape has led to a rapid scale-up in the generation sector, with capacity addition happening across thermal,
hydroelectric, nuclear, and renewable energy.
Installed Capacity
Installed Electricity Generation Capacity (in GW)
514
475
442
416
401
370 379
FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 (Dec)
Source: Central Electricity Authority, Ministry of Power
India’s installed electricity generation capacity has recorded steady growth over recent years, increasing from 370 GW
in FY 2020 to 475 GW in FY 2025, representing a CAGR of 5.1%. This consistent expansion reflects the country’s
sustained efforts to strengthen its power infrastructure in line with rising energy demand across industrial, commercial,
and residential segments. Capacity additions have been driven by continued investments in both conventional and
renewable energy sources, highlighting a strategic focus on energy diversification, reliability, and long-term
sustainability.
The growth momentum has further accelerated in FY 2026, with installed electricity generation capacity reaching 514
GW as of December 2025, underscoring India’s proactive approach to ensuring energy security. As of FY 2025, the
installed base of 475.2 GW already reflected a well-diversified energy mix, and the subsequent increase reinforces
national objectives of supporting economic growth, expanding energy access, reducing import dependence, and
transitioning toward a cleaner and more resilient power system.
Generation capacity by sources (thermal / renewable / hydro / others)
India’s electricity generation capacity is built on a diverse mix of energy sources, structured to balance energy security,
affordability, and environmental sustainability. Thermal power, primarily coal-based, has historically dominated the
installed capacity due to its reliability in providing continuous baseload power. Natural gas and lignite contribute smaller
portions within the thermal category. Over time, the country has significantly expanded its non-fossil fuel capacity,
particularly in the renewable energy space, driven by supportive policy frameworks, technological advances, and
international climate commitments. sources, with a growing emphasis on grid flexibility, energy storage, and hybrid
systems to support the integration of variable renewable energy.
173Source: Central Electricity Authority Renewables, including solar, wind, small hydro, and biomass, now form a key pillar
of India’s installed capacity strategy, with solar and wind showing strong year-on-year growth. Large hydroelectric
projects, while technically renewable, are often tracked separately and continue to play a critical role in peak power and
grid balancing. Other sources like nuclear energy provide clean baseload power, though their share remains modest due
to long development timelines and regulatory complexities. Overall, India’s capacity mix is shifting steadily toward
cleaner
Installed Capacity with sources, FY 2026
Hydro
10%
Nuclear
2%
Thermal
52%
RES
36%
Total InstalledCapacity (GW): 514
Thermal power continues to dominate the energy landscape, accounting for 52% of the total installed capacity, or 246.93
GW. This includes coal, lignite, gas, and diesel-based generation. Despite growing environmental concerns, thermal
power remains the backbone of India’s electricity supply due to its ability to provide consistent base-load power and
support grid stability, particularly in regions with high demand and limited renewable penetration.
Renewable Energy Sources (RES), comprising solar, wind, biomass, and small hydro, make up 36% of the installed
capacity, totalling 172.36 GW. This significant share reflects India’s strong commitment to clean energy, driven by
ambitious government targets, favourable policy frameworks, and increased private sector participation. Solar and wind
energy, in particular, have seen rapid growth due to falling technology costs and large-scale project implementation under
national missions.
Hydropower contributes 10% of the capacity (47.72 GW), reinforcing its role as a flexible and dispatchable renewable
source. Hydropower not only aids in peak load management but also supports grid balancing, especially with the growing
share of intermittent renewables like solar and wind. Meanwhile, nuclear energy, with a capacity of 8.18 GW (or 2%),
provides a stable, low-emission base-load alternative and continues to play a supporting role in India's clean energy
ambitions.
This distribution of capacity in FY 2025 reflects India’s multi-pronged approach to energy planning, maintaining reliable
conventional generation while accelerating the shift toward greener and more sustainable energy solutions.
Electricity generation scenario in India: current scenario & historical growth trend in generation (last 5 years)
India's electricity generation landscape is marked by a diversified energy mix and a strong emphasis on capacity
expansion to meet rising demand. While India’s Generations segment has been predominantlydominated by thermal
power sources, there has been a significant shift towards renewable energy sources (consisting of solar, wind, biomass,
and small hydro), in line with climate commitments and sustainability goals. The government has implemented numerous
policy initiatives to promote clean energy, enhance grid integration, and ensure a reliable supply. With a focus on self-
reliance and energy security, India is also investing in nuclear power and emerging technologies like green hydrogen and
174battery storage. The sector is undergoing a transformation with increasing private participation, digitalization of power
assets, and enhanced efficiency through modern generation techniques and environmental compliance.
India's electricity generation performance has demonstrated a steady growth trend over recent fiscal years, reflecting
expanding generation capacity alongside rising electricity demand. Total electricity generation, measured in billion units
(BU), exhibited a clear upward trajectory from FY 2019 to FY 2025, registering an overall Compound Annual Growth
Rate (CAGR) of 4.8%. Generation stood at 1,376 BU in FY 2019, increased marginally to 1,389 BU in FY 2020, and
moderated slightly to 1,382 BU in FY 2021. A stronger recovery was observed in FY 2022, with generation rising to
1,492 BU, followed by sustained growth to 1,624 BU in FY 2023.
The upward trend continued, with electricity generation reaching 1,824 BU in FY 2025, reflecting robust demand growth
and improved supply availability. In FY 2026, electricity generation has remained strong, with 1,375 BU generated as of
December 2025, indicating a healthy pace of production within the first nine months of the fiscal year. This sustained
performance underscores India’s improving power sector efficiency and its ability to meet rising consumption driven by
economic activity, urbanisation, and increasing electrification across sectors.
Electricity Generation Performance (BU)
1824.0
1734.0
1624.0
1492.0
1376.0 1389.0 1382.0 1375.0
FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 (Dec)
Source: Ministry of Power
This growth can be attributed to various factors, including improvements in power generation infrastructure, higher
utilization of existing capacity, and the addition of new generation projects. It also reflects the country’s ongoing efforts
to meet the rising electricity demand driven by population growth, urbanization, and economic development.
The steady increase in electricity generation performance underscores the effectiveness of India's energy policies and
investment in the power sector. The electricity generation performance reveals a strong and positive trend, reflecting
India’s expanding power sector and its ability to meet growing electricity demand. The consistent growth in generation
capacity is indicative of a well-functioning energy sector poised to support the country’s future development needs.
Tracking the per capita electricity consumption growth in India (last 5 years)
India’s Per Capita Electricity Consumption
India's per capita electricity consumption has been steadily increasing over the years, reflecting its rapid industrialization,
urbanization, and efforts to electrify rural areas. The per capita consumption, measured in kilowatt-hours kWh, exhibited
a consistent increase from FY 2019 to FY2025, with an overall CAGR of 3.4%. In FY 2019, the per capita consumption
stood at 1,181 kWh. This figure increased modestly to 1,208 kWh in FY 2020. Despite a slight dip to 1,161 kWh in FY
2021, the consumption rebounded to 1,255 kWh in FY 2022. This upward trend continued into FY 2023, with per capita
consumption reaching 1,331 kWh. This upward trend continued into FY 2024, with per capita consumption reaching
1,395 kWh. The latest data for FY2025 indicates a further rise to 1,460 kWh. This growth trajectory signifies an ongoing
175rise in electricity demand, likely driven by economic development, increased industrial activity, and improving access to
electricity across various regions.
India's Per Capita Electricity Consumption (in Kwh)
1,460
1,395
1,331
1,255
1,181 1,208 1,161
FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
Source: Central Electricity Authority, CEA
Electricity consumption growth in India includes extensive rural electrification efforts through initiatives such as
Saubhagya and the Deen Dayal Upadhyaya Gram Jyoti Yojana, which have provided electricity access to millions of
rural households. Additionally, the expansion of industries, particularly in manufacturing, cement, steel, and textiles, has
significantly fuelled industrial demand. The rapid pace of urbanization, along with increasing appliance ownership and
evolving consumption patterns, has further driven higher electricity usage in residential sectors. Despite these
advancements, India's per capita electricity consumption remains considerably lower than that of many developed
nations, largely due to its vast population and diverse socio-economic conditions.
2. Electricity demand v/s supply scenario in India
India’s electricity demand has grown steadily over recent years, reflecting increased industrial activity, urbanization, and
rural electrification. Between FY 2020 and FY 2025, the total energy requirement rose from 1,291 BU to 1,694 BU,
registering a Compound Annual Growth Rate (CAGR) of 5.6% on the back of strong economic growth, expanding
infrastructure, and higher consumption across residential and industrial segments. This consistent rise highlights the
expanding energy needs of the country’s growing economy. In parallel, electricity supply has kept pace, improving
significantly in both volume and reliability. For instance, while the supply in FY 2020 was 1,284.4 BU, it increased to
1,692.4 BU by FY 2025, resulting in a sharp decline in the power deficit from 6.6 BU to just 1.6 BU over the same period.
Till FY 2026 December, the energy requirement stood at 1,286 BU, energy supplied at 1,285.5 BU, and the power deficit
further narrowed to 0.5 BU.
176Electricity Scenario in India: Demand v/s Supply (In BU)
1,694 1692.4
1,626 1622.0
1,514 1505.9
1,380 1374.0
1,291 1284.4 1,276 1270.7 1286.0 1285.5
FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026*
Energy Requirement Energy Supplied
Source: Central Electricity Authority, Ministry of Power,
*Note: For FY 2026, the figures are up to December 2025
Energy Demand v/s Supply: Deficit (In BU)
7.6
6.6
5.8
4.8
4.1
1.6
0.5
FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026*
Source: Central Electricity Authority, Ministry of Power
*Note: For FY 2026, the figures are up to December 2025
The narrowing gap between demand and supply over these years indicates improvements in generation capacity, grid
infrastructure, and operational efficiency. Even as demand surged year after year, the shortfall remained marginal and
continued to shrink. Notably, in FY 2026 (up to May), the deficit stood at just 0.1 BU, pointing to a near-balanced power
scenario. This performance underscores India’s progress toward achieving energy adequacy, ensuring uninterrupted
supply, and reducing regional and seasonal shortages. It reflects the success of sustained investments in power generation,
particularly in renewables, along with better demand forecasting and grid management.
India’s peak electricity demand has seen a steady upward trajectory in recent years, driven by rising consumption across
residential, industrial, and commercial sectors. From 183.8 GW in FY 2020, the country's peak demand increased to
249.9 GW in FY 2025, reflecting a CAGR of 6.3% over the five-year period. This robust growth mirrors the country’s
broader economic expansion, increased electrification, and higher appliance and cooling loads, especially during summer
months.
177Peak Demand and Supply Scenario (In GW)
243.3 239.9 249.9 249.9 242.7 242.4
215.9
203.0 200.5 207.2
183.8 182.5 190.2 189.4
FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026*
Peak Demand Peak Demand Met
Source: Central Electricity Authority, Ministry of Power
*Note: For FY 2026, the figures are up to December 2025
Alongside rising demand, the country has significantly improved its ability to meet peak load requirements. While in
earlier years there were minor gaps, such as a shortfall of 1.3 GW in FY 2020 and 8.7 GW in FY 2023, India achieved
full demand met in FY 2025, with supply matching peak demand at 249.9 GW. This milestone highlights improvements
in power system reliability, better grid resilience, and enhanced coordination between generation and transmission
infrastructure.
For FY 2026, provisional figures up to December 2025 indicate a peak demand of 242.7 GW, with a marginal shortfall
of 0.3 GW. While these values may increase as the year progresses, especially during peak summer, early data suggests
continued strength in India’s ability to handle peak load situations. Overall, the trend points to a power sector that is
becoming more responsive and resilient, capable of keeping pace with rising demand while maintaining grid stability and
supply adequacy.
As per National Electricity Plan published in October, 2024 by CEA, Peak Electricity Demand is expected to increase to
93,126 MW and 101,054 MW in Western and Northern Region for 2026-2027. The following table forecasts Peak
Electricity Demand for Western and Northern Region on State-wise basis:
Northern Region Peak Electricity Demand 2026-2027 (MW)
Chandigarh 492
Delhi 9,460
Haryana 16,337
Himachal Pradesh 2,571
Jammu & Kashmir 3,566
Ladakh 85
Punjab 17,698
Rajasthan 23,383
Uttar Pradesh 36,499
Uttarakhand 3,122
Total (Northern Region) 101,054
Source: National Electricity Plan, October, 2024
Western Region Peak Electricity Demand 2026-2027 (MW)
Chhattisgarh 7,661
DNH & DD 1,766
Goa 901
Gujarat 30,873
Madhya Pradesh 22,400
Maharashtra 36,775
Total (Western Region) 93,126
178Source: National Electricity Plan, October, 2024
Transmission & Distribution (T&D) Scenario
Based on the projected increase in electrical energy requirements and peak electricity demand in India, there is a clear
need for substantial growth in power transmission and distribution infrastructure. The country’s projected energy demand
is expected to grow to 1,907 billion units (BU) in FY 2027 and 2,473 BU in FY 2032 and the expected increase in peak
electricity demand from 216 gigawatts (GW) in FY 2023 to 277 GW in FY 2027 and 366 GW in FY 2032. To meet the
rising demand, significant investments and advancements in the power sector are being made. It is expected that the
transmission and distribution infrastructure will experience a substantial expansion to accommodate the growing
electricity requirements.
The power transmission and distribution network will need to be strengthened and expanded with significant
augmentation of the distribution infrastructure. This will involve the construction of new transmission lines, substations,
and transformers, as well as upgrades to existing distribution networks to enhance the capacity and efficiency of the grid.
Additionally, the deployment of advanced technologies such as smart grids and grid automation will be necessary to
ensure optimal power flow and monitoring.
Furthermore, the expected increase in additional capacity requirement will also require the installation of new
transformers, distribution lines, and metering systems to handle the higher loads and ensure reliable power supply to
consumers. Thus, growth in power transmission and distribution infrastructure in India is essential to meet the steadily
increasing demand for electricity. The expansion of these networks will enable the efficient and reliable supply of power,
supporting the nation's economic growth, industrial development, and achieving all power and energy goals.
Review of Transmission System augmentation during the period 2017-22
1,04,400 ckm of transmission lines and 3,27,889 MVA of transformation capacity in sub-stations at 220 kV and above
voltage levels were planned to be added during the period 2017-22. Against this target, 88,865 ckm (85 % of the target)
of transmission lines and 349,685 MVA transformation capacity (107 % of the target) has been added during 2017-22.
In addition, 14,000 MW of HVDC bi-pole capacity as planned has also been added during 2017-22 as detailed below:
Transmission Voltage Class Unit Target for Achievement Achievement
System Type 2017-22 during 2017-22 wrt Target
HVDC CKM 3,531 3,819 108.16%
765 kV CKM 25,670 19,783 77.07%
Transmission Lines
400 kV CKM 36,770 36,191 98.43%
230/220 kV CKM 38,429 29,072 75.65%
Total-Transmission Lines CKM 1,04,400 88,865 85.12%
765 kV MVA 1,16,700 89,700 76.86%
Sub-Stations-AC 400 kV MVA 1,25,535 1,52,306 121.33%
230/220 kV MVA 85,654 1,07,679 125.71%
Total AC Sub-stations MVA 3,27,889 3,49,685 106.65%
Bi-
MW 14,000 14,000 100.00%
pole/Monopole
HVDC
Back-to-back
MW 0 0 -
capacity
Total-HVDC MW 14,000 14,000 100.00%
Source: National Electricity Plan, October, 2024
At the end of 2021-22 (31.03.2022), the length of transmission lines and transformation capacity in sub-stations (220 kV
and above voltage level) were 4,56,716 ckm and 10,70,950 MVA, respectively. The HVDC bi-pole capacity, including
back-to-back capacity, was 33,500 MW. There has been an increase in the transmission system at higher voltage levels
(400 kV and 765 kV levels). This aspect of growth in transmission systems highlights the requirement of transmission
networks to carry bulk power over longer distances and at the same time optimize right of way, minimize losses and
improve grid reliability.
179Brief overview of T&D network in India
The transmission and distribution (T&D) system is the backbone of India’s power sector, ensuring reliable and continuous
delivery of electricity from generating stations to end-users. The transmission segment plays a critical role in evacuating
power from generation plants and supplying it seamlessly to distribution entities across the country. To keep pace with
the growing generation capacity, transmission infrastructure requires regular augmentation, enabling smooth flow of
electricity and minimising bottlenecks.
A modern T&D system comprises transmission lines, substations, switching stations, transformers, and distribution lines,
which are integrated into a national grid structure. This grid interlinks multiple generating stations and load centres,
ensuring uninterrupted supply even during local generation failures or scheduled maintenance. Power can also be rerouted
through alternative lines to prevent outages.
In India, the T&D framework operates in a three-tiered structure distribution networks, state grids, and regional grids.
While state transmission utilities and electricity departments oversee intra-state systems, most inter-state and inter-
regional transmission links are owned and operated by Power Grid Corporation of India Limited (PGCIL). These regional
interconnections help balance surpluses and deficits across states and facilitate optimal power scheduling.
Voltage levels in the system are classified as:
• Extra High Voltage (EHV): 765 kV, 400 kV, 220 kV
• High Voltage (HV): 132 kV, 66 kV
• Medium Voltage (MV): 33 kV, 11 kV, 6.6 kV, 3.3 kV
• Low Voltage (LV): 1.1 kV, 220 volts and below
Currently, India’s power grid is divided into five regional grids (Northern, Eastern, Western, Southern, and North-
Eastern), which are interconnected to form a unified national grid. This allows surplus power in one region to be
transferred to deficit areas, while also ensuring efficient outage management and coordinated plant operations.
The transmission and distribution (T&D) network forms the backbone of India’s power sector, facilitating the reliable
transfer of electricity from generation plants to distribution entities across the country. The transmission segment is
crucial for ensuring seamless evacuation of power and requires continuous expansion to match the pace of generation
capacity addition. A T&D system typically consists of transmission lines, substations, switching stations, transformers,
and distribution lines, all of which are interconnected into a grid structure that enables uninterrupted power flow. This
grid ensures that in case of a failure or maintenance shutdown at a local generating station, supply can still be maintained
through alternative routes.
180In India, the T&D system is organised into a three-tier framework comprising distribution networks, state grids, and
regional grids, with most inter-state and inter-regional links being operated by Power Grid Corporation of India Limited
(PGCIL). The system operates at multiple voltage levels ranging from extra high voltage (765 kV, 400 kV, 220 kV) to
high, medium, and low voltages, ensuring power reaches end consumers through a structured hierarchy. Regional grids,
covering the Northern, Eastern, Western, Southern, and North-Eastern states, are interconnected into a national grid,
allowing power to be transferred from surplus to deficit areas and enabling coordinated outage management.
Source: Central Electricity Authority
India’s transmission network has expanded steadily over recent years, reflecting continuous strengthening of grid
infrastructure to support rising electricity demand and the integration of renewable energy. The total length of
Transmission Lines Length of Lines (Ckt. Kms.)
5,01,766
4,94,374
4,85,544
4,71,341
4,56,716
4,41,821
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 (Dec)
transmission lines increased from 4,41,821 circuit kilometres in FY 2021 to 4,56,716 circuit kilometres in FY 2022,
followed by a further rise to 4,71,341 circuit kilometres in FY 2023. This consistent expansion highlights sustained
investments in transmission capacity to enhance grid connectivity and reliability across regions.
The growth momentum continued in subsequent years, with transmission line length reaching 4,85,544 circuit kilometres
in FY 2024 and increasing further to 4,94,374 circuit kilometres in FY 2025. As of January, FY 2026, the total
transmission network expanded to 5,01,766 circuit kilometres, indicating ongoing infrastructure additions. The steady
increase in transmission line length underscores India’s commitment to strengthening its power transmission framework
to facilitate efficient power evacuation, improve grid resilience, and support the country’s evolving energy mix.
Insight on standard voltage level and its applications
➢ Extra High Voltage (EHV): (220 kV & above)
India’s transmission network has seen consistent capacity additions in recent years, underscoring the country’s focus on
building a resilient and reliable grid to meet growing electricity demand. Between FY 2020 and FY 2025, the total
transmission line length expanded from 4,31,846.0 circuit kilometres to 4,94,374.0 circuit kilometres, registering a
CAGR of 2.7%. This steady growth reflects ongoing investments in high-voltage and extra-high voltage corridors,
expansion of interstate links, and the creation of evacuation infrastructure for large generation projects, particularly in
renewable-rich states. The historic trend demonstrates the sector’s ability to maintain incremental additions year on year
while strengthening the backbone of the national grid.
181Transmission line in Ckm
5,69,934
5,49,715
5,30,675
5,13,249
4,77,493 4,85,544 4,94,374 4,96,372
4,57,241
4,47,317
4,31,846
FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026 FY 2027 FY 2028 FY 2029 FY 2030
Source: Central Electricity Authority0F4
Looking ahead, the transmission network is projected to rise from 4,94,374.0 circuit kilometres in FY 2025 to 5,69,934.4
circuit kilometres by FY 2030, translating into a CAGR of 2.9% over this period. This indicates a continuation, and even
a slight acceleration, of grid expansion, driven by the need to integrate large-scale renewable projects, ensure inter-
regional balancing, and enhance cross-border flows. The projected addition of over 75,000 circuit kilometres in five years
highlights India’s commitment to building capacity not just for current demand but also for future resilience. Together,
the historic growth and projected expansion underline the strategic importance of transmission infrastructure as the
backbone of India’s energy transition, ensuring reliable power delivery, reduced losses, and long-term energy security.
Transmission Lines in (Ckt. kms.) by Extra High Voltages
FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
230/220 kV 1,89,836 1,91,365 1,93,762 2,07,776 207534 211252
400 kV 1,81,601 1,90,426 1,95,318 1,97,726 203838 206792
765kV 44,851 46,108 48,743 52,573 54797 56955
± 320 KV HVDC - 330 330 330 288 288
±500 kV HVDC 9,432 9,432 9,432 9,432 9432 9432
±800 kV HVDC 6,126 9,656 9,656 9,656 9655 9655
Source: Central Electricity Authority
Extra high voltage (EHV) lines, covering 220 kV, 400 kV, 765 kV, and HVDC corridors (±320 kV, ±500 kV, ±800
kV), form the backbone of India’s national grid, enabling the transfer of bulk power across states and regions. Operating
4 As per the CEA’s 2023 annual report, transmission line data is now primarily reported for voltage levels of 220 kV and above. Official statistics on
line length and capacity additions are consistently published for 220 kV, 400 kV, 765 kV (AC), and HVDC, which together constitute the EHV segment.
182at these high levels ensures minimal transmission losses (I²R losses) and supports long-distance delivery of electricity
from generation centres, often located in remote areas, to major consumption hubs. EHV infrastructure is critical for grid
reliability, renewable energy integration, and maintaining stability in India’s synchronised national network.
As per Central Electricity Authority (CEA) data, India’s EHV network has consistently expanded. At the 230/220 kV
level, line length rose from 1,89,836 circuit kilometres in FY 2020 to 2,11,252 circuit kilometres projected for FY
2025. Similarly, 400 kV lines increased from 1,81,601 circuit kilometres in FY 2020 to 2,06,792 circuit kilometres in
FY 2025. The 765 kV network, representing India’s thrust towards ultra-high voltage transmission, grew from 44,851
circuit kilometres in FY 2020 to 56,955 circuit kilometres in FY 2025. On the HVDC front, ±500 kV lines have
remained steady at about 9,432 circuit kilometres, while ±800 kV lines stand at 9,655 circuit kilometres. Meanwhile,
±320 kV HVDC has been introduced in limited capacity, with around 288–330 circuit kilometres operational since FY
2021.
This historic and projected expansion underscores the strategic importance of EHV transmission in enabling inter-
regional power transfers, renewable energy corridor development, and balancing power surpluses and deficits
across states. The scaling-up of 765 kV ultra-high voltage lines, along with HVDC corridors, is particularly significant
for meeting India’s growing electricity demand, enhancing energy security, and ensuring grid stability as renewable
energy integration accelerates in the coming years.
Extra High Voltage Application:
High-
Integration of Capacity
Inter- Renewable System
Ultra Mega Industrial HVDC Bi-
Regional and Energy Reliability and
Power Corridors and Directional
National Grid Corridor Emergency
Projects Dedicated Power Flow
Integration Development Support
(UMPPs) Freight
Corridors
• Inter-Regional and National Grid Integration: EHV lines (220 kV, 400 kV, and 765 kV) act as the structural
backbone of India’s unified national grid. They enable real-time balancing between regional grids (Northern,
Western, Eastern, Southern, and North-Eastern), ensuring smooth power flow across vast geographies. This allows
the system to meet fluctuating demand in deficit regions by drawing on surplus generation elsewhere.
• Renewable Energy Corridor Development: Ultra-high voltage lines are increasingly being deployed under
Renewable Energy Corridors to connect large solar and wind clusters in resource-rich states such as Rajasthan,
Gujarat, Tamil Nadu, and Karnataka. EHV lines facilitate bulk evacuation of renewable power, ensuring it can be
delivered to load centres hundreds of kilometres away without significant losses.
• Integration of Ultra Mega Power Projects (UMPPs): EHV infrastructure supports the evacuation of electricity
generated by UMPPs and other large generating stations. By stepping up power directly to 400 kV or 765 kV, these
projects achieve efficient long-distance transmission. Dedicated EHV lines link UMPPs to state and regional grids,
helping meet base-load requirements.
• High-Capacity Industrial Corridors and Dedicated Freight Corridors: India’s upcoming industrial belts and
freight corridors demand uninterrupted, high-capacity power. EHV lines supply these strategic projects with stable
electricity, supporting large-scale manufacturing, metro rail systems, and logistics infrastructure that cannot risk
outages.
• HVDC Bi-Directional Power Flow: Alongside AC networks, ±500 kV and ±800 kV HVDC corridors are
deployed for secure and bi-directional long-distance transmission. These systems are used to connect hydro-
dominated regions like the North-East to demand centres in Northern and Western India, improving flexibility and
stability of the grid.
• System Reliability and Emergency Support: EHV lines provide redundancy during contingencies, allowing
rerouting of power when lower-voltage transmission paths are overloaded or unavailable. This ensures grid stability
during peak demand, plant outages, or maintenance shutdowns.
183➢ High Voltage (HV):
Transmission Lines in (Ckt. kms.) by High Voltages
FY 2020 FY 2021 FY 2022 FY 2023
78/66 kV 71,285 72,987 73,868 76,669
132/110/90 kV 2,10,269 2,19,892 2,23,522 2,36,593
Source: Central Electricity Authority
High voltage transmission in India generally covers the 66 kV to 132 kV range, which acts as a critical link between
extra-high voltage (EHV) backbones and medium-voltage sub-transmission networks. These lines are designed to transfer
sizeable quantities of power over moderate distances, helping step down from bulk interstate transfers to state-level and
regional demand centres. The 66 kV level typically functions as a transition point between sub-transmission and higher-
voltage transmission, while 132 kV and its variants (110 kV, 90 kV) are more widely deployed across state grids for
feeding distribution substations.
As per the Central Electricity Authority’s records, the total length of HV transmission lines has steadily expanded over
recent years. At the 132/110/90 kV level, line length rose from 2,10,269 circuit kilometres in FY 2020 to 2,36,593 circuit
kilometres by FY 2023. Similarly, 66/78 kV lines increased from 71,285 circuit kilometres in FY 2020 to 76,669 circuit
kilometres in FY 2023. This consistent addition underscores the importance of HV lines in strengthening intra-state
transmission, balancing regional demand, and ensuring reliable connectivity between generating stations and
urban/industrial load centres.
Unlike the extra-high voltage grid (220 kV and above), which focuses on bulk interstate transfer, the HV segment plays
a bridge role within state and regional networks. By efficiently linking EHV systems with medium-voltage distribution,
these lines enhance the resilience of the overall grid and support seamless last-mile integration.
High Voltage Application:
Bulk Power Grid-Connected
Large Thermal Ultra-Mega Cross-Border
Transfer Renewable
and Hydro Industrial Power
Between States Energy
Power Stations Projects Exchange
and Regions Evacuation
• Bulk Power Transfer Between States and Regions: High-voltage transmission lines
(132kV/220kV/400kV/765kV) are used to move electricity from surplus to deficit states or regions. This inter-
regional connectivity enables better grid stability and avoids localized blackouts. The Power Grid Corporation of
India operates this infrastructure, maintaining a synchronized national grid. HVDC corridors are also used for long-
184distance, point-to-point bulk transfer with minimal loss.
• Grid-Connected Renewable Energy Evacuation: Large-scale solar and wind parks are connected to 220kV or
400kV substations for evacuation to the grid. These parks are often located in remote areas (e.g., Rajasthan, Gujarat)
and need extra high-voltage lines to transport power to demand centers. Green energy corridors have been set up to
enable smooth integration of renewable power. These projects are supported by state transmission utilities and central
funds.
• Large Thermal and Hydro Power Stations: Power generated at large thermal or hydroelectric stations is stepped
up to 400kV or 765kV for transmission. These voltages reduce transmission losses and improve system efficiency
over long distances. Generator transformers at the plant site handle the voltage transformation. The generated power
is then injected into the transmission network managed by load dispatch centers.
• Ultra-Mega Industrial Projects: Projects like steel plants, refineries, and metro rail systems require massive energy
inputs and thus receive supply at 132kV or 220kV. These projects install their own grid substations and step-down
voltage internally. The reliability of supply at these voltages is crucial, and any interruptions can halt production or
transport systems.
• Cross-Border Power Exchange: India exports and imports electricity to/from neighbouring countries like Nepal,
Bhutan, and Bangladesh through 132kV and above interconnectors. These cross-border links are regulated by
bilateral agreements and monitored by the Ministry of Power. HV infrastructure enables efficient international
cooperation in energy markets.
➢ Medium Voltage (MV):
Transmission Lines in (Ckt. kms.) by Medium Voltages
FY 2020 FY 2021 FY 2022 FY 2023
6.6/4.4/3.3/2.2 kV 44,178 44,172 47,819 36,853
15/11 kV 44,52,730 45,72,823 46,80,074 48,71,967
33/22/20 kV 5,08,226 5,20,304 5,29,906 5,43,826
Source: Central Electricity Authority
Medium voltage networks form the critical sub-transmission and distribution backbone in India’s power sector, bridging
the gap between high-voltage transmission lines and low-voltage distribution delivered to end consumers. Typically
operating in the range of 33 kV, 22 kV, 20 kV, 15 kV, 11 kV, and down to 6.6 kV / 4.4 kV / 3.3 kV / 2.2 kV, these
systems step power down from state or regional grids and deliver it to city networks, industrial clusters, and semi-urban
or rural areas. MV networks ensure voltage stability, efficient load management, and safe distribution across multiple
consumer categories.
According to Central Electricity Authority data, India’s MV transmission lines have demonstrated consistent expansion
over recent years. At the 33/22/20 kV level, the line length increased from 5,08,226 circuit kilometres in FY 2020 to
1855,43,826 circuit kilometres by FY 2023. Similarly, 15/11 kV networks, which form the largest component of MV
infrastructure, expanded from 44,52,730 circuit kilometres in FY 2020 to 48,71,967 circuit kilometres in FY 2023. The
lower MV category (6.6/4.4/3.3/2.2 kV) remained relatively small in comparison, fluctuating between 44,178 circuit
kilometres in FY 2020 and 36,853 circuit kilometres in FY 2023.
This steady growth highlights the pivotal role of MV lines in strengthening last-mile connectivity and meeting India’s
growing demand for electricity in both urban and rural areas. By directly feeding industrial parks, commercial hubs, and
agricultural demand centres, MV networks not only ensure efficient load distribution but also act as the foundation for
rural electrification schemes and city-level grid resilience.
Medium Voltage Applications:
Industrial
Large
Units and
Urban Educational Feeder Mini-Industrial
Manufacturing
Distribution and Separation in Parks and
Plants
Substations Government Agriculture Export Zones
(Medium
Campuses
Load)
• Industrial Units and Manufacturing Plants (Medium Load): Industries such as textile mills, packaging units, and
food processing facilities typically use 11kV or 33kV supply. They operate equipment like induction motors,
compressors, and CNC machines that require significant electrical input. These consumers often install in-house
transformers to step down voltage to usable levels. They are billed under industrial tariffs with demand-based
charges.
• Urban Distribution Substations: Urban localities are supplied via 11kV or 33kV feeders that step down to low
voltage at pole-mounted or ground-mounted transformers. These substations serve a cluster of households, offices,
or apartment complexes. They form the primary backbone of the urban electricity distribution network. Utility
engineers can remotely control breakers and isolators at these substations for load management.
• Large Educational and Government Campuses: Universities, railway stations, airports, and administrative offices
often require 11kV or 33kV connections due to the scale of operations. Centralized distribution and energy
monitoring help manage multiple buildings from a single control point. Energy usage in such facilities spans HVAC
systems, lifts, IT infrastructure, and heavy lighting.
• Feeder Separation in Agriculture: Under schemes like Deen Dayal Upadhyaya Gram Jyoti Yojana (DDUGJY),
agricultural and non-agricultural loads are separated using 11kV feeders. This prevents overloading of rural grids
during peak irrigation hours and ensures better voltage regulation for domestic users. These dedicated feeders also
help in time-controlled supply and reducing AT&C losses.
• Mini-Industrial Parks and Export Zones: Export processing zones and mini-industrial estates are supplied with
33kV power to ensure quality and uninterrupted supply. These zones may be developed under state industrial
infrastructure schemes. Each industrial unit has its metered connection, but the bulk supply is received at a single
switchyard.
➢ Low Voltage (220 volts and below):
In India, 230 volts (single-phase) and 400 volts (three-phase) are the standard low-voltage levels supplied to end-users.
This tier of the network caters primarily to residential households, small commercial establishments, and light industrial
consumers. Electricity at this level is delivered through local distribution transformers, which step down power from
medium-voltage systems such as 11 kV. The 230V/400V supply ensures compatibility with household appliances,
lighting systems, office equipment, and small machinery, forming the final stage in the electricity delivery chain where
safety, reliability, and voltage stability are paramount.
186Regulations issued by the Central Electricity Authority (CEA) and respective state electricity regulatory commissions
mandate that supply to individual consumers must not exceed 230V for single-phase or 400V for three-phase connections
under normal conditions. These levels are enforced under supply codes such as the MSERC Electricity Supply Code,
2011, which ensures voltage consistency and protection for consumer equipment. At the operational level, distribution
transformers typically step-down power from 11 kV to 400V, serving clusters of households or small facilities across
both urban and rural areas.
Although low-voltage lines represent a smaller share of total transmission in terms of circuit kilometres, they form the
most widespread and consumer-facing portion of the grid. India’s distribution network below 66 kV spans over 14 million
circuit kilometres, with a significant proportion attributed to this low-voltage tier. This segment is critical for last-mile
connectivity, acting as the interface between utilities and end consumers, and directly shaping the quality and reliability
of power supply experienced by millions of users across the country.
Low Voltage Applications:
Agricultural
Shops and Small Street Lighting Schools and
Residential Power Households and
Commercial and Public Small
Supply Pump Sets
Establishments Utilities Institutions
(Small Capacity)
1.
• Residential Power Supply: Low voltage is the standard for powering homes across India. It supports lighting, fans,
televisions, refrigerators, washing machines, and other household appliances. This voltage is safe for end-users and
easy to control using domestic wiring and circuit breakers. Distribution transformers in neighborhoods step down
power from 11kV to 400V to supply multiple homes. Electricity boards ensure voltage regulation to prevent
fluctuations that can damage appliances.
• Shops and Small Commercial Establishments: Small retail shops, salons, clinics, and local offices use 400V three-
phase or 230V single-phase supply depending on their load. They run basic electrical equipment such as point-of-
sale systems, air conditioners, coolers, lights, and freezers. These setups are designed for moderate power needs and
do not require in-house transformers. Supply is typically metered by the local discom, with tariffs based on consumer
category.
• Street Lighting and Public Utilities: Street lighting systems, traffic signals, and small water pumps operate on
230V/400V networks. Municipal corporations are major users in this segment. Timers, control panels, and automatic
switching mechanisms are integrated into low-voltage systems. These setups allow for easy maintenance and
flexibility in controlling specific zones. Since safety is critical, protective devices like earth leakage circuit breakers
are commonly installed.
• Schools and Small Institutions: Educational institutions like primary schools and tuition centers use low voltage
for lighting, computing, and fans. Labs and small server rooms can also be supported with this supply. These
institutions are often part of dedicated low-voltage feeders in urban or rural localities. In rural areas, these are
connected via pole-mounted transformers that supply a group of buildings.
• Agricultural Households and Pump Sets (Small Capacity): Small farmers use 230V or single-phase 400V supply
for low-power agricultural applications like domestic water pumps or drip irrigation systems. Though large
agricultural pumps use higher voltage (11kV), households with limited land or water requirements can manage with
this tier. Electricity boards may offer subsidized tariffs in this segment to support rural livelihoods.
Insight on regional grids in India
India’s electricity transmission system is broadly organized into five regional grids Northern, Eastern, Western, Southern,
and North-Eastern each originally developed for planning and operational purposes. These regional grids were
187interconnected over time: the Eastern and North-Eastern grids in 1991, the Western grid in 2003, and the Northern grid
in 2006, culminating with the Southern grid’s synchronization in December 2013 via the 765 kV Raichur- Solapur line.
With this final integration, India achieved the “One Nation, One Grid, One Frequency” model, unifying all regional grids
under a single 50 Hz frequency regime.
The National Grid, now managed by Power Grid Corporation of India (PGCIL) under the Ministry of Power, ensures
frequency stability and inter-regional power exchange across the country. Operational control is exercised through Grid
India (formerly POSOCO), which runs the National Load Dispatch Centre (NLDC), five Regional Load Dispatch Centres
(RLDCs), and multiple State Load Dispatch Centres (SLDCs). These centers coordinate electricity scheduling, manage
inter-state transmission, and integrate renewable energy sources at a national scale.
Each regional grid comprises a diverse energy resource mix: for example, the Northern and Western regions have
substantial coal, hydro, and nuclear capacity, while the Southern and Western regions lead in wind and solar installations.
Over time, renewable energy zones in these regions have become critical sourcing points, necessitating robust
transmission links to share clean energy surplus across grids. The interconnected grid model facilitates optimal resource
use and supports India’s ambition to channel power from resource-rich to load-centric regions.
The unified grid has also positioned India as the largest synchronous grid in the world, with an installed generation
capacity exceeding 480 GW as of mid-2025. Despite geographic exclusions such as the Andaman & Nicobar and
Lakshadweep islands, this integrated setup enables reliable electricity trade between regions, interstate power trading,
and enhanced grid resilience. Cross-border interconnections with Bhutan, Nepal, Bangladesh, and Myanmar further
augment regional energy security under this national‐level architecture.
Growth of Transmission System in India, 2019-20 to 2023-25
Transformation Capacity of
Transmission Lines (AC+HVDC)
AS on Year ending on 31st March Substations (220KV and above)
(ckm) (220KV and above) (MVA)
(MVA)
FY 2020 425,071 967,893
FY 2021 441,821 1,025,468
FY 2022 456,716 1,104,450
FY 2023 471,341 1,180,352
FY 2024 485,544 1,251,080
FY 2025 494,374 1,337, 513
Source: Central Electricity Authority
In recent years, India has made substantial progress in expanding this network. Between FY 2020-25, India's power
transmission infrastructure witnessed steady growth, both in terms of transmission lines and the transformation capacity
of substations. The total length of transmission lines (AC+HVDC) increased from 425,071 ckm in FY 2020 to 490,374
ckm in FY 2025, reflecting an overall CAGR of approximately 3.1%. This expansion signifies continuous efforts to
improve electricity transmission across the country, ensuring better connectivity and efficiency in power distribution.
Simultaneously, the transformation capacity of substations (220KV and above) saw a substantial increase from 967,893
MVA in FY 2020 to 1,337,513 MVA in FY 2025, marking a notable growth of around 6.7%. This rise indicates
significant investments in substation infrastructure to support higher power loads, enhance grid stability, and facilitate
the integration of renewable energy sources. The consistent expansion of both parameters highlights India's commitment
to strengthening its transmission network, meeting rising electricity demand, and ensuring a more resilient and efficient
power supply system.
Annual Addition Trend
In , FY 2026 till January, the country added 7,392 CKM (“Circuit Kilometres”) of transmission lines and increased
transformation capacity by 78,863 MVA. Over the past five years, India maintained an average annual addition of
13,860.6 ckm of transmission lines and 73,924 MVA of transformation capacity.
188Addition in Transmission Line Addition in Transformation Capacity
(in ckm) (MVA)
16,750
86,433
14,895 14,625
14,203 78,982 78,863
75,902
70,728
57,575
8,830
7,392
FY 2021 FY 2022 FY 2023 FY 2024 FY 2025 FY 2026* FY 2021 FY 2022 FY 2023 FY 2024 FY 2025FY 2026*
Source: Central Electricity Authority, Ministry of Power*FY 2026- As of January 2026
The bar chart illustrates the annual addition of transmission lines (in circuit kilometres, ckm) in India from FY 2020 to
FY 2026 till January. The data shows a peak in FY 2021 with 16,750 ckm added, reflecting a significant infrastructure
push possibly aligned with early post-COVID recovery and renewable integration efforts. This was followed by a
relatively stable period from FY 2022 to FY 2024, with annual additions hovering between 14,200 and 14,900 ckm.
However, FY 2025 saw a sharp decline to 8,830 ckm, marking the lowest capacity addition in the six years. Till January
2026, the capacity addition for the transmission line stood at 7,392 ckm and the capacity addition at 78,863. This
downturn may be attributed to project delays, funding constraints, or a temporary saturation in capacity build-up after
earlier acceleration phases. Overall, the trend reflects a cyclical investment approach with a recent slowdown warranting
policy or execution-level attention.
Perspective Transmission Plan for the period 2027-32
Considering the planned generation capacity addition and projected electricity demand, about 76,787 ckm of transmission
lines and 4,97,855 MVA of transformation capacity in the substations (220 kV and above voltage level) are planned to
be added during the period 2027-32. In addition, 32,250 MW of HVDC bi-pole capacity is also planned to be added
during 2027-32. With the planned addition, the length of transmission lines and transformation capacity in sub-stations
(220 kV and above voltage level) would become 6,48,190 ckm and 23,45,135 MVA respectively. The HVDC bi-pole
capacity including back-to-back capacity would increase to 66,750 MW by 2031-32. Details are given below:
Likely Likely
Likely at Likely at
Transmission Voltage At the end addition addition
Unit the end of the end of
System Type Class of 2021-22 during during
2026-27 2031-32
2022-27 2027-32
HVDC CKM 19,375 80 19,455 15,432 34,887
765 kV CKM 51,023 36,558 87,581 27,138 1,14,719
Transmission
lines 400 kV CKM 1,93,978 34,618 2,28,596 20,989 2,49,585
230/220
CKM 1,92,340 43,431 2,35,771 13,228 2,48,999
kV
Total Transmission
CKM 4,56,716 1,14,687 5,71,403 76,787 6,48,190
Lines
765 kV MVA 2,57,200 3,43,500 6,00,700 3,19,500 9,20,200
400 kV MVA 3,93,113 2,84,970 6,78,083 1,35,745 8,13,828
Sub-stations
230/220
MVA 4,20,637 1,47,860 5,68,497 42,610 6,11,107
kV
Total Substations MVA 10,70,950 7,76,330 18,47,280 4,97,855 23,45,135
HVDC Bi-pole MW 30,500 1,000 31,500 32,250 63,750
189Likely Likely
Likely at Likely at
Transmission Voltage At the end addition addition
Unit the end of the end of
System Type Class of 2021-22 during during
2026-27 2031-32
2022-27 2027-32
link
Back-to-
MW 3,000 0 3,000 0 3,000
back
Total HVDC MW 33,500 1,000 34,500 32,250 66,750
Source: National Electricity Plan, October, 2024
Distribution:
Distribution is the final stage in the electricity supply chain and plays a crucial role in the overall efficiency of the sector.
Majority of the distribution segment is owned and managed by State Electricity Distribution Companies (DISCOMs) and
State Electricity Boards (SEBs).
Growth of Electricity Consumption in India (Consumer category-wise) (BU), 2019-20 to 2023-24
Year Domestic Commercial Industrial Agriculture Traction Misc. Total
FY 2020 308.75 106.05 532.82 211.30 19.15 70.03 1248.09
FY 2021 330.81 86.95 508.78 221.30 14.67 67.70 1230.21
FY 2022 339.78 97.12 556.48 228.45 21.94 73.00 1316.76
FY 2023 353.16 117.23 593.90 243.85 30.03 102.15 1440.31
FY 2024* 375.00 125.00 645.00 255.00 33.00 110.00 1543.00
Note: * = Provisional.
Electricity Consumption in India in 2023-24
Miscellaneous, 7.13% Traction, 2.14%
Commercial, 8.10%
Industrial, 41.80%
Agriculture, 16.53%
Domestic, 24.30%
Source: Central Electricity Authority
India’s electricity consumption has shown a steady increase across all consumer categories between FY 2020 -24.
Domestic consumption rose from 308.75 BU in FY 2020 to 375.00 BU in FY 2024, indicating a growing demand for
household electricity due to urbanization and rising appliance usage. The commercial sector exhibited fluctuations,
190dropping to 86.95 BU in FY 2021 due to the pandemic but rebounding to 125.00 BU in FY 2024.
Industrial electricity consumption, a key driver of economic activity, saw a dip in FY 2021 but recovered significantly,
reaching 645.00 BU in in FY 2024. The agricultural sector also saw consistent growth, with consumption increasing from
211.30 BU to 255.00 BU, highlighting the expanding demand for irrigation and farming operations. Traction and
miscellaneous categories followed a similar upward trend, reflecting increased electrification in railway operations and
other sectors. Overall, total electricity consumption grew from 1248.09 BU in 2019-20 to 1543.00 BU in 2023-24,
underscoring India's increasing energy needs driven by economic expansion and infrastructure development.
Transmission Sector in the State of Gujarat
Gujarat is one of the leading states in Transmission Infrastructure with addition of 3,428 CKM of transmission lines and
108 substations during 2023-2024. GETCO has been notified as State Transmission Utility (STU) by Government of
Gujarat vide Notification No.GHU-04-31-GEB-1104-2946-K Dated 29th May 2004 with the purpose of improving
efficiency in the state’s electricity transmission activities.
As per the Network Planning Report of GETCO, March -2024, Power Infrastructure of Gujarat consists of 76,482 CKM
of Transmission line and 2,311 numbers of substations, having total transformation capacity of 1,70,537 MVA. Following
data provides additions made during the 2023-2024, in the Power Infrastructure of State of Gujarat.
Additions during the year As on March 31.03.2024
As on 31.03.2023
2023-2024
Voltage Class
Substation Transmission Substation Transmission Substation Transmission
(Nos.) Lines (ckm) (Nos.) Lines (ckm) (Nos.) Lines (ckm)
400 kV 18 6722 0 847 18 7569
220 kV 113 21820 5 432 118 22252
132 kV 52 5833 0 114 52 5947
66kV and 33kV 2020 38679 103 2035 2123 40714
Total 2203 73054 108 3428 2311 76482
Source: Network Planning Report, GETCO, March, 2024
Substations Planned upto year 2028-29:
Year Total Planned
Voltage Class As on 31.03.2024
2024-25 2025-26 2026-27 2027-28 2028-29 (2024-29)
765 kV - - - 1 3 - 4
400 kV 18 1 1 3 3 - 8
220 kV 118 8 14 28 8 6 64
132 kV 52 1 2 1 1 - 5
66 kV 2123 85 85 85 85 85 425
Total 2311 95 102 118 100 91 506
Source: Network Planning Report, GETCO, March, 2024
Year wise Transformation Capacity (in MVA) to be added up to year 2028-29:
Year Total Planned (2024-
Voltage Class
2024-25 2025-26 2026-27 2027-28 2028-29 29)
765 kV - - 3000 90000 - 12000
400 kV 1000 1000 3000 3000 - 8000
220 kV 2560 4480 8960 2560 1920 20480
132 kV 200 400 200 - - 800
66 kV 2550 2550 2550 2550 2550 12750
Total 6310 8430 17710 17710 4470 54030
Source: Network Planning Report, GETCO, March, 2024
191Item Quantity Name of S/S
Ghela Somnath (Saurashtra), Saykha, Radhanesda (PS), Kutch
765 kV Substation 1 No.
(PS-1)
Achhalia, Babarzar, Kalavad, Keshod, Pipavav, Prantij, Saykha,
400 kV Substation 8 Nos. 8
Shivlakha
New substation:
Avaniya, Babarzar, Bagasara, Balethi, Bhalgamda, Bhesan,
51
Bhuteshwar, Chalala, Chikada, Dadusar, Dhama, Dharampur,
Dhank, Dholera, Dumas, Gondal.
II (Gomta), Ghodasar (Rah),Hajipir (Dhordo), Gadhada,
Gadhsisa Halol, Hathsani, Jambusar, Kakwadi, Keshod, Khajod,
Kharod, Khambhalia, Kheradi,Khimat, Khodu, Khumapur, Kotda
Sangani, Kutiyana, Limzar (Vansda), Maglana, Mandali,
220 kV Substation 64 Nos. Makansar,Mota Asrana, Manjusar, Munjpur, Nagor, Nichimandal
(Vankda), Olpad, Patkhilori, Rangpar, Raghanesda, Rajula,
Ramsan, Rupavati, Sarvala, Sisrana (Satlasana), Vansi, Veraval
Upgradation from existing 66 kV/132 kV to 220 kV level-
66 kV: Bhat, Bhildi, Gandhidham-B (or Padana), Kanbha,
13
Mahuva, Sarigam, Siddheshwar, Velanja, Metoda, Mera.
132 kV : Ankleshwar, Chiloda, Manjusar
New substation:
132 kV Substation 1 No.
132 kV Kansumra, Karli, Vidhutnagar, Sachin, Subhanpura
Source: Network Planning Report, GETCO, March 2024
Transmission schemes planned during FY 2028-29:
(1) 765 kV Transmission schemes:
Line
Sr. Name of Sub Type of
Name of Associated Transmission elements Length
No. Station (District) Scheme
(ckm)
[A] 2026-27
765 kV Ghela 765 kV D/C Saurashtra - Vataman line 400
Somnath 400 kV D/C Kalvad - Saurashtra line 240 RE
(Saurashtra) 765/400 kV, 2X1500 MVA ICTs Integration
(Rajkot) 400/220 kV, 3 X 500 MVA ICTs
[B] 2027-28
Upgradation of 400 kV Saykha substation to 765 kV
765 kV Saykha System
level --
(Bharuch) Strengthening
765/400 kV, 2X1500 MVA ICTs
400 kV D/C Radhanesda-Zerda line 100
400 kV D/C Radhanesda-Kheralu line 180
765 kV 220 kV D/C Radhanesda-Tharad line 50 RE
Radhanesda PS 220 kV D/C Radhanesda-Ghodasar line 90 Integration
(Banaskantha)
400/220 kV, 2 X 500 MVA ICTs
400/220 kV, 4 X 500 MVA ICTs
765 kV D/C Kutch (PS)-1 - Kutch (PS)-2 line-1 480
765kV Kutch PS – RE
765 kV D/C Kutch (PS)-1 - Kutch (PS)-2 line-1 480
I (Kutch) Integration
765/400 kV, 2X1500 MVA ICTs
(2) 400 kV Transmission schemes:
192Name of Sub Line Length Type of
Sr. No. Name of Associated Transmission elements
Station (District) (ckm) Scheme
[A] 2024-25
LILO of 400 kV D/C Essar-Hadala line at Kalavad 16
substation 238
220 kV D/C Bhatia – Kalavad line (Commissioned) 112
400 kV Kalavad
220 kV D/C Kalavad – Kangasiyali line RE Integration
(Rajkot)
(Commissioned)
400/220 kV, 2 X 500 MVA ICTs
220/66, 2 X 160 MVA ICTs
[B] 2025-26
400 kV D/C Prantij – Sankhari line 100
LILO of one ckt of proposed 400 kV D/C Wanakbori – 40
Soja line at Prantij substation
400 kV Prantij (GIS)
220 kV D/C Prantij – Agiyol line 60 RE Integration
(Sabarkantha)
220 kV D/C Prantij – Dhansura line 70
400/220 kV, 3 X 500 MVA ICTs
220/66 kV, 2 X 160 MVA ICTs
[C] 2026-27
400 kV D/C Pachchham - Saykha line 320
400 kV D/C Shapar - Pachchham line LILO of 220 kV 320
S/C Haldarwa – Dahej line and 220 kV S/C Wagra –
400 kV Saykha Dahej line at 400 kV Saykha (Both circuit on M/C System
(Bharuch) tower) 2 Strengthening
220 kV D/C Saykha – Suva on M/C tower 1
400/220 kV, 3 X 500 MVA ICTs 5
220/66 kV, 2 X 160 MVA ICTs
LILO of both circuits of 400 kV D/C Bhogat – Kalavad 6 RE Integration
400 kV Babarzar
line at Babarzar substation
(Jamnagar)
400/220 kV, 2 X 500 MVA ICTs
400 kV D/C Bhachunda – Shivlakha line (Twin AL-59) 210 RE Integration
400 kV D/C Shivlakha - Veloda (Sankhari) line (Twin 245
AL-59) 25
400 kV Shivlakha LILO of both circuit of 220 kV D/C Tappar – Shivlakha
(Kutch) line at Shivlakha (400 kV) substation (M/C tower AL-
59)
400/220 kV, 2 X 500 MVA ICTs
220/66 kV, 2 X 160 MVA ICTs
[D] 2027-28
LILO of both circuits of 400 kV D/C EPGL Vadinar - 150
Amreli line at Keshod
400 kV Keshod
LILO of both circuits of 220 kV D/C Visavadar - Timbdi 32 (M/C)
(GIS) (Junagadh)
line at 400 kV Keshod
400/220 kV, 3 X 500 MVA ICTs 50
1. 400 kV D/C Pipavav-Amreli line 150 System
2. 220 kV D/C Pipavav – Otha line 50 Strengthening
400 kV Balani Vav 3. 220 kV D/C Pipavav-Bagasara line 80
(Pipavav) (Amreli) 4. 220 kV D/C Pipavav – Rajula line 12
5. 400/220 kV, 2 X 500 MVA ICTs
6. 220/66 kV, 2 X 160 MVA ICTs
1. 400 kV D/C Kosamba – Achchhalia line 140 System
400 kV Achhalia
2. LILO of 400 kV S/C SSP – Asoj line at Achhalia 40 Strengthening
(Bharuch)
3. LILO of 400 kV S/C SSP – Kasor at Achhalia 40
193Name of Sub Line Length Type of
Sr. No. Name of Associated Transmission elements
Station (District) (ckm) Scheme
4. LILO of 220 kV D/C Ukai (T) – Achhalia line at 400 20
kV Achhalia 90
5. Termination of 220 kV D/C GPEG – Haldarava line 140
at Achhalia
6. 220 kV D/C Suva – Achhalia line
7. 400/220 kV, 2 X 500 MVA ICTs
(3) 220 kV Transmission schemes:
Sr. Name of Sub Line Length Type of
Name of Associated Transmission elements
No. Station (District) (ckm) Scheme
[A] 2024-25
Up-gradation of 66 LILO of one circuit of 220 kV D/C Tharad- Deodar at 10
System
kV Mera to 220 kV 220 kV Mera substation
Strengthening
(AIS) 220 kV D/C Mera – Agathala line 70
(KSY)
(Banaskantha) 220/66 kV, 2 X 160 MVA ICTs
LILO of 220 kV S/C Jetpur – Visavadar line at 220 kV 8
Bhesan substation
System
220 kV Bhesan 220 kV S/C Jetpur – Bhesan line 30
Strengthening
(Junagadh) LILO of 220 Kv S/C Visavadar-Savarkundla line at 20
(KSY)
220 Kv Bhesan substation
220/66 kV, 2X160 MVA ICTs
LILO of one circuit of 220 kV D/C Tharad- Deodar at 40
System
220 kV Patkhilori 220 kV Mera substation
Strengthening
(Rajkot) 220 kV D/C Mera – Agathala line 50
(KSY)
220/66 kV, 2 X 160 MVA ICTs
220 kV Moti gop – Babarzar line 20 System
220 kV Babarzar
220/66 kV, 2X160 MVA ICTs Strengthening
(Jamnagar)
(KSY)
Up-gradation of 66 LILO of 220 kV S/C Jetpur-Rajkot line at Metoda 4.2
System
kV Metoda to 220 substation (3.2 U/g cable + 1 Overhead line)
Strengthening
kV (GIS) (Rajkot) 220/66 kV, 2 X 160 MVA ICTs
15
Upgradation of 66 220 kV D/C Bhilad - Sarigam line LILO of 220 kV S/C
(on M/C System
kV Sarigam to 220 Tarapur - Vapi line at Sarigam
Tower) Strengthening
kV (GIS) (Valsad) 220/66 kV, 2 X 160 MVA ICTs
Up-gradation of 66 LILO of both Circuit of 220 kV D/C Kansari (Zerda) – 80 System
kV Bhildi to 220 kV Deodar line at 220 kV Bhildi Strengthening
(GIS) (Patan) 220/66 kV, 2 X 160 MVA ICTs (KSY)
LILO of 220 kV S/C GSEG - Kim line at Velanja 10
Up-gradation of 66
LILO of 220 kV S/C GSEG - Mora - Kim line at (on M/C System
kV Velanja 220 kV
Velanja Tower) Strengthening
(GIS) (Surat)
220/66 kV, 2 X 160 MVA ICTs
[B] 2025-26
LILO of both circuit of 220 kV D/C Palanpur – Kheralu 12 System
220 kV Sisrana
line at 220 kV Sisrana/Satlasana substation Strengthening
(Banaskantha)
220/66 kV, 2X160 MVA ICTs (KSY)
LILO of both circuit of 220 kV D/C Tharad- Dhanera 20 System
220 kV Ghodasar
at 220 kV Rah substation Strengthening
Rah (Banaskantha)
220/66 kV, 2 x 160 MVA ICTs (KSY)
220 kV LILO of both circuit of 220 kV Charadva - Bhimasar 10
Nichimandal at 220 kV Shapar RE Integration
(Vankda) (Morbi) 220/66 kV, 2 X 160 MVA ICTs
194Sr. Name of Sub Line Length Type of
Name of Associated Transmission elements
No. Station (District) (ckm) Scheme
220 kV Maglana 220 kV D/C Amreli (400 kV) - Maglana line 200 System
(Bhavnagar) 220/66 kV, 2 X 160 MVA ICTs 10 Strengthening
220 kV Dhama 220 kV D/C Dhama - Bechraji line (AL-59) 90
RE Integration
(S’nagar) 220/66 kV, 2 X 160 MVA ICTs
LILO of both circuits of 220 kV D/C Bhatia- Kalavad- 40
220 kV Khambhalia
Kangasiyali line at Khambhalia substation RE Integration
(Jamnagar)
220/66 kV, 2 X 160 MVA ICTs
LILO of 220 kV S/C Sartanpar - Wankaner line at 220 2
kV Makansar substation
220 kV Makansar System
LILO of 220 kV S/C Morbi - Hadala line at 220 kV 20
(Hybrid) (Rajkot) Strengthening
Makansar substation
220/66 kV, 2 X 160 MVA ICTs
220 kV LILO of both circuit of 220 kV D/C Kalavad – 5.5
System
Siddheshwar (GIS) Kangashiyali line at 220 kV Siddheshwar substation
Strengthening
(Rajkot) 220/66 kV, 3X160 MVA ICTs
220/66 kV 50
LILO of 220 kV Akrimota – Nakhatrana and 220 kV
substation at
Akrimota - Bhachunda lines at 220 KV Hajipir / System
Hajipir / Dhordo /
Dhordo / Luna substation Strengthening
Luna
220/66 kV, 3X160 MVA ICTs
(GIS) (Kutch)
LILO of 220 KV D/C Munjpur - Mehsana line 60
220 kV Munjpur RE Integration
220 KV D/C Dhama - Munjpur line (AL-59) 60
(Patan) (GEC-II)
220/66 kV, 2 x 160 MVA ICTs
Up-gradation of 66 LILO of one circuit of 220 kV D/C Ranasan – Kanbha 0.5
kV Kanbha to 220 line at 220 kV Kanbha substation System
kV (GIS) 220 kV D/C Dehgam – Kanbha line Strengthening
(A’bad) 220/66 kV, 2 X 160 MVA ICTs 5
220 kV Mota LILO of both circuits of 220 kV D/C GPPC - Otha line 80
System
Asarana Dist. at Mota Asarana (Mandan)
Strengthening
Amreli 220/66 kV, 2 X 160 MVA ICTs
LILO of one circuit of 220 kV D/C Agiyol - Mathasur 60
(Bhutiya) line ay Khumapur System
220kV Khumapur
LILO of one circuit of 220 kV D/C Agiyol - Dhansura 70 Strengthening
Dist. Aravalli
line ay Khumapur (KSY)
220/66 kV, 2 X 160 MVA ICTs
LILO of both circuits of 220 kV D/C Zerda (Kansari) - 60 System
220kV Khimat Dist.
Thavar (Dhanera) line at Khimat Strengthening
Banaskantha
220/66 kV, 2 X 160 MVA ICTs (KSY)
[C] 2026-27
LILO of both the circuits of 220 kV D/C Kawas - 10
220 kV Khajod System
Navsari (PG) line at 220 kV Khajod
(GIS) (Surat) Strengthening
220/66 kV, 2 X 160 MVA ICTs
LILO of both circuits of 220 kV D/C GSEG - Kosamba 35
220 kV Olpad (GIS) System
line at 220 kV Olpad substation with pile foundation
(Surat) Strengthening
220/66 kV, 2 X 160 MVA ICTs
LILO of one circuit of 220 kV D/C Chandrapura - 10
Godhara line at 220 kV Halol substation
220 kV Halol (GIS) System
LILO of one circuit of 220 kV D/C Vadodara – 50
(Panchmahal) Strengthening
Vyankatpura line at Halol
220/66 kV, 2 X 160 MVA ICTs
220 kV Padana / 220 kV D/C Varsana - Padana/Bhimasar line 24 System
Bhimasar 220 kV D/C Tappar - Padana/Bhimasar line (on M/C Strengthening
(Kutch)(GIS) 220/66 kV, 3 X 160 MVA ICTs Tower) (KSY)
195Sr. Name of Sub Line Length Type of
Name of Associated Transmission elements
No. Station (District) (ckm) Scheme
Upgradation of 132 LILO of both ckt of 220 kV D/C Asoj - Mogar line at 3
System
kV Manjusar to 220 Manjusar
Strengthening
kV (Vadodara) 220/132 kV 2x150 MVA ICTs
220 kV D/C Keshod (400 kV) - Keshod line 46
220 kV Keshod 220 kV D/C Keshod (400 kV) - Veraval line 90 System
(Junagadh) 220 kV D/C Keshod (400kV) - Shapur line 50 Strengthening
220/66 kV, 2 X 160 MVA ICTs
LILO of 220 kV S/C Keshod - Timbdi line at 220 kV 16
220 kV Veraval System
Veraval substation
(GIS) (Junagadh) Strengthening
220/66 kV, 2 X 160 MVA ICTs
LILO 220 kV D/C KAPP – Vapi line at 220 kV 60 System
220 kV Dharampur
Dharampur Strengthening
(AIS) (Valsad)
220/66 kV, 2 X 160 MVA ICTs (KSY)
220 kV Raghanesda 35
220kV D/C Vav (PG) – Raghanesda line
Pooling RE Integration
220/33 kV 6 x125 MVA ICT
Substation
220/66 kV Ramsan LILO of both circuits of 220 kV D/C Zerda (Kansari) - 100 System
(near Thavar), Dist. Khimat line at Ramsan Strengthening
Banaskantha 220/66 kV, 2 X 160 MVA ICTs (KSY)
220/66 kV LILO of 220 KV S/C Amreli - Botad line at Gadhada 40 System
Gadhada, Dist. LILO of 220 KV S/C Dhasa - Botad line at Gadhada 40 Strengthening
Botad 220/66 kV, 2 X 160 MVA ICTs (KSY)
220/66 kV Dadusar LILO of both circuits of 220 kV D/C Wanakbori TPS – 100
System
(Mahudha), Dist. Kapadwanj lines at Dadusar
Strengthening
Kheda 220/66 kV, 2 X 160 MVA ICTs
LILO of both circuits of 220 kV D/C Nakhatrana 100 System
220/66 kV Nagor,
Varsana lines at Nagor Strengthening
Dist. Kutch
220/66 kV, 2 X 160 MVA ICTs (KSY)
220/66 kV LILO of both circuits of 220 kV D/C Nakhatrana 100 System
Gadhsisa, Dist. Nanikhakhar line at Gadhsisa Strengthening
Kutch 220/66 kV, 2 X 160 MVA ICTs (KSY)
220/66 kV Kharod LILO of 220 kV S/C Vijapur - Agiyol line at Kharod 30
System
(Jantral), Dist. 220 kV D/C Prantij - Kharod line 50
Strengthening
Mehsana 220/66 kV, 2 X 160 MVA ICTs
220/66 kV Rupavati 1. LILO of both circuits of 220 kV D/C Hadala- 120 System
(Bangavadi), Dist. Jamnagar line at Rupavati Strengthening
Morbi 2. 220/66 kV, 2 X 160 MVA ICTs (KSY)
220/66 kV 3. LILO of both circuits of 220 kV D/C Sadla - 100 System
Bhalgamda, Dist. Halvad line at Bhalgamda 220/66 kV, 2 X 160 Strengthening
Morbi MVA ICTs (KSY)
LILO of 220 kV S/C Jetpur - Ranavav line at Kutiyana 30
220/66 kV System
LILO of 220 kV S/C Motipaneli - Ranavav line at 60
Kutiyana, Dist. Strengthening
Kutiyana
Porbandar (KSY)
220/66 kV, 2 X 160 MVA ICTs
220/66 kV LILO of both circuits of 220 kV D/C Shapar 40 System
Hathsani, Dist. - Kamlapur line at Hathsani Strengthening
Rajkot 2. 220/66 kV, 2 X 160 MVA ICTs (KSY)
LILO of both circuits of 220 kV D/C Motipaneli - 80 System
220/66 kV Dhank,
Sardargadh line at Dhank Strengthening
Dist. Rajkot
220/66 kV, 2 X 160 MVA ICTs (KSY)
220 kV Gomta 220 kV D/C Kamlapur – Gondal II line 30 System
(Rajkot) 220/66 kV, 2 X 160 MVA ICTs Strengthening
196Sr. Name of Sub Line Length Type of
Name of Associated Transmission elements
No. Station (District) (ckm) Scheme
Upgradation of 66 LILO of both circuits of 220 kV D/C Mota - Chikhli 10
System
kV Mahuva to 220 (Ambheta) line at 220 kV Mahuva substation
Strengthening
kV (GIS) (Surat) 220/66 kV, 2 x 160 MVA ICTs
LILO of 220 kV S/C Mitha – Soja line at 220 kV 30
220 kV Mandali Mandali 120 System
(Mehsana) 220 kV D/C Chharodi (400 kV) – Mandali line Strengthening
220/66 kV, 2 X 160 MVA ICTs
220/66 kV Chhala 70
220 kV D/C Prantij - Chhala line System
(Chiloda), Dist.
220/66 kV, 2 X 160 MVA ICTs Strengthening
Gandhinagar
LILO of both circuits of 220 kV D/C Bhimasar (ISTS) 60
220/66 kV Rangpar, System
- Nichi Mandal line at Rangpar
Dist. Morbi Strengthening
220/66 kV, 2 X 160 MVA ICTs
220/66 kV Kotda LILO of 220 kV S/C Gondal - Kamlapur line at Kotda 50
System
Sanghani, Dist. Sanghani
Strengthening
Rajkot 220/66 kV, 2 X 160 MVA ICTs
220/66 kV LILO of 220 kV S/C BECL - Botad line at Bhuteshwar 70
Bhuteshwar LILO of 220 kV S/C BECL - Vallabhipur line at 70 System
(Avaniya), Dist. Bhuteshwar Strengthening
Bhavnagar 220/66 kV, 2 X 160 MVA ICTs
LILO of existing 220 kV Navsari-Atul and 220 kV 42
220 kV Kakwadi Chikli - Vapi lines (after complete planned scheme
Government
Sea Food Park LILO of both circuit of 220 kV D/C Chikhli - Atul line)
Scheme
(GIS) (Valsad) at 220 kV Kankwadi / Danti substation
220/66 kV, 2 x 160 MVA ICTs
[D] 2027-28
LILO of one circuit of 220 kV D/C Ukai(TH) – 15 System
220 kV Balethi Acchalia line at 220 kV Balethi Strengthening
(Surat) 220 kV D/C Kosamba – Balethi line 35
220/66 kV, 2 x 160 MVA ICTs
LILO of S/C Ichchhapore – Sachin line at 220 kV 5 System
220 kV Dumas Dumas 5 Strengthening
(GIS) (Surat) LILO of S/C GSEG – Sachin line at 220 kV Dumas
220/66 kV, 2 x 160 MVA ICTs
LILO of both circuit of planned 220 kV D/C Navsari 60 Government
220 kV Vansi Borsi
(New) (under construction POWERGRID substation) - Scheme
Textile Park (GIS)
Khajod lines at 220 kV Vansi / Borsi substation
(Navsari)
220/66 kV, 2 x 160 MVA ICTs
LILO of both circuit of 220 kV D/C Amod- Gavasad at 80 Government
220 kV Jambusar
220 kV Jambusar Drug Park substation Scheme
Drug Park (GIS)
220 kV D/C Saykha-Jambusar line 60
(Vadodara)
220/66 kV, 2 x 160 MVA ICTs
LILO of 220kV SIC Bala - Dhanki & 220kV Bala 80 System
- Adalsar - line at 220kV Rajsitapur (220kV MIC line (on M/C Strengthening
220 kV Rajsitapur
AL 59 conductor with OPGW)220/66 kV Tower) (KSY)
220/66 kV, 2X160 MVA ICTs
LILO of 220 kV S/C Savarkundla-Visavadar line at 10 System
220 kV Bagasara
Bagasara substation Strengthening
(Amreli)
220/66 kV, 2 X 160 MVA ICTs
LILO of one circuit of 220 kV D/C Ukai (Hydro) – 2X70 System
220 kV Sarvala
Chikda line at 220 kV Sarvala substation Strengthening
(Tapi)
220/66 kV, 2 X 160 MVA ICTs
220 kV Limzar LILO of both circuits of 220 kV D/C Navsari - Nasik 30 System
197Sr. Name of Sub Line Length Type of
Name of Associated Transmission elements
No. Station (District) (ckm) Scheme
(Navsari) line at 220 kV Limzar substation Strengthening
220/66 kV, 2 X 160 MVA ICTs
[E] 2027 -28 & onwards
220 kV Chikda LILO of both circuit of 220 kV D/C Ukai(Hy) –
System
(Surat) Achhalia line at 220 kV Chikda 120
Strengthening
220/66 kV, 2 X 160 MVA ICTs
Up-gradation of 132 LILO of both circuits of 220 kV D/C Kawas TPS - 10
kV Haldarwa line at Ankleshwar substation
LILO of one circuit of 132 kV D/C Achhalia – System
Ankleshwar line at Valia substation 15 Strengthening
220/66 kV, 2 x 160 MVA ICTs
220/132 kV, 2 X 150 MVA ICTs
Ankleshwar to 220 LILO of both circuits of 220 kV D/C Gandhinagar
kV (GIS)(Bharuch) TPS- Soja line at Chiloda substation System
60
220/132 kV, 2 X 150 ICTs Strengthening
220/66 kV, 2 x 160 MVA ICTs
Analysis of Factors Driving the Growth of Power T&D Infrastructure in India
Target: T&D Investment: RDSS:
500 GW renewable ₹4.2 trillion (2022- ₹2.5 for
energy capacity by 27), ₹4.9 trillion distribution sector
2030 (2027-32) trillion
NEP 2023-32: NCT Approvals:
₹9.15 trillion ₹2 trillion in
investment in projects over the
transmission last two years
expansion
• Renewable Energy Targets
India aims to achieve 500 GW of renewable energy capacity by 2030, which is pivotal for its clean energy transition.
This ambitious target requires significant capital investment in power infrastructure to integrate renewable sources like
solar and wind into the grid effectively. The shift towards renewables also demands modernization of power systems,
including the development of advanced and digital grids capable of managing supply fluctuations.
• Government Initiatives and Investments
The National Electricity Plan (NEP) for 2023-32 outlines a strategic roadmap for enhancing transmission systems with
a total investment of INR 9.15 trillion. Approximately INR 4.2 trillion is earmarked for T&D projects between 2022
and 2027, with an additional INR 4.9 lakh crore planned from 2027 to 2032. Furthermore, the Revamped Distribution
Sector Scheme (RDSS) aims to transform the distribution sector with an outlay of INR 2.5 trillion, focusing on reducing
losses and enhancing infrastructure.
198Demand landscape:
India’s electricity demand has grown steadily over the last decade, driven by industrial expansion, rapid urbanization,
and rural electrification. As the country advances on its developmental path, energy-intensive sectors and rising per capita
consumption are creating sustained pressure on the power value chain from generation to last-mile distribution.
Concurrently, agricultural mechanization and the growing penetration of irrigation systems are increasing power
consumption in rural areas.
The government’s proactive policy push through electrification schemes, infrastructure-focused programs like the
National Infrastructure Pipeline (NIP), and support for renewable energy integration is further catalysing the need for
robust power infrastructure. Additionally, rising household incomes, proliferation of electric appliances, and the
digitalization of services are driving per capita electricity consumption higher. Together, these factors are generating
strong and sustained demand across the electricity value chain from generation and transmission to last-mile distribution
offering significant growth opportunities for EPC players engaged in developing and upgrading power infrastructure
across the country.
Growth in Economic Activity & Industrialization: India's power demand is being significantly propelled by sustained
economic growth and industrial expansion. In FY 2025, India’s real GDP grew by 6.5% while nominal GDP rose by
9.8%, supported by robust sectors like construction and manufacturing. The construction sector alone grew around 9.4%,
reflecting heightened infrastructure activity that drives demand for reliable electricity.
Meanwhile, the Central Electricity Authority’s 20th Electric Power Survey forecasts India’s peak demand to reach
approximately 366 GW by FY 2031-32, and energy requirement to grow to about 2,473 BU a significant increase from
nearly 1,852 BU projected for FY 2026-27. These projections underscore accelerating demand from industrial corridors,
manufacturing zones, commercial complexes, and urban agglomerations. The policy emphasis on infrastructure and
industrialization such as the development of industrial clusters, economic zones, and capacity expansion in manufacturing
further amplifies electricity requirements.
Agricultural Power Demand: India’s power demand is significantly influenced by its agrarian economy, where
irrigation pump sets and rural mechanization contribute heavily to electricity consumption, thereby creating targeted
opportunities for EPC firms in rural power systems and solar infrastructure. According to the Central Electricity
Authority, agriculture accounted for approximately 16.53% of total electricity consumption in FY 2024. To reduce diesel
dependency, enhance water and energy security and supplement farmers’ income, the government rolled out the PM-
KUSUM scheme under the Ministry of New & Renewable Energy.
Approved in March 2019 and extended to March 2026, this flagship program aims to deploy 34,800 MW of solar capacity
across three components: decentralized solar plants (Component A), standalone solar pumps (Component B), and grid-
connected pump solarization (Component C). This electrification and solarization efforts are expanding decentralized
energy access in rural areas, while simultaneously boosting EPC demand particularly for off-grid solar projects, rural
substations, and feeder-level distribution upgrades integrated with agricultural electrification.
Urbanization and Population Growth Driving Electricity Demand: Rapid urbanization and demographic growth are
significantly elevating electricity demand in India’s urban and peri-urban regions. According to the Government of
India’s Handbook of Urban Statistics , With India’s urban population projected to reach 600 million by 2036 (≈40% of
the total population), cities are becoming epicentres of electricity consumption. These urban centres expected to
contribute nearly 75% of India’s GDP are placing increasing demands on power distribution networks, substations, and
monitoring systems, necessitating large-scale infrastructure upgrades.
Urban growth is intensifying electricity consumption across residential complexes, commercial centres, transportation
nodes, and civic amenities. To meet this surge in demand, government programs such as the Smart Cities Mission and
urban electrification policies are scaling investments into advanced power infrastructure such as underground cabling,
automated substations, real-time monitoring systems, and SCADA networks creating a steady demand pipeline for EPC
projects in urban power modernization.
Government Electrification Initiatives and Flagship Policies: India’s mission to ensure 24×7 electricity access for all
is built on a series of sequential electrification programs. These flagship government schemes have progressively
expanded the reach and quality of power infrastructure across rural and urban India:
• Deendayal Upadhyaya Gram Jyoti Yojana (DDUGJY) – Launched prior to 2017, this scheme focused on rural
electrification through the strengthening of sub-transmission and distribution infrastructure. Over 18,374 villages
199were electrified under this program.
• Saubhagya (Pradhan Mantri Sahaj Bijli Har Ghar Yojana) – Introduced in 2017, it targeted household-level
electrification. By March 2022, it enabled power connections to over 2.86 crore rural and urban households,
delivering last-mile grid connectivity and meter installations.
• Revamped Distribution Sector Scheme (RDSS) – Approved in 2021, this ongoing program has a total outlay of
INR 3.03 lakh crore, including INR 97,631 crore in budgetary support. RDSS focuses on smart metering, feeder
separation, distribution network strengthening, and grid reliability improvements continuing the electrification
momentum while addressing AT&C losses.
This phased and layered approach to electrification has not only expanded power access but also created sustained
opportunities for EPC players across grid extension, substation development, and smart metering rollouts.
Growth in Renewable Energy Capacity: India has reached a major milestone in its clean energy transition, with non-
fossil fuel sources now accounting for over 50% of the country’s total installed electricity capacity a target achieved five
years ahead of the 2030 deadline, as confirmed by the Government of India in July 2025. As of June 30, 2025, total
installed capacity stood at 484.82 GW, of which 242.78 GW (50.08%) came from non-fossil sources, including
renewables (184.62 GW), large hydro (49.38 GW) and nuclear (8.78 GW). This landmark achievement underscores the
impact of flagship programs such as PM-KUSUM, solar parks, and the National Wind-Solar Hybrid Policy, which have
driven exponential growth in solar, wind, and bioenergy segments.
During FY 2025 alone, India added a record 29.52 GW of renewable energy capacity, led by solar (23.83 GW) and wind
(4.15 GW). The clean energy project pipeline remains robust, with 169.40 GW under implementation and 65.06 GW
tendered, including hybrid, RTC, and peaking projects. These developments are generating sustained EPC demand across
generation, transmission, and storage infrastructure as India moves confidently toward its 500 GW non-fossil target for
2030.
Modernization Efforts - Smart Grids and Digital Infrastructure: India’s power distribution grid is being transformed
through digital modernization initiatives primarily the National Smart Grid Mission (NSGM) and the Revamped
Distribution Sector Scheme (RDSS) under the oversight of the Ministry of Power. RDSS, which carries an outlay of
approximately INR 3.03 lakh crore, aims to install 250 million prepaid smart meters by March 2026.
As of mid-July 2025, 20.33 crore smart meters have been sanctioned under the scheme, with 2.41 crore installed to date,
including 2.27 crore already deployed across 28 states/UTs. Installation rates have accelerated from about 11,000-12,000
meters/day to nearly 80,000/day a significant scale-up in execution speed. These efforts are supported by NSGM-led
pilots and RE/SCADA integration projects, and are reinforcing infrastructure modernization via smart metering, feeder-
level monitoring, and substation automation creating expansive EPC demand for grid digitization.
Regulatory Landscape: Power Transmission & Distribution Segment
India's Power Transmission and Distribution (T&D) segment operates within a dynamic regulatory ecosystem that
significantly influences infrastructure growth, grid modernization, and private sector participation. This framework
guided by central and state regulatory bodies has evolved through key policy interventions aimed at enhancing grid
reliability, financial sustainability of DISCOMs, and broadening electricity access nationwide. The sector is highly
regulated, with various functions being distributed between multiple implementing agencies. The three chief regulators
are: the Central Electricity Regulatory Commission (CERC), the Central Electricity Authority (CEA) and State Electricity
Regulatory Commissions (SERCs). The Ministry of Power (MoP) works in close coordination with the CERC and CEA.
While the CERC's role is more of a regulator for approving tariffs of central utilities, approving licenses, etc., the CEA
is primarily a technical advisor focused on planning, i.e., estimating power demand and generation and transmission
capacity.
Major Regulatory Bodies:
200Central policymaking and coordination authority.
Oversees key schemes like RDSS, UDAY.
Supervises PSUs like NTPC, PGCIL.
Ministry of Power (MoP)
Drives reforms, investment policies, and grid modernization.
Influences EPC activity through strategic planning and program implementation.
Technical advisor to MoP.
Prepares National Electricity Plan (NEP).
Central Electricity Sets technical/grid standards and safety norms.
Authority (CEA) Tracks sector performance and operational benchmarks.
Coordinates system-wide generation, transmission, and distribution.
Regulates inter-state transmission and central tariffs.
Promotes open access and power trading.
Central Electricity
Ensures transparency and competition in the power market.
Regulatory Commission
Its tariff frameworks impact EPC project bankability and bidding norms.
(CERC)
Regulate intra-state generation, transmission, and distribution.
Set local tariffs, approve capex, resolve consumer issues.
State Electricity
Approve DISCOM procurement and expenditure plans.
Regulatory Commissions
EPC firms must align project proposals with SERC norms to win contracts.
(SERCs)
Operates National and Regional Load Dispatch Centres.
Manages real-time grid operations, frequency, contingency, and balancing.
Grid Controller of India
Ensures smooth renewable integration and grid code compliance.
Limited (formerly
Critical for testing, synchronization, and commissioning of transmission EPC projects.
POSOCO)
Impact of Major Policy Power T&D Infrastructure
India’s power sector is governed by a robust regulatory framework comprising central and state-level bodies that together
ensure policy execution, operational reliability, and market discipline. These institutions ranging from policymaking
authorities to tariff regulators and grid operators play distinct yet interlinked roles in shaping the sector’s landscape. They
facilitate transparent and competitive electricity markets, ensure infrastructure modernization, and drive alignment with
national energy goals, including renewable integration and distribution reform. For Engineering, Procurement, and
Construction (EPC) players, understanding the function and jurisdiction of these regulatory bodies is vital to navigate
project approvals, grid compliance, and investment planning across generation, transmission, and distribution domains.
1. Ministry of Power (MoP)
The Ministry of Power (MoP) serves as the central authority for policymaking, planning, and coordination in India’s
power sector. It oversees the implementation of key national programs such as the Revamped Distribution Sector Scheme
(RDSS) and Ujwal DISCOM Assurance Yojana (UDAY), both of which are crucial for modernizing distribution
infrastructure and improving the financial health of power utilities. The MoP also supervises major public sector
undertakings (PSUs) like NTPC and Power Grid Corporation of India Limited (PGCIL), aligning their operations with
national energy goals. In its broader mandate, the Ministry drives sectoral reforms, drafts investment-friendly policies,
and supports grid modernization initiatives. Through strategic planning and targeted programs, the MoP significantly
influences Engineering, Procurement, and Construction (EPC) activity across generation, transmission, and distribution
segments.
2012. Central Electricity Authority (CEA)
The Central Electricity Authority (CEA) operates as the technical arm of the Ministry of Power, offering expert advice
on planning and operational matters. It plays a critical role in preparing the National Electricity Plan (NEP), a document
that outlines medium- and long-term strategies for the power sector’s growth. The CEA is also responsible for
establishing technical and grid standards, as well as enforcing safety norms across generation, transmission, and
distribution networks. Furthermore, it monitors sector-wide performance indicators and benchmarks, thereby providing
data-driven insights for policy and investment decisions. Its role in system-wide coordination makes it a pivotal institution
in ensuring operational readiness and standard compliance for EPC contractors.
3. Central Electricity Regulatory Commission (CERC)
The Central Electricity Regulatory Commission (CERC) is the primary body responsible for regulating inter-state
transmission of electricity and setting central-level tariff structures. It promotes open access to the transmission network
and facilitates power trading across states, thereby fostering competitive electricity markets. By enforcing transparency
and competition, CERC plays a key role in shaping market dynamics. Notably, its tariff frameworks directly impact the
bankability of EPC projects by influencing return expectations, pricing mechanisms, and bidding strategies. As a result,
EPC players must stay aligned with CERC regulations to ensure project viability and financial closure.
4. State Electricity Regulatory Commissions (SERCs)
Each state in India has its own State Electricity Regulatory Commission (SERC), which governs intra-state generation,
transmission, and distribution activities. SERCs are responsible for setting local electricity tariffs, approving capital
expenditure plans of utilities, and resolving consumer grievances. They also play a central role in approving DISCOMs’
power procurement and infrastructure investment proposals. For EPC firms operating at the state level, compliance with
SERC regulations is essential. Project proposals must be structured in alignment with state-specific norms and tariff
structures to secure approvals and win contracts, making SERCs highly influential in shaping localized EPC
opportunities.
5. Grid Controller of India Limited (formerly POSOCO)
Grid Controller of India Limited, formerly known as Power System Operation Corporation (POSOCO), is tasked with
operating the National and Regional Load Dispatch Centres (NLDC and RLDCs). It manages real-time grid operations,
including frequency regulation, contingency management, and overall system balancing. The agency plays a critical role
in ensuring smooth integration of renewable energy sources, maintaining grid code compliance, and avoiding system
disruptions. For transmission EPC projects, especially those involving renewable energy evacuation, the Grid Controller
of India Limited is essential for pre-commissioning activities like synchronization, load testing, and operational handover.
Revamped Distribution Sector Scheme:
The Revamped Distribution Sector Scheme (RDSS) has emerged as a flagship initiative aimed at enhancing the
operational efficiency and financial sustainability of India’s power distribution sector. The scheme was approved with a
total outlay of ₹3,03,758 crore, including ₹97,631 crore as Government Budgetary Support (GBS), for the
implementation period from FY 2021-22 to FY 2025-26. As of December 2025, approximately ₹37,000 crore has been
released under the scheme, reflecting steady progress in fund disbursement linked to performance milestones and reform
targets. Further, in the Union Budget FY 2026-27, ₹18,000 crore has been allocated towards power distribution
reforms, including ongoing RDSS-related initiatives, indicating continued policy emphasis on strengthening the
distribution sector. A major focus of the program is smart metering 204.6 million smart meters have been sanctioned, of
which 24.1million have already been installed.
Furthermore, the scheme has contributed to narrowing the average cost–revenue gap (ACS–ARR) to INR 0.69/kWh,
reflecting improved financial discipline across DISCOMs. These metrics indicate the scheme’s scale and momentum,
which in turn is catalyzing demand for EPC services related to metering infrastructure, IT system upgrades, SCADA
rollout, and feeder separation, offering robust opportunities for both traditional EPC players and IT-BPM service
providers engaged in execution, analytics, and system integration.
RDSS has two core components:
• Part A focuses on infrastructure modernization, including prepaid smart consumer metering, system metering (feeder
and distribution transformer levels), and distribution network upgrades;
202• Part B provides for capacity building, training, IT/OT enablement, and reform support.
Under the RDSS framework, financial assistance is disbursed based on a Results Evaluation Matrix DISCOMs must meet
pre-qualification criteria and score at least 60% on weighted reform and infrastructure benchmarks. Eligible utilities must
publish quarterly and annual audited accounts, eliminate creation of new regulatory assets, ensure timely subsidy
payments, issue tariff true-up orders, and meet operational milestones. By February 2023, the Monitoring Committee had
approved Action Plans and DPRs for 46 DISCOMs across 28 states/UTs. Sanctions included ~204.6 million prepaid
smart meters, ~54 lakh DT meters, and ~1.98 lakh feeder meters, amounting to a sanctioned cost of over INR 1.15 trillion.
These installations support real-time energy accounting and theft mitigation through advanced metering infrastructure
(AMI).
As per updates from August 2023, AT&C losses dropped from 22.32% (FY 2020-21) to 16.4% (FY 2022), and the ACS–
ARR gap shrank from INR 0.69/kWh to nearly zero. These achievements demonstrate early traction in reform-linked
results. By mid-July 2025, the scheme had sanctioned 203.3 million smart meters across 28 states/UTs, with 24.1 million
already installed. Additionally, allowing borrowing flexibility of 0.5% of GSDP, stricter prudential norms, and
fuel/power cost adjustments have been introduced to incentivize utilities’ discipline. Implementation challenges such as
delays in feeder segregation and contractor responsiveness have been noted, e.g., in Jammu & Kashmir, where tender
delays pushed project awards deep into 2023. Yet, progress continues with district-level modernization works expected
to complete before the scheme’s expiry in March 2026.
Modernization & Expansion of power T&D landscape in India: Government initiatives
Insight on Government schemes & flagship policies to improve the power generation capacity in India
India's power generation landscape is undergoing a transformative shift, guided by an ambitious mix of renewable energy
targets, clean-tech manufacturing, and next-generation nuclear power development. In line with its international climate
commitments and rising domestic energy demand, the Government of India has introduced a range of flagship schemes
and policy frameworks to enhance installed capacity across diverse energy sources. These initiatives not only aim to
accelerate clean energy deployment but also drive industrial growth, job creation, and energy security. Key government
interventions span across large-scale solar deployment, rooftop solar access, solar-powered agriculture, small modular
reactors, and incentives for domestic equipment manufacturing, all of which collectively form the backbone of India’s
energy transition.
➢ Jawaharlal Nehru National Solar Mission (NSM) & Ultra Mega Solar Park Scheme:
Launched on 11 January 2010, the NSM aimed first at 20 GW solar capacity by 2022 and was revised in 2015 to reach
100 GW (40 GW rooftop + 60 GW utility-scale) through central and state efforts, under the Ministry of New &
Renewable Energy (MNRE). It introduced strategic measures such as tariff-based competitive bidding, ISTS waiver for
RE projects, Solar Parks, Canal-top generation, and mandatory rooftop solar for public buildings, aligning with India’s
Nationally Determined Contribution of 50% cumulative power from non-fossil sources by 2030. The Development of
Solar Parks & Ultra Mega Solar Power Projects scheme (extended until March 2026) supports infrastructure for
large-scale solar power generation with a minimum capacities of 500 MW per park.
➢ PM Surya Ghar - Muft Bijli Yojana:
Launched by Prime Minister Narendra Modi on 13 February 2024, the PM Surya Ghar- Muft Bijli Yojana (approved
on 29 February 2024) aims to empower 10 million residential households across India by March 2027 to install rooftop
solar photovoltaic systems and receive up to 300 units of free electricity per month. The scheme carries a comprehensive
INR 750.21 billion outlay, of which INR 657 billion is earmarked as Central Financial Assistance (CFA) to consumers,
with additional components allocated for DISCOM incentives, Model Solar Villages, outreach, and capacity-building
programs. Eligible households may receive CFA of up to INR 30,000 per kW for systems up to 2 kW and an additional
INR 18,000 per kW for the third kilowatt (capped at 3 kW), translating to a maximum subsidy of INR 78,000 per
household.
Consumers access benefits via the official national portal, select empanelled vendors, and receive subsidy transfers
directly into their bank accounts shortly after installation and verification by DISCOMs. Eligible beneficiaries can also
obtain concessional bank credit up to INR 2 lakh, collateral-free loans at ~6.75% interest or higher under supported
schemes, to cover the balance system cost beyond the subsidy.
203➢ PM-KUSUM Scheme (Pradhan Mantri Kisan Urja Suraksha evam Utthaan Mahabhiyan):
Launched in March 2019 by the Ministry of New & Renewable Energy (MNRE), the Pradhan Mantri Kisan Urja Suraksha
evam Utthaan Mahabhiyaan (PM-KUSUM) aims to add 34,800 MW of solar capacity by March 2026, supported by a
central financial outlay of INR 344.22 billion. The scheme is structured into three components: Component A,
development of 10,000 MW decentralized grid-connected solar power plants (500 kW–2 MW) on fallow or barren land
near substations; Component B- installation of 1.4–1.75 million standalone solar agriculture pumps in off-grid areas;
and Component C- solarisation of 1–3.5 million grid-connected agricultural pumps, including feeder-level solarisation.
As of FY 2024-25, a record 4.4 lakh pumps were installed under Component B and 2.6 lakh solarised under Component
C drove scheme expenditure to INR 26.80 billion, marking a fivefold increase from the previous year.
➢ Solar PV Module Production-Linked Incentive (PLI) Scheme:
Launched under MNRE through the National Programme on High-Efficiency Solar PV Modules, the PLI Scheme
(Tranche-II) allocates 39,600 MW of domestic module manufacturing capacity to 11 selected companies, backed by
approximately INR 140.07 billion in central incentive support and expected investments of around INR 930.41 billion
by 2026. The rollout timeline anticipates 7,400 MW operational by October 2024, 16,800 MW by April 2025, and the
remaining 15,400 MW by April 2026.
When combined with Tranche-I’s 8,737 MW, the scheme supports a total domestic solar module manufacturing capacity
of 48,337 MW, backed by more than INR 185 billion in incentives. This initiative has already spurred the creation of
over 1 lakh jobs (approx. 35,000 direct, 66,000 indirect), boosted domestic solar module capacity from under 10 GW to
nearly 74 GW by March 2025, and sharply reduced India’s reliance on imported modules. The scheme continues to
promote integrated plants, local content sourcing and shifts in customs duty policy to further strengthen the Make in India
framework.
➢ Biomass-based Cogeneration Programme (Biourja Programme):
The “Promotion of Biomass-based Cogeneration in Sugar Mills and Other Industries” initiative, a subsystem under
MNRE's National Bioenergy Programme (2021–26), offers targeted Central Financial Assistance (CFA) to encourage
efficient power generation using industrial and agricultural biomass residues. Eligible developers including sugar mills
and biomass plants can receive funding at the rate of INR 25 lakh per MW for bagasse-based cogeneration and INR 50
lakh per MW for non-bagasse biomass projects (e.g. agro-residue, wood waste, energy plantations).
Launched through the BioUrja portal, this scheme streamlines online application, tracking, and approval for CFA,
lowering capital costs and improving project bankability. The programme not only bolsters renewable energy generation
in rural and industrial hubs but also enhances farmer income, manages agro-residue responsibly, and reduces reliance on
fossil-fueled power plants while advancing renewable cogeneration targets.
Insight on Government schemes to expand and modernize the power
India’s power sector has witnessed significant reform and modernization efforts in recent years, especially in the
Transmission and Distribution (T&D) segments, to meet the demands of growing energy consumption and increased
renewable integration. The Government of India, through the Ministry of Power and the Ministry of New & Renewable
Energy (MNRE), has launched transformative schemes aimed at improving grid reliability, reducing technical and
commercial losses, deploying smart metering infrastructure, and strengthening inter-state and intra-state transmission
networks. Below are key initiatives supporting this mission.
➢ Revamped Distribution Sector Scheme (RDSS): Launched in July 2021, the Revamped Distribution Sector
Scheme (RDSS) is India’s flagship initiative to reform state-owned power distribution companies (DISCOMs), with
a total outlay of INR 3.04 trillion until FY 2025–26. It aims to reduce AT&C losses to 12–15% and eliminate the
ACS–ARR gap by FY 2024–25. The scheme supports DISCOMs with funding for infrastructure upgrades, prepaid
smart metering, feeder separation, and energy accounting systems. As of mid-2025, over 198 million smart meters
have been sanctioned and smart meter installations are progressing at a rate of nearly 80,000 units per day. The
scheme also mandates strict reform-linked disbursements, with performance benchmarks and transparency
requirements.
➢ Green Energy Corridor (GEC): The Green Energy Corridor (GEC) project, implemented in two phases by the
Ministry of New and Renewable Energy (MNRE) in coordination with Power Grid Corporation of India, aims to
develop dedicated transmission infrastructure for evacuating power from renewable energy (RE) generation zones
204to load centres. Under GEC Phase-I, intra-state transmission systems comprising approximately 9,700 circuit
kilometres (ckm) of transmission lines and 19,000 MVA of substations were developed across eight RE-rich states.
Building upon this, GEC Phase-II was approved by the Union Cabinet in January 2022 with a total outlay of INR
120.31 billion, targeting the construction of 10,750 ckm of transmission lines and 27,500 MVA of substations in
seven states, including Gujarat, Rajasthan, and Tamil Nadu. The central government will provide 33% financial
assistance for the approved projects, with implementation expected by 2025–26.
➢ Inter-State Transmission System (ISTS) Strengthening: The ISTS expansion, led by Power Grid Corporation of
India Limited. (PGCIL) under the Ministry of Power, plays a critical role in transferring bulk power across regions.
The government is aggressively expanding ISTS to accommodate large volumes of renewable energy through mega
transmission projects. Notably, transmission charges for renewable and battery storage projects commissioned by
June 2028 are waived, incentivizing investment in RE-heavy regions. Massive investments exceeding INR 2.5
trillion are being planned to strengthen the national transmission network, including 13 RE-rich clusters with targeted
capacity addition of 500 GW non-fossil fuel power by 2030.
➢ Smart Metering and Feeder Modernization: Under the Revamped Distribution Sector Scheme (RDSS), smart
metering plays a central role in improving billing efficiency, loss reduction, and consumer transparency. As of 15
July 2025, over 203.3 million crore smart consumer meters have been sanctioned.
Additionally, the scheme includes 5.25 million Distribution Transformer (DT) meters and 1.95 million feeder meters
to enable accurate energy accounting and localized performance monitoring. These infrastructure upgrades are
further supported by the adoption of AI-based analytics and geospatial mapping for real-time outage detection and
transformer health analysis. The RDSS framework ensures that funds are disbursed based on strict reform-linked
benchmarks, promoting transparency and timely execution.
➢ Urban Grid Modernization (e.g., Delhi Model): Urban grid modernization has emerged as a strategic focus for
state governments and DISCOMs, particularly in high-density, infrastructure-stressed cities. These initiatives aim to
transition from legacy systems to smart, resilient, and aesthetically integrated power distribution networks. A leading
example is Delhi, where utilities have begun replacing hazardous overhead low-tension (LT) lines with underground
cabling, alongside the installation of smart feeder pillars, automated fault detection systems, and real-time restoration
controls.
Such upgrades significantly reduce fire hazards, improve urban aesthetics, lower forced outages, and minimize
service disruption in congested zones. Under the Revamped Distribution Sector Scheme (RDSS) and the Delhi
Government’s FY 2025–26 budget allocation of INR 1000 million, the city’s Janakpuri and adjoining areas have
already been identified for full conversion to underground power supply. These modernization efforts are not only
essential for improving supply reliability and public safety, but also lay the foundation for future-ready urban
infrastructure, including EV charging, rooftop solar integration, and smart metering.
Latest budgetary outlay on improving the power infrastructure in India
India has significantly scaled up its budgetary outlay to strengthen and modernize its power infrastructure. This surge in
allocations reflects the government’s focus on achieving energy transition targets, enhancing distribution efficiency, and
promoting clean energy adoption. Key flagship schemes such as the Reforms-Linked Distribution Sector Scheme (RDSS)
and PM Surya Ghar Muft Bijli Yojana are central to this effort, with considerable funding earmarked to support DISCOM
reforms, renewable energy expansion, and nuclear power generation.
205Total Revenue & Capital Outlays in INR billion
299.97
218.47
197.13
16.33
FY 2024 FY 2025 FY 2026 FY 2027
Source: Union Budget FY 2025-26
➢ In FY 2024, the total outlay stood at just INR 1,633 billion, marking a low investment phase.
➢ However, in FY 2025, this increased sharply to INR 198.45 billion, reflecting renewed government focus on
infrastructure and reform-linked funding.
➢ The upward trend continued into FY 2026, with the outlay climbing to INR 218.47 billion, suggesting sustained
momentum in capital investment and operational funding for power sector development.
➢ The increasing trend continued into FY 2027 as well, with the outlay climbing to INR 299.97 billion, suggesting
sustained momentum in capital investment and operational funding for power sector development.
This sharp increase of approximately 37.3% from FY 2026 to FY 2027 reflects a deliberate policy push to transform
the sector through both immediate operational improvements and long-term infrastructure strengthening.A significant
portion of the outlay is dedicated to the Reforms-Linked Distribution Sector Scheme (RDSS), which receives INR
180.00billion. The scheme focuses on the modernization of DISCOMs, enhancing supply reliability, and reducing
Aggregate Technical & Commercial (AT&C) losses. It also provides states with an additional borrowing allowance of
up to 0.5% of their GSDP, encouraging them to undertake distribution reforms and paving the way for increased private
sector participation.
Further, INR 20.86 billion has been allocated for nuclear power development under the Nuclear Energy Programme in
FY 2025–26. This underscores India's long-term commitment to a diversified energy mix and the importance of nuclear
power as a reliable base-load energy source with low carbon emissions. Another major initiative, the PM Surya Ghar
Muft Bijli Yojana, receives a massive INR 220 billion in buget 2026-27. As India’s largest rooftop solar program, this
scheme is aimed at promoting residential solar installations. It is expected to enhance household-level energy
independence, reduce pressure on the national grid, and encourage the transition of consumers into prosumers, producers
and consumers of electricity.
Inter-State Transmission System (ISTS) Scheme
The Inter-State Transmission System (ISTS) Scheme, spearheaded by the Ministry of Power and executed primarily
through the Power Grid Corporation of India Limited (PGCIL), serves as the foundational framework for India’s national
power grid. Designed to enable seamless bulk power transfer across state boundaries, the ISTS plays a pivotal role in
integrating diverse regional electricity markets and enhancing national grid reliability. A core focus of the scheme is the
evacuation of renewable energy (RE), particularly solar and wind, from resource-rich zones to major consumption
centres, thereby supporting India’s clean energy goals and ensuring balanced, nationwide electricity access.
Waiver of ISTS Charges: To promote large-scale adoption of clean energy, the Government of India has extended a
100% waiver of Inter-State Transmission System (ISTS) charges for pumped storage hydropower (PSP) and co-located
Battery Energy Storage Systems (BESS). The waiver applies to projects:
206• Awarded (for PSP) or commissioned (for BESS co-located with renewables) on or before 30 June 2028
• Valid for 25 years from commissioning
Non-co-located BESS receive waivers based on existing Ministry of Power and CERC regulations; eligibility phases out
gradually, with no waiver after 30 June 2028. This extension aims to accelerate grid integration of storage, support grid
stability, and help achieve India’s target of 500 GW non-fossil energy by 2030.
Extension for Solar & Wind RE Projects: The 100% ISTS waiver for solar and wind projects continues only for those
commissioned on or before 30 June 2025. Eligible projects benefit from a 25-year full exemption. For projects
commissioned between 1 July 2025 and 30 June 2028, waivers are phased down starting at 75% and reducing to 25%,
after which no waiver applies to projects commissioned post 30 June 2028. The government has confirmed that it will
not extend the 100% waiver beyond the June 2025 cutoff for solar and wind projects, although relief on a case-by-case
basis may be considered for delayed projects facing force majeure or grid delay issues.
Project Capacity Milestones: As presented to Parliament by the Minister of State for Power, India’s ISTS expansion
plan targets a total capacity of approximately 340 GW for transmitting up to 230 GW of solar and wind energy. As of
mid-2025:
• 48 GW of ISTS capacity has been completed and 159 GW is under construction
• 21 GW is under bidding and 112 GW remains in planning stages
Strategic Integration & Planning: All ISTS projects are integrated with the GatiShakti National Master Plan, which
streamlines approvals, land acquisition, and infrastructure coordination across ministries. The Central Electricity
Regulatory Commission (CERC) regulates interstate transmission tariffs, implements open access policies, and ensures
tariff transparency across state lines. This ecosystem supports nationwide grid harmonization and competitive RE
deployment.
One Nation - One Grid Initiative:
The One Nation – One Grid vision is a transformative national initiative aimed at unifying India’s previously segmented
regional electricity networks into a single, synchronous grid operating at one frequency. Spearheaded by the Ministry of
Power and implemented by Power Grid Corporation of India Limited. (PGCIL), this effort forms the backbone of India’s
national power transmission infrastructure. It enables seamless and reliable power flow across regions, addresses regional
frequency imbalances, and optimizes energy dispatch across state borders thus enhancing overall energy security and
operational efficiency.
India originally operated five regional grids (Northern, Eastern, Western, North-Eastern, and Southern), and integration
efforts began in 1991 through the establishment of HVDC/AC interconnections. The final milestone was achieved on 31
December 2013, when the Southern Grid was synchronously connected to the Central Grid via the 765 kV Raichur–
Solapur transmission line culminating in the world’s largest synchronous power grid operating at a unified frequency of
49.90–50.05 Hz. The Central Electricity Authority (CEA) continues to guide technical standards and regulatory
compliance under the Electricity Act, 2003, ensuring harmonized and stable grid operations. This integrated grid
architecture not only improves power reliability and transmission efficiency but also creates substantial Engineering,
Procurement, and Construction (EPC) opportunities particularly in transmission infrastructure development aligned with
India’s broader national energy and decarbonization goals.
Operational Significance & Market Integration:
• Achieving a unified frequency has facilitated the National Load Dispatch Centre (NLDC) to manage grid operations
centrally, enabling real-time inter-state power transfers, grid balancing, and national-level electricity trading.
• The initiative ensures open and non-discriminatory access to the nationwide grid via CERC’s General Network
Access (GNA) Regulations (2022), simplifying connectivity for developers and generators through standardized
transmission access norms.
• Through this integrated framework, power from surplus regions can now reliably flow into deficit states, promoting
energy equity, operational efficiency, and national marketplace alignment.
207Key Benefits & Achievements:
• Seamless inter-regional electricity transfers help manage demand variability, particularly in high-demand states like
Tamil Nadu, Kerala, and Haryana.
• The integrated grid enables robust platforms such as the Green Day-Ahead Market (GDAM) and Green Term-
Ahead Market (GTAM) to function efficiently, aiding in renewable energy dispatch and trading.
Modernization Efforts: Smart Grids & Digital Infrastructure:
India's power infrastructure is undergoing a fundamental transformation driven by the twin goals of improving
operational efficiency and ensuring long-term grid stability. As electricity demand grows rapidly particularly due to
urbanization, renewable integration, and digital electrification the modernization of power generation, transmission, and
distribution systems has become a national priority.
Central to this modernization are smart grids, digital metering infrastructure, and AI-enabled network management,
which allow for real-time energy monitoring, enhanced outage management, and increased consumer participation.
Supported by flagship government programs such as the Revamped Distribution Sector Scheme (RDSS) and the National
Smart Grid Mission (NSGM), these efforts are paving the way for a data-driven, decentralized, and responsive electricity
ecosystem.
➢ Smart Metering Rollout under RDSS: Under the Revamped Distribution Sector Scheme (RDSS), smart metering
infrastructure has been a central reform tool to reduce losses and improve billing efficiency. As of mid-2025,
approximately 198 million smart consumer meters, 5.25 million DT meters, and 1.95 million feeder-level smart
meters were sanctioned across participating states. Of these, over 115 million consumer meters (≈58%) have been
awarded, and around 20 million are already communicating data. These figures reflect an aggressive scaling of digital
infrastructure in the power distribution segment.
➢ Automation & Energy Accounting Systems: Beyond smart metering, RDSS emphasizes automation tools such as
feeder-level energy audits, distribution transformer (DT) health monitoring, and automated outage management
systems. These upgrades enable utilities to shift from reactive to predictive maintenance, using real-time alerts and
condition-based diagnostics. Integrated with AI analytics and geospatial mapping, these systems help identify high-
loss zones, unauthorized usage, and supply bottlenecks at a granular level. This digital visibility not only improves
power reliability and load balancing but also enhances transparency in power accounting, enabling DISCOMs to
meet regulatory performance benchmarks and qualify for reform-linked funding.
➢ National Smart Grid Mission (NSGM): The National Smart Grid Mission (NSGM), launched in 2015 by the
Ministry of Power, plays a pivotal role in modernizing urban power distribution networks through smart grid pilot
projects. It supports the adoption of technologies such as Advanced Metering Infrastructure (AMI), Supervisory
Control and Data Acquisition (SCADA), and Outage Management Systems (OMS) to improve the operational
efficiency and transparency of utilities.
Major urban DISCOMs including those in Delhi, Mumbai, and Bengaluru are leveraging NSGM support to
implement real-time system monitoring, remote fault detection, and automated load control. These deployments have
enhanced supply reliability, reduced downtime, and laid the foundation for intelligent grid operations in high-demand
zones.
➢ Digitalization of Transmission Systems: As part of India's grid modernization strategy, the Power Grid Corporation
of India Limited. (PGCIL) is advancing the digital transformation of the national transmission network. Through
deployment of Wide Area Measurement Systems (WAMS) and Phasor Measurement Units (PMUs), PGCIL is
enabling high-resolution, real-time monitoring of grid parameters across the Inter-State Transmission System (ISTS).
These technologies strengthen dynamic load management, improve grid resilience, and facilitate seamless
integration of variable renewable energy. The digital infrastructure also supports faster fault detection, voltage
stability, and enhanced coordination between load dispatch centres, ensuring a responsive and future-ready
transmission backbone.
➢ Consumer-Centric Technologies & AI Integration: India’s power modernization agenda has mandated the
adoption of Time-of-Day (ToD) tariffs under the Electricity (Rights of Consumers) Amendment Rules, 2023,
requiring solar-hour rates to be 10–20% lower than normal tariffs and peak-hour rates to be 10–20% higher,
depending on categories and time blocks.
208ToD tariffs apply to commercial & industrial consumers from April 1, 2024, and to all non-agricultural consumers
by April 1, 2025, with immediate applicability post smart-meter installation. These reforms are complemented by the
rollout of prepaid smart meters, mobile apps, and AI-powered analytics to forecast peak loads, detect tamper events,
and promote efficient consumer behavior. Together, the measures empower consumers with real-time insights and
budgeting tools while improving DISCOM revenue assurance and grid flexibility.
3. Renewable Energy (RE) Scenario in India
Installed generation capacity & historical growth trends
India has made remarkable progress in expanding its renewable energy installed capacity, reflecting a strong commitment
to sustainability and a greener energy future. Over recent years, the country has focused on harnessing renewable
resources such as solar, wind, and biomass, leading to a significant transformation in its energy landscape. The installed
capacity for renewable energy in India has demonstrated impressive growth. As of FY 2025, India’s total installed power
generation capacity reached approximately 475 GW, with renewable energy sources (excluding large hydro) accounting
for about 46% of this total capacity. This marks a significant milestone in the country's renewable energy journey,
highlighting the nation’s growing commitment to sustainable energy. India’s renewable energy capacity, which includes
solar, wind, biomass, and small hydro, has surpassed 220 GW. Notably, solar energy capacity exceeded 100 GW by FY
2025, while wind energy also experienced substantial growth, reaching over 48 GW.
India globally ranks 4th in Renewable Energy Installed Capacity, 4th in Wind Power Capacity, and 5th in Solar Power
Capacity, according to the International Renewable Energy Agency’s ‘Renewable Capacity Statistics 2023.’ This
remarkable achievement is a testament to the country’s accelerated shift towards renewable energy. The increase in
renewable energy share in India’s overall energy consumption has been fueled by supportive policy measures from the
government, coupled with a growing awareness of the environmental impact of non-renewable energy sources and a
desire to reduce dependence on energy imports.
Installed Power Generation Capacity Scenario In India
( GW)
475
442
416
399
382
370
356
344
225
298
291
290
288
283
279
275
220
144
69 77 87 94 109 125
FY 2018 FY 2019 FY 2020 FY 2021 FY 2022 FY 2023 FY 2024 FY 2025
RES Others Total
Source: Central Electricity Authority, Ministry of New and Renewable Energy
The expansion in various renewable energy sectors, including solar, wind, biomass, biogas, and tidal power, has played
a crucial role in enhancing the country's renewable energy generation capacity. By FY 2025, renewable energy sources
(excluding large hydro) accounted for approximately 46% of India's total installed power generation capacity, with
renewable sources contributing nearly one-fifth of the country’s total power generation output.
The substantial increase in installed renewable energy capacity brings multiple benefits, including enhanced energy
security, job creation, and a reduction in greenhouse gas emissions. It also supports rural development and improves
electricity access in remote areas, contributing to overall sustainable development.
209Looking ahead, India is well-positioned to continue this growth trend in renewable energy capacity. Advancements in
technology, coupled with ongoing investment and supportive policies, are expected to further accelerate the sector's
expansion. This momentum solidifies India’s role as a global leader in the transition to a sustainable energy future and
reinforces its commitment to addressing climate change challenges. The growth in renewable energy installed capacity
in India is a significant achievement, reflecting the country’s dedication to clean energy and its proactive approach to
building a sustainable and resilient energy system for the future.
Renewable Energy generation potential in India
India possesses immense renewable energy generation potential, owing to its vast and diverse geographical landscape
and favourable climatic conditions. The country is naturally endowed with abundant solar radiation, wind corridors,
biomass availability, small hydropower potential, and even prospects for emerging sources like offshore wind and green
hydrogen. The Indian subcontinent receives high solar insolation throughout the year, making solar energy a key pillar
in the country's clean energy roadmap. Similarly, regions such as the western coastal states, Tamil Nadu, Gujarat, and
parts of central India offer strong wind profiles that have been effectively harnessed over the past two decades.
Strategically, India's renewable energy growth is also driven by the government’s proactive policies, investment
incentives, and international climate commitments. Initiatives such as the National Solar Mission, Renewable Energy
Development Agencies in each state, and green energy corridors aim to unlock this potential through large-scale
infrastructure and capacity-building. The government is promoting hybrid projects (wind-solar), floating solar parks, and
decentralized systems for rural electrification. These efforts not only diversify the energy mix but also reduce dependence
on fossil fuels, mitigate carbon emissions, and contribute to energy security.
Moreover, technological advancements and falling costs of renewable energy equipment have made projects more viable
and scalable. With the emergence of energy storage systems, grid integration challenges are being addressed more
effectively. India's renewable energy potential is not just about physical capacity it represents a strategic shift toward
sustainable development. The integration of digital tools, smart grids, and energy markets further amplifies the
opportunity to transform India into a global renewable energy leader.
Potential RE zones identified in India
India’s Renewable Energy Zones (REZs) are designated geographic areas identified for their high potential to generate
renewable power primarily from solar and wind energy. These zones are part of the broader national strategy to accelerate
the deployment of clean energy while ensuring cost-effective, large-scale integration into the national grid. The concept
of REZs was introduced to overcome transmission bottlenecks by planning renewable energy generation and evacuation
infrastructure in a synchronized manner. This proactive planning approach ensures that infrastructure is available in
advance to support upcoming renewable projects, reducing delays and enhancing project bankability.
REZs are identified based on a combination of factors, including high solar irradiance, strong wind speeds, availability
of land, and proximity to transmission corridors. The Ministry of New and Renewable Energy (MNRE), along with
agencies like the Central Electricity Authority (CEA) and Power Grid Corporation of India Limited (PGCIL), have
collaborated to identify several such zones across the country. These zones are primarily concentrated in states like
Rajasthan, Gujarat, Tamil Nadu, Andhra Pradesh, and Karnataka regions known for their abundant renewable resources.
Each zone is mapped not only for its technical viability but also for environmental and social compatibility.
Establishing REZs supports India’s vision of achieving 500 GW of non-fossil fuel capacity by 2030. It facilitates optimal
resource utilization and enables economies of scale in both generation and transmission. By clustering renewable projects
in specific zones, the government can ensure more efficient land use, streamlined approvals, and targeted policy
incentives. Moreover, REZs play a pivotal role in supporting India's commitments under the Paris Agreement by driving
the transition to a low-carbon energy system while promoting sustainable development in remote or underdeveloped
regions.
210Major States Hosting Renewable Energy Zones:
Andhra
Rajasth Tamil Karnat
Gujrat Prades
an Nadu aka
h
➢ Rajasthan
Rajasthan is a frontrunner in renewable energy development, especially solar power, due to its vast arid lands and high
solar insolation. The state has multiple solar parks and RE zones identified under both state and central schemes. Areas
like Bhadla, Jodhpur, and Jaisalmer are key hubs. Rajasthan’s infrastructure is being strengthened to export surplus
renewable power to other states. The state is also aligned with national RE targets and green hydrogen initiatives.
➢ Gujarat
Gujarat has strong solar and wind potential, especially in regions like Kutch and Saurashtra. The state hosts significant
REZs and hybrid renewable energy parks. It is actively developing transmission corridors to evacuate power from these
zones efficiently. Gujarat is also investing in offshore wind energy development along its coastline. Its proactive policies
and ease of land availability have made it a preferred RE destination.
➢ Tamil Nadu
Tamil Nadu has long been a leader in wind energy and is now expanding its solar capacity. The state’s REZs are mainly
located in southern and western regions with high wind speeds and solar irradiance. It has strong grid connectivity and is
a net exporter of wind energy. The integration of renewable sources is being facilitated through advanced forecasting and
grid-balancing measures. Tamil Nadu is also exploring offshore wind zones along its coastal belt.
➢ Karnataka
Karnataka has diverse renewable energy potential, especially in solar and wind, and was one of the first states to surpass
10 GW in renewable installations. REZs have been identified in districts like Tumkur, Chitradurga, and Ballari. The state
benefits from coordinated efforts between local agencies and central planning bodies. Karnataka's RE growth is supported
by hybrid energy development and smart grid initiatives. It continues to attract significant investment in renewable
infrastructure.
➢ Andhra Pradesh
Andhra Pradesh’s REZs leverage strong solar potential in Rayalaseema and wind corridors in southern districts. The state
has actively partnered with central agencies to expand its transmission network and renewable integration. Land
availability and low costs have made Andhra Pradesh attractive for utility-scale solar projects. It is also piloting solar-
wind hybrid projects to improve grid stability. The state’s renewable expansion aligns with national green energy
corridors.
Transmission Planning with RE Zones:
Transmission planning is a critical component of renewable energy zone development in India. To ensure that electricity
generated in REZs reaches demand centers efficiently, the Central Electricity Authority (CEA) and Power Grid
Corporation of India Limited. (PGCIL) plan transmission systems well in advance of project commissioning. This
includes dedicated green energy corridors, high-voltage substations, and inter-state lines designed to carry power from
RE-rich states to load centers. Proactive transmission development reduces curtailment risks and enhances investor
confidence in renewable energy projects.
211The transmission plans also include dynamic load flow analysis and scenario-based projections, helping to address
intermittency concerns and avoid congestion. Several REZs are located in remote or low-demand areas, making long-
distance, high-capacity transmission lines essential. Integration of technologies like High Voltage Direct Current
(HVDC) systems and real-time monitoring tools allows better handling of variable renewable power. Such coordinated
planning is crucial to meet India’s national renewable energy targets and ensure seamless grid integration.
National Renewable Energy Zones Project (NREZP):
The National Renewable Energy Zones Project (NREZP) is a collaborative initiative led by the Ministry of Power,
MNRE, and supported by the U.S. Agency for International Development (USAID). The project's primary objective is
to identify high-potential renewable energy zones and align them with necessary transmission infrastructure development.
The NREZP adopts a systematic approach to mapping India’s renewable resources and ensures early-stage planning for
land use, transmission corridors, and environmental considerations.
Under NREZP, over 8 lakh hectares of land have been assessed for renewable potential, and multiple high-capacity zones
have been identified for phased development. The project integrates state and central planning, reducing delays in project
execution and optimizing cost efficiency. By aligning generation and evacuation in one framework, NREZP ensures the
smooth rollout of large-scale renewable projects.
Steps taken by government to promote RE in the country:
• Waiver of Inter State Transmission System (ISTS) charges for inter-State sale of solar and wind power for projects
to be commissioned by 30th June 2025 and graded ISTS charges thereafter;
• Declaration of trajectory for Renewable Purchase Obligation (RPO) up to the year 2030;
• Launch of new schemes and programs, including Development of Solar Parks and Ultra Mega Solar Power Projects
Scheme, Pradhan Mantri Kisan Urja Suraksha evam Utthaan Mahabhiyan Yojana (PM-KUSUM), Grid Connected
Solar Rooftop Programme, CPSU Scheme Phase-II (Government Producer Scheme), Production Linked Incentive
Scheme under ‘National Programme on High Efficiency Solar PV Modules, National Bioenergy Programme,
Renewable Energy Research and Technology Development (RE-RTD) Programme, Schemes for incentives on
electrolyser manufacturing and Green Hydrogen production under the National Green Hydrogen Mission;
• Setting up of Ultra Mega Renewable Energy Parks to provide land and transmission to RE developers on a plug and
play basis;
• Laying of new transmission lines and creating new sub-station capacity for evacuation of renewable power;
• Setting up of Project Development Cell for attracting and facilitating investments;
• Standard Bidding Guidelines for tariff based competitive bidding process for procurement of Power from Grid
Connected Solar PV and Wind Projects;
• Government has issued orders that power shall be dispatched against Letter of Credit (LC) or advance payment to
ensure timely payment by distribution licensees to RE generators;
• Notification of Promoting Renewable Energy through Green Energy Open Access Rules 2022;
• Notification of Late Payment Surcharge and related matters Rules 2022;
• Notification of Electricity Amendment Rules 2022 with provision of Uniform Renewable Energy Tariff for Central
Pool; and
• Launch of the National Green Hydrogen Mission with the objective to make India a hub for Green Hydrogen
production and exports.
4. Growth Forecast
Expected growth in electricity demand in India
212India has been experiencing a significant and steady increase in the demand for power and electricity, driven by rapid
urban development, industrial growth, and the increasing use of electricity across sectors such as transport, housing, and
manufacturing. Government-led initiatives promoting household electrification, electric mobility, and renewable energy
integration are further accelerating this demand. Schemes supporting rooftop solar adoption and clean energy use are
contributing to greater consumption at the grassroots level, while emerging areas like green hydrogen are beginning to
shape future electricity needs. This rising demand reflects a broader transformation in India’s energy consumption
patterns as the country modernizes and urbanizes.
Electricity Energy Requirement (in BU)
2473.00
1907.00
1626.00
FY 2024 FY 2027F FY 2032F
Sources: CEA, (Electric Power Survey, 2022)
The graph highlights a steadily increasing trend in India’s electricity energy requirement, indicating the country's growing
power needs over the next decade. Starting from 1,626 Billion Units (BU) in FY 2024, the requirement is projected to
rise to 1,907 BU by FY 2027 and further to 2,473 BU by FY 2032. This progression reflects the rising demand driven by
factors such as industrial growth, urbanization, increased household electrification, and the uptake of new electricity-
intensive sectors like electric mobility and green hydrogen. Over this period, the CAGR from FY 2024 to FY 2032 is ~
5.4%, signifying a healthy and sustained pace of growth in energy consumption.
Expected growth in the Electricity Sector
India's installed electricity generation capacity is expected to grow steadily in the coming years, driven by rising power
demand, electrification of rural and urban sectors, and the country’s commitment to energy security and economic
development. The government’s focus on ‘24x7 Power for All’ and the expansion of industries, transport electrification,
and digital infrastructure are pushing utilities and private players to ramp up capacity addition across conventional and
renewable sources. The Central Electricity Authority (CEA), through its National Electricity Plan (NEP), outlines an
integrated roadmap that balances coal-based generation while accelerating renewable energy, particularly solar and wind.
Renewable energy is poised to play a central role in India’s future capacity additions, supported by favourable policies,
international partnerships, and technological advancements. Solar parks, green hydrogen initiatives, and offshore wind
developments are expected to supplement traditional capacity sources like coal and hydropower. Grid modernization,
flexible generation technologies, and robust inter-state transmission networks are being developed in tandem. Overall,
India’s strategy involves not just adding more gigawatts but building a cleaner, smarter, and more resilient power
generation infrastructure to meet long-term national goals.
213Expected growth in Power Sector in India
673
475
280
125
FY 2024 FY 2030
India's Power Generation & Transmission market in USD Bn
Total Power Generation Capacity in GW
Source: D&B Research, Secondary Research
India's power generation and transmission sectors are projected to expand 2.2 times, reaching USD 280 billion between
FY24 and FY30. The country’s total power generation capacity is expected to increase from 442 GW in FY24 to 673
GW by FY30. Renewable energy capacity is also set to expand, with annual capacity additions projected to increase 3.5
times between FY24 and FY27 compared to FY10-20, aligning with India’s target of achieving 500 GW of renewable
energy by 2030.
India’s Power Transmission & Distribution (T&D) infrastructure is expected to grow, supported by government
initiatives and increasing electricity demand. The "One Nation – One Grid – One Frequency" initiative has
interconnected regional grids, enhancing power availability and transfer across the country. According to the India
Investment Grid, as of October 24, India has an inter-regional transmission capacity of 1,12,250 MW, transmission
lines spanning 4,64,286 circuit kilometres (ckm), and a transformation capacity of 11,48,167 MVA.
The government plans to add approximately 17,500 ckm of transmission lines and 80,000 MVA of transformation
capacity annually over the next three years. This expansion is aimed at integrating over 500 GW of renewable energy
capacity by 2030, supporting India's energy transition efforts.
The power transmission sector is also expected to grow, with the bid pipeline increasing from less than INR 150 billion
in February 2021 to INR 1 trillion in projects currently up for bidding. This growth is being driven by the government's
focus on expanding renewable energy capacity and increasing demand for storage, green hydrogen, data centers, and
electric vehicle infrastructure.
The scale of this expansion also emphasizes the importance of transmission planning being synchronized with generation
projects, especially renewables under various government schemes. Strengthening of intra-state and inter-state corridors
is essential for the seamless transmission of power and maintaining the 'One Nation, One Grid' vision. The CEA’s plan
also reflects the long-term evolution toward a digitally controlled, modern transmission network, with grid automation,
demand forecasting tools, and real-time load flow analysis becoming integral to operational efficiency and reliability.
Insight on voltage-wise segmentation
Voltage-Wise Substation
As of July 2024, India's substation distribution reveals significant variations across different voltage levels and sectors.
At the 220 kV level, most substations are state-owned i.e. 455,599 with Central and Private sectors contributing 14,521
and 1,957 substations, respectively. For the 400 kV level, the Central sector leads with 212,420 substations, followed
closely by the State sector with 221,653 and the Private sector with 28,350. The 500 kV level shows a smaller number of
substations, with the Central sector having 9,500, the Private sector 2,500, and the State sector 1,500. At 765 kV, the
Central sector dominates with 238,700 substations, while the Private and State sectors have 31,000 and 28,000
substations, respectively. Lastly, at the 800 kV and 320 kV levels, the Central sector has 18,000 and 2,000 substations,
with no contributions from the Private or State sectors at these voltage levels.
214Voltage Level Central Private State
220 kV 14,521 1,957 455,599
400 kV 212,420 28,350 221,653
500 kV 9,500 2,500 1,500
765 kV 238,700 31,000 28,000
800 kV 18,000 NA NA
320 kV 2,000 NA NA
The growth in substation capacity over the years and the bifurcation of substations across various voltage levels reflect
India's commitment to expanding and modernizing its power infrastructure. The increasing capacity and strategic
distribution of substations are critical to ensuring a reliable and efficient power supply across the country, supporting
both current and future energy demands.
5. Capex Plans in Power Sector
Sources: CMIE Capex
The investment data captured by the CMIE capex reflects, steady growth new investment in value terms in the FY 2025
however the number of new projects announced dipped in FY 2025 simultaneously which reflect high value project being
announced in the sector.
Brief insight on the notable projects announced / under implementation in power T&D sector (during the last 6-12
months)
215
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Power Grid
Adani Energy IndiGrid- Two Corporation-
Gujarat- Green
Solutions- Interstate New Green
Energy Corridor
Bhadla-Fatehpur Transmission Energy
III
HVDC Project Projects Transmission
UNCAPS
AESL (Adani
Power Grid’s
Energy Solutions Indigrid- First
ULDC and
Limited) Multi- Greenfield
Transformer
Scheme Project in
Upgrade
Commissioning in Maharashtra
Proposals
FY2026➢ Adani Energy Solutions- Bhadla-Fatehpur HVDC Project: This is an INR 25,000 crore, 6 GW HVDC
transmission project commissioned under tariff-based competitive bidding. It covers over 2,400 circuit-km and is
intended to evacuate renewable energy from the solar-rich Bhadla zone in Rajasthan to demand centers in northern
India. This mega-project significantly boosts India’s renewable evacuation capacity and reinforces grid integration
across states.
➢ IndiGrid- Two Interstate Transmission Projects: IndiGrid (an InvIT) won LOIs for two greenfield inter-state
transmission schemes on a BOOT basis, totaling over INR 1,000 crore Capex. One project evacuates power from a
2 GW Dhule Renewable Energy Zone; the other expands Western Region transmission in Madhya Pradesh, including
substations and LILO line setups. Both projects are designed to support renewable evacuation and grid expansion.
➢ Power Grid Corporation- New Green Energy Transmission UNCAPS: PGCIL secured three critical ISTS
projects: evacuation systems from Rajasthan REZ Phase-V (4 GW), boosting transformation capacity at
Banaskantha, Gujarat, and an ISTS link for Kurnool-IV REZ in Andhra Pradesh. Combined, these projects are worth
INR 10,750 crore and feature new substations, transmission lines, and pooling stations.
➢ Gujarat- Green Energy Corridor III: The Gujarat government announced an INR 29,000 crore investment to
develop GEC-III, which includes over 3,430 ckm of 765 kV lines and 860 ckm of 400 kV lines, connecting major
RE zones in Kutch, Jamnagar, and central Gujarat. The corridor aims to transmit 16,500 MW of clean energy and
enhance grid quality via statcom installations.
➢ AESL (Adani Energy Solutions Limited) Multi-Scheme Commissioning in FY 2026: Adani Energy expects to
fully commission six transmission schemes in FY 2026 including inter-state and intra-state projects with a combined
Capex of INR 43,990 crore. The portfolio expansion includes over 696 ckm of new transmission lines and 15 projects
under construction, strengthening capacity for renewable energy evacuation.
➢ Power Grid’s ULDC and Transformer Upgrade Proposals: PGCIL approved INR 6.5 billion in early 2024 for
two key projects: ULDC Phase-III SCADA/EMS upgrade at northern SLDCs, and augmentation of a 765/400 kV
transformer at Bhiwani as part of the Leh-Kaithal renewable corridor. Both expected to be commissioned in 2025.
➢ Indigrid- First Greenfield Project in Maharashtra: Indigrid commissioned its first standalone project Kallam
Transmission Limited in Beed, Maharashtra to evacuate 1 GW of renewable power from Dharashiv region. The
project supports local RE integration and strengthens regional power evacuation infrastructure.
Summary of Transmission System Planned for the period 2022-2027
Transmission Line planned at the end of period 2026-2027:
Planned
Addition
At end of At end of addition At end of
System Type during Total
2016-17 2021-22 during 2026-27
2017-22
2022-27
Transmission
1,58,859 41,177 2,00,036 51,185 2,51,221
Transmission lines ckm ISTS
lines Transmission 5,71,403
(ckm) lines ckm Intra- 2,08,992 47,688 2,56,680 63,502 3,20,182
State
Transformation
capacity MVA 4,05,809 2,15,254 6,21,063 4,37,905 10,58,968
Transformation
ISTS
capacity 18,81,780
Transformation
(MVA)
capacity MVA 4,01,842 1,48,431 5,50,273 3,38,425 8,88,698
Intra-State
Source: National Electricity Plan, October 2024
216State-wise Transmission line planned and likely investment for the same at the end of period 2026-2027:
Transmission lines Transformation Likely Investment (₹ in
State/UT
(ckm) Capacity (MVA) Cr)
Andhra Pradesh 4,005 13,040 8,176
Assam 725 2,780 1,102
Bihar 1,539 2,200 1,905
Chhattisgarh 1,497 5,090 2,615
Goa 40 581 169
Gujarat 10,449 37,445 22,859
Haryana 1,934 14,805 4,767
Himachal Pradesh 393 2,521 1,041
Jammu Kashmir 1,054 3,590 1,745
Jharkhand 708 2,475 1,708
Karnataka 702 14,800 2,938
Kerala 1,303 4,093 2,373
Madhya Pradesh 2,923 10,525 5,900
Maharashtra 6,705 31,950 19,959
Meghalaya 659 320 551
Nagaland 214 400 300
Odisha 2,143 5,000 3,750
Punjab 656 8,725 2,364
Rajasthan 3,932 21,720 14,537
Tamil Nadu 4,940 32,857 16,993
Telangana 3,011 16,108 8,119
Uttar Pradesh 9,858 50,205 22,386
Uttarakhand 294 2,660 1,089
West Bengal 3,296 7,120 5,080
Total 62,980 2,91,010 1,52,426
Source: National Electricity Plan, October, 2024
EPC Segment
Overview: EPC services & advantages
Engineering, Procurement, and Construction (EPC) is a widely adopted project delivery model in the power infrastructure
sector, where the contractor assumes full responsibility for the project from design to commissioning. EPC contracts
streamline execution by combining all critical activities under a single entity, ensuring accountability and efficiency. This
integrated approach reduces the complexities of multi-vendor coordination, minimizes delays, and provides a predictable
cost and time framework for project owners.
In the power sector, EPC contractors play a crucial role in building generation facilities (thermal, hydro, and renewable),
high-voltage transmission systems, substations, and distribution networks. These projects require technical expertise,
regulatory compliance, and advanced engineering to ensure reliability and sustainability. EPC services address these
needs by integrating engineering precision, procurement efficiency, and construction excellence into a single contract.
One of the major drivers for EPC adoption in power infrastructure is the increasing demand for renewable energy
integration. Solar and wind power projects, for instance, require rapid deployment and cost optimization, making EPC
contracts a preferred model. By managing design, procurement of solar modules or wind turbines, and construction under
a single scope, EPC contractors enable faster project execution, helping India meet its ambitious renewable energy targets.
Additionally, EPC services often include advanced technologies such as smart grid solutions, SCADA systems, and
automation tools, which improve operational efficiency and grid reliability. This technological edge allows EPC firms to
offer value beyond construction, making them critical enablers of modernization in India’s power T&D sector. Overall,
EPC solutions combine speed, efficiency, and technical robustness, providing an end-to-end pathway for the development
of sustainable and resilient power infrastructure.
217EPC Services: Stages
Project Maintenance &
Procurement Installation &
Engineering & Construction Management & Post-
of Equipment Commissionin
Design & Civil Works Quality Commissionin
& Materials g
Assurance g Support
• Engineering & Design: EPC companies provide comprehensive engineering services, including feasibility studies,
detailed design, and structural layouts. They conduct load flow analysis, grid interconnection studies, and system
optimization to ensure the infrastructure meets technical and safety standards. This phase lays the foundation for
efficient and reliable operations.
• Procurement of Equipment & Materials: Procurement involves sourcing transformers, switchgear, conductors,
control panels, and other essential components. EPC firms handle vendor evaluation, negotiations, logistics, and
quality checks to ensure compliance with standards. This guarantees timely availability of equipment, preventing
costly project delays.
• Construction & Civil Works: The construction phase includes tower erection, substation development, and laying
transmission or distribution lines. EPC contractors deploy skilled manpower and advanced machinery for on-site
work, ensuring adherence to design specifications. Strict safety protocols are followed to minimize accidents and
delays during execution.
• Installation & Commissioning: Post-construction, EPC contractors install electrical systems, integrate automation
controls, and conduct rigorous testing. This includes synchronization with the national or regional grid, load testing,
and performance verification. Commissioning ensures that the system is fully operational and compliant with
regulatory standards before handover.
• Project Management & Quality Assurance: EPC firms manage project timelines, budgets, and compliance
reporting through robust project management systems. They implement QA/QC frameworks to maintain the highest
quality standards throughout the project lifecycle. This ensures timely completion and minimizes rework, saving
both time and cost.
• Maintenance & Post-Commissioning Support: Some EPC contracts include long-term maintenance and
operational support services. These involve regular inspections, equipment servicing, and emergency
troubleshooting. This ensures high system reliability and maximizes asset life, reducing unplanned outages.
218Advantages:
Single Point Responsibility: EPC contracts provide a single point of accountability for all project phases, eliminating
coordinationissuesbetweenmultiplecontractors.Thissimplifiescommunicationandensuressmoothexecutionfromstartto
finish.
Cost and Time Efficiency: By integrating engineering, procurement, and construction under one umbrella, EPC projects
achieve better cost controlandtimely delivery.Reduced delays andoptimizedprocurementprocesseshelp minimize budget
overruns.
Technical Expertise & Innovation: EPC firms bring specialized engineering expertise and adopt the latest technologies
such as SCADA, GIS, and smart grid systems. This enhances project quality and operational efficiency while ensuring
compliancewithtechnicalnorms.
RiskMitigationforClients:Project-relatedrisks,suchascostescalation,delays,andcomplianceissues,aretransferredto
theEPCcontractor.Thisreducesfinancialexposurefortheclientandprovidescertaintyregardingtimelinesandbudgets.
Quality Assurance & Compliance: EPC contracts include strict adherence to quality standards and regulatory norms
throughouttheprojectcycle.Thisreducesoperationalrisksandensurestheinfrastructureperformsreliablyoveritslifecycle.
Faster Renewable Energy Deployment: For solar and wind projects, EPC solutions accelerate timelines by bundling all
phasesunderonecontract.ThisenablesIndiatorapidlyexpandrenewablecapacitywhilereducingintegrationchallenges.
Lifecycle Support: Many EPC providers extend support beyond commissioning, offering maintenance and operational
services.Thisensureslong-termassetreliability,improvedefficiency,andbetterreturnoninvestment.
Construction scenario in India and role played by EPC industry.
Overview: Construction Scenario in India
The construction sector serves as a vital pillar of the Indian economy, with extensive linkages spanning over 250 ancillary
industries such as cement, steel, paints, bricks, tiles, and more. It ranks as the second-largest economic activity in the
country after agriculture, contributing an estimated 9.1% to the national Gross Value Added (GVA) in FY 2025,
according to data from the Ministry of Statistics and Programme Implementation (MoSPI). When combined with outputs
from real estate services and ownership of dwellings, the broader construction ecosystem contributes approximately
14.3% to the total GVA at constant prices.
Characterized by high employment elasticity and a significant multiplier effect, the sector has the capacity to generate up
to five times the income in other industries for every unit of investment, underscoring its importance in driving inclusive
growth and industrial development. Construction is also the second-largest employment generator in India, providing
jobs to nearly 71 million individuals in FY 2023, as reported by the Periodic Labour Force Survey (PLFS). This number
is projected to surpass 100 million by FY 2030, propelled by increasing demand for infrastructure in both urban and rural
areas, along with growth in the housing and industrial sectors.
The sector plays a crucial role in creating direct employment across various disciplines such as engineering, architecture,
project management, and skilled trades. Additionally, it supports a wide range of indirect employment through its strong
backward and forward linkages with industries such as manufacturing, transportation, logistics, and equipment leasing.
Over the years, the contribution of the construction sector to the national economy has steadily increased. By FY 2025,
its GVA is projected to reach approximately INR 15.6 trillion, accounting for about 9.1% of the national GVA.
219Source: Ministry of Statistics & Programme Implementation (base year 2011-12)
The chart presents a clear upward trend in the Gross Value Addition (GVA) by the Indian Construction sector from FY
2019 to an estimated FY 2025. In absolute terms, the sector's contribution has grown from INR 10.30 trillion in FY 2019
to an estimated INR 15.60 trillion in FY 2025, reflecting a significant expansion in construction activity across
infrastructure, housing, and industrial domains. The dip observed in FY 2021, where GVA fell to INR 10.0 trillion,
coincides with the economic slowdown and disruptions caused by the COVID-19 pandemic. However, the strong
recovery from FY 2022 onward with GVA reaching INR 14.40 trillion in FY 2024 demonstrates the sector’s resilience
and the impact of large-scale government capital expenditure programs, such as the National Infrastructure Pipeline (NIP)
and PM Gati Shakti.
In relative terms, the construction sector’s share in total GVA initially declined from 8.1% in FY 2019 to 7.8% in FY
2021, again reflecting pandemic-related contractions. Post-FY 2021, the share steadily increased, reaching 9.1% in FY
2025 (est.), indicating not just absolute growth but a stronger role of construction in the overall economy. This rise
suggests an intensification of infrastructure-driven development, with construction increasingly contributing to India’s
GDP. The positive trend aligns with the government's focus on urban development, transportation networks, affordable
housing, and industrial corridors.
Government focus on infrastructure construction:
The infrastructure construction segment serves as a cornerstone of India’s economic advancement and national
development. It encompasses the creation, expansion, and maintenance of critical public infrastructure that supports
connectivity, productivity, and improved living conditions. As a foundational pillar of the economy, this segment not
only facilitates the movement of goods and people but also plays a vital role in shaping the socio-economic landscape of
the nation. Infrastructure development is closely linked to industrial growth, urbanization, and regional development,
contributing significantly to job creation, income generation, and improved access to essential services. With India
embarking on ambitious infrastructure programs ranging from highways and smart cities to energy corridors and digital
infrastructure this segment continues to act as a powerful enabler of inclusive growth, long-term competitiveness, and
sustainable development.
➢ Enhancing Connectivity: Robust transportation networks facilitate the seamless movement of people and goods,
thereby strengthening trade and regional integration.
➢ Driving Economic Activity: Infrastructure projects stimulate job creation, attract private and public investment, and
catalyse growth across multiple sectors of the economy.
➢ Improving Living Standards: Infrastructure development ensures access to essential services such as clean water,
sanitation, and uninterrupted electricity, significantly enhancing the quality of life.
The infrastructure construction sector is broadly classified under Transport and Logistics Infrastructure, which includes
220
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%roads, highways, railways, airports, ports, and allied facilities. The Indian government has placed infrastructure
construction at the heart of its economic growth strategy, recognizing it as a key enabler of long-term development,
employment generation, and industrial competitiveness. Through flagship initiatives like the National Infrastructure
Pipeline (NIP), PM Gati Shakti, Smart Cities Mission, and Bharatmala and Sagarmala programs, the government
is driving coordinated investments in roads, railways, ports, airports, logistics hubs, and urban infrastructure. These
initiatives aim to address critical infrastructure gaps, reduce logistics costs, and create seamless multimodal connectivity
across the country. The government’s strategic intent is to leverage infrastructure as a productivity multiplier and attract
private investment through well-structured public-private partnerships (PPPs).
In parallel, policy measures such as faster project clearances, reforms in contract enforcement, digitization of approval
processes, and increased central outlay in annual budgets reflect a clear push toward efficient project execution and
transparent governance. Institutions like the National Investment and Infrastructure Fund (NIIF) and Development
Finance Institutions (DFIs) have also been strengthened to support capital mobilization. By linking infrastructure
development with larger national goals such as energy transition, digital connectivity, and regional economic balance the
government is creating a long-term vision that ensures infrastructure construction remains a high-priority and high-impact
area for public investment and private sector participation alike.
Government Increasing Budgetary Allocation to infrastructure sector.
One of the key drivers for economic growth is the increased infrastructure investment thrust by the Government of India.
The Union Government’s budgetary allocation for capital expenditure has seen a consistent and significant upward
trajectory over the past several years, reflecting a strong commitment to infrastructure development and long-term
economic growth. This progressive increase underscores the government’s focus on building robust infrastructure,
boosting public investment, and supporting sustainable economic development across sectors. In the Union Budget for
Fiscal 2026, the Government of India has increased the capital expenditure by 10.1% (over the previous year’s revised
budget allocation) to nearly ₹ 12.2 trillion, -which indicates the strong Government of India focus on improving the
overall infrastructure landscape in India.
Union Government's Budgetary Allocation for Capital Expenditure
(INR Trillion)
12.2
11.12
10.18
9.49
7.4
5.93
4.26
3.36
FY2020 FY2021 FY2022 FY2023 FY2024 FY2025 FY2026 (BE) FY2027 (BE)
Union Budget, Government of India
Allocation to Key Sectors
Key Sectors
y-o-y
Value in INR
FY’20 FY’21 FY’22 FY’23 FY’24 FY’25 FY’26 RE FY’27 B.E. Growth
BN
FY’26
Railway 678.42 299.26 1,172.71 1,592.56 2,426.48 2,552.63 2554.66 2,813.77 0.08%
221Key Sectors
Road & Bridge 707.14 922.94 1,167.88 2,104.96 2,698.65 2,994.60 2,871.41 3,098.75 -4.11%
Power 13.74 30.19 35.2 20.83 69.99 197.13 215.85 299.96 9.50%
Water
0 0 4.68 5.44 10.11 28.37 28.99 51.64 2.19%
Transport
Irrigation 2.59 1.33 1.59 1.38 1.8 107.27 74.44 65.90 -30.60%
House &
Urban 37.13 17.21 43.6 67.99 44.7 532.55 572.03 855.22 7.41%
Development
Total of the
1,439.02 1,270.92 2,425.65 3,793.17 5,251.74 6,412.55 6,317.38 7,185.24 -1.48%
above
y-o-y growth in FY 2026 is B.E. over RE, B.E is Budgeted Estimate, and R.E. is revised estimates. For the irrigation
sector, major irrigation, major &medium irrigation, minor irrigation, drainage and Flood control is considered
Witnessing the CAGR growth of the budgetary allocation historically, construction of the road & highway, railway,
energy and power and Urban Infrastructure has remained a focused area over the period FY 2020-24. In the Union Budget
2026-27, spending towards energy and power, water transport increased substantially over the previous year’s revised
estimate. Substantial budgetary allocation for the development of roads, railways, airports, and urban infrastructure, the
government stimulates economic growth and improves public facilities.
Infrastructure construction scenario in India
India’s infrastructure construction sector is expanding rapidly, driven by initiatives like the National Infrastructure
Pipeline (NIP), PM Gati Shakti, and ambitious renewable energy targets. This growth is underpinned by large-scale
investments in power, transportation, and industrial infrastructure, creating significant demand for advanced construction
solutions. Within this context, the EPC (Engineering, Procurement, and Construction) segment has become a critical
enabler, offering integrated project delivery that ensures timely execution, cost efficiency, and quality assurance across
complex infrastructure projects.
In the power sector, infrastructure construction requires specialized capabilities to build generation plants, transmission
corridors, substations, and distribution networks. EPC firms handle these end-to-end responsibilities under a single
contract, reducing the challenges of multi-vendor coordination and mitigating risks for project owners. This model has
been particularly effective for large renewable energy projects, high-voltage transmission systems, and smart grid
implementation areas that demand technical precision, rapid execution, and regulatory compliance.
The EPC segment has also embraced technological advancements such as digital project monitoring, Building
Information Modeling (BIM), and automation in construction equipment, improving accuracy and reducing material
wastage. These innovations, combined with expertise in integrating smart grid solutions and energy-efficient designs,
position EPC-led construction as a cornerstone of India’s shift toward sustainable and future-ready infrastructure.
Looking ahead, the synergy between the construction industry and EPC players will remain vital to meeting India’s
infrastructure and energy goals. With growing requirements for renewable energy evacuation systems, urban
electrification, and advanced transmission networks, EPC-driven models offer the strategic advantage of streamlined
execution and enhanced risk management, making them indispensable for large-scale infrastructure development in India.
Key EPC players in India
The EPC (Engineering, Procurement, and Construction) industry in India is dominated by a few large players with
significant expertise in executing complex and capital-intensive projects. These companies operate across multiple
sectors, including power generation, transmission and distribution (T&D), renewable energy, oil & gas, and industrial
infrastructure. Their capabilities extend beyond traditional construction to integrated project delivery models that include
advanced engineering design, efficient procurement strategies, and on-site construction with commissioning. These firms
have been instrumental in driving India’s infrastructure growth, particularly in building high-voltage transmission
networks, solar parks, wind farms, and smart grid systems that support the country’s renewable energy ambitions.
Key EPC players in India, such as Larsen & Toubro (L&T), Sterlite Power, Tata Projects, Kalpataru Power Transmission
(KPTL), KEC International, and Adani Energy Solutions Limited, have established strong domestic and global footprints.
222These companies leverage technological innovations, digital project management tools, and sustainable construction
practices to enhance project efficiency and quality. Their strategic role in developing Green Energy Corridors, renewable
evacuation infrastructure, and large-scale transmission systems positions them as critical enablers for India’s goal of
becoming a global renewable energy leader.
Here are some additional sector-wise key players in India:
Sector Top 5 EPC Players
Larsen & Toubro (L&T), Tata Projects Limited., Shapoorji Pallonji Group, NCC
1. General Infrastructure
Limited., Punj Lloyd Limited.
Engineers India Limited. (EIL), L&T Hydrocarbon Engineering, Technip
2. Oil & Gas / Hydrocarbon
Energies India, Toyo Engineering India, KSS Petron
BHEL, Sterlite Power, Kalpataru Power Transmission Limited., Suzlon Energy,
3. Power (Thermal/Renewable)
ReNew Power
IRCON International, AFCONS Infrastructure, GR Infraprojects, Dilip Buildcon
4. Transport (Road/Rail/Metro)
Limited., Rail Vikas Nigam Limited.
5. Water & Urban VA Tech Wabag, SPML Infra Limited., Ion Exchange, Ramky Infrastructure,
Infrastructure L&T Construction (Water & Effluent BU)
ThyssenKrupp Industrial Solutions, FLSmidth India, UHDE India, Holtec
6. Industrial & Process Plants
Consulting, Jacobs Engineering India
Key threats and challenges in power EPC segment
Key Threats:
Regulatory Uncertainty
Commodity Price Fluctuations
Payment Delays from DISCOMs
Aggressive Bidding Environment
Policy and Fiscal Risks
➢ Regulatory Uncertainty: Regulatory Uncertainty poses a significant threat to EPC projects in India’s power sector.
Frequent amendments to environmental regulations, land acquisition rules, and grid connectivity procedures often
lead to delays in project approvals and cost escalations. For example, obtaining Environmental Impact Assessment
(EIA) clearance, forest clearances, and securing right-of-way (ROW) can be time-consuming and subject to policy
shifts at both central and state levels. These uncertainties are particularly challenging for long-gestation projects like
transmission lines or large-scale renewable parks, where planning is done years in advance. The lack of consistency
in regulations also deters private investment and makes financial closure more complex. As a result, EPC contractors
face increased compliance risks and uncertainty in project timelines.
➢ Commodity Price Fluctuations: Commodity Price Fluctuations are a critical threat to EPC contractors, especially
in the power sector where infrastructure projects rely heavily on materials like steel, copper, aluminum, and cement.
Sudden spikes in global or domestic commodity prices can sharply erode project margins, particularly for fixed-price
contracts that do not incorporate robust escalation clauses. EPC firms often operate on thin profit margins and long
project cycles, making them vulnerable to such cost shocks. Additionally, geopolitical tensions, supply chain
disruptions, and changes in import duties can further amplify input cost volatility. Without adequate hedging or
flexible contract structures, contractors may be forced to absorb losses, impacting financial stability and future
bidding capacity.
223➢ Payment Delays from DISCOMs: Payment Delays from DISCOMs remain a persistent challenge for EPC firms
executing power infrastructure projects. Many state-owned distribution companies (DISCOMs) face chronic
financial distress due to high Aggregate Technical & Commercial (AT&C) losses, under-recovery of power costs,
and inefficiencies in billing and collection. These issues often translate into delayed payments to contractors, even
when projects are completed on time. For EPC firms, such delays disrupt working capital cycles, strain liquidity, and
increase reliance on short-term borrowing raising overall project risk. Despite government reforms like the RDSS
aimed at improving DISCOM performance, payment reliability remains inconsistent across states, posing a material
risk to contractors' financial health and operational continuity.
➢ Aggressive Bidding Environment: The EPC power sector in India faces a highly competitive bidding environment,
particularly in government tenders and large-scale infrastructure projects. Many players, including newer or
financially weaker firms, often bid aggressively sometimes below cost to win contracts. While this helps in acquiring
projects, it significantly compresses profit margins and heightens execution risk. Such practices can lead to cost-
cutting during implementation, compromising quality, safety, or timelines. In extreme cases, projects may be stalled
or abandoned, damaging the reputation of the sector. This also puts pressure on established players to either match
low bids or lose market share, thereby affecting industry sustainability.
➢ Policy and Fiscal Risks: Policy and fiscal risks pose a major challenge to EPC firms operating in India’s power
sector. Sudden changes in tax structures such as revisions in GST rates on solar modules or electrical components
can inflate project costs unexpectedly. Similarly, delays in the disbursement of government subsidies or incentives,
especially under schemes like PM-KUSUM or rooftop solar programs, can disrupt cash flows and delay project
execution. Uncertainty around annual budget allocations or lapses in financial approvals further erode investor
confidence. These risks often impact financial modeling and bid pricing, leaving contractors exposed to unforeseen
losses and reduced profitability.
Key Challenges:
Project Execution Complexity
Logistical and Site-Level Constraints
Technology Integration and Upgradation
Manpower and Skill Gaps
Coordination with Multiple Stakeholders
➢ Project Execution Complexity: Project execution complexity is a fundamental challenge in the power EPC
segment, as projects are often spread across remote, diverse, and logistically difficult terrains. Executing
infrastructure in such areas demands meticulous planning, coordination with multiple subcontractors, local vendors,
and equipment suppliers each with different timelines and capabilities. Additionally, navigating local regulations,
securing permits, and dealing with unforeseen ground realities like extreme weather or resistance from local
communities further complicate execution. Maintaining quality standards while adhering to strict project timelines
in such conditions requires robust project management, technical adaptability, and contingency planning.
➢ Logistical and Site-Level Constraints: Logistical and site-level constraints are a major challenge for EPC projects,
especially in the renewable and transmission sectors, which are often located in remote or difficult terrains like
deserts, forests, or hilly regions. Transporting large and heavy equipment to these areas requires meticulous planning
and reliable infrastructure, which is not always available. Inadequate road access, extreme weather conditions, and
long distances from urban supply hubs can delay material delivery and raise transportation costs. Additionally,
ensuring timely deployment and accommodation of skilled labor becomes difficult in such locations. These factors
not only impact project timelines but also significantly increase execution costs and operational risks.
224➢ Technology Integration and Upgradation: Technology integration and upgradation have become critical in the
evolving power EPC landscape, driven by advancements like smart grids, digital substations, and hybrid renewable
systems. EPC firms are now expected to implement sophisticated automation, real-time monitoring, and AI-driven
controls to meet new efficiency and reliability benchmarks. However, many smaller or regional EPC players face
challenges in adopting these technologies due to limited access to skilled personnel, high capital investment
requirements, and lack of in-house R&D capabilities. This technological gap can hinder their competitiveness and
limit their participation in high-value, future-ready infrastructure projects.
➢ Manpower and Skill Gaps: Manpower and skill gaps present a persistent challenge for EPC firms operating in the
power sector. Projects often require specialized technical personnel for functions like detailed design, site execution,
quality assurance, and safety compliance. However, sourcing experienced engineers, supervisors, and skilled
technicians especially for remote or infrastructure-deficient sites remains difficult. This shortage can lead to project
delays, suboptimal execution, and increased rework. The situation is further compounded by limited training
infrastructure and skill development programs tailored to emerging technologies in renewables and smart grid
systems, widening the talent gap in the industry.
➢ Coordination with Multiple Stakeholders: Coordination with multiple stakeholders is a critical and often complex
aspect of EPC project execution in the power sector. These projects typically involve central agencies like SECI or
PGCIL, state utilities, local government bodies, landowners, vendors, and subcontractors all of whom operate under
different regulatory frameworks and timelines. Aligning their inputs for approvals, clearances, and execution requires
meticulous planning and communication. Delays in any one interface such as delayed permits or material supply can
cascade into broader project setbacks. Effective stakeholder management thus demands strong project governance,
digital tracking systems, and continuous engagement across all tiers.
Threat & Challenges in the Overall EPC Industry
Threats:
Rising Import Dependency on Critical Equipment
Delays in Statutory Approvals
Credit Access Constraints for Smaller EPC Firms
Climate and Extreme Weather Risks
Intellectual Property & Technology Risks
➢ Rising Import Dependency on Critical Equipment: Rising import dependency on critical power infrastructure
equipment poses a significant threat to the EPC industry in India. Components such as solar inverters, power
transformers, and advanced switchgear are often sourced from countries like China, Germany, and the U.S., making
the sector vulnerable to external market dynamics. Any disruption in trade due to geopolitical tensions, global supply
chain constraints, or protectionist policies can lead to delays in project execution and increased capital costs.
Additionally, fluctuations in foreign exchange rates further impact procurement budgets, especially for fixed-price
contracts. This dependence also undermines the government's push for self-reliance under the "Atmanirbhar Bharat"
initiative.
➢ Delays in Statutory Approvals: Delays in statutory approvals pose a significant risk to EPC projects in the power
infrastructure sector. Projects located near forest areas, coastal regulation zones (CRZ), or defense establishments
often require clearances from multiple government bodies such as the Ministry of Environment, Forest and Climate
Change (MoEFCC), Ministry of Defence (MoD), or coastal authorities. The bureaucratic nature of these processes,
combined with overlapping jurisdiction and lack of streamlined timelines, frequently results in prolonged approval
cycles. This leads to project execution delays, higher holding costs, and increased financial exposure for EPC
225contractors. In some cases, prolonged uncertainty may also result in project cancellation or penalty imposition due
to missed deadlines.
➢ Credit Access Constraints for Smaller EPC Firms: Credit access remains a critical constraint for smaller and mid-
sized EPC firms in the power infrastructure sector. Due to perceived financial risk and limited credit histories, banks
and NBFCs are often reluctant to provide project finance or working capital to these players. This restricts their
ability to bid for large-scale tenders that require substantial bank guarantees and performance securities. Even when
loans are sanctioned, the interest rates tend to be higher and disbursement slower, impacting cash flow and
operational agility. As a result, many capable EPC firms are unable to scale or compete effectively, limiting industry
competitiveness and innovation.
➢ Climate and Extreme Weather Risks: Climate change and extreme weather events are emerging as significant
risks for EPC firms in the power infrastructure sector. The rising frequency of floods, cyclones, and heatwaves
particularly in coastal and arid regions can disrupt construction schedules, damage partially completed assets, and
increase downtime. These events not only delay project timelines but also inflate insurance premiums and mitigation
costs. Moreover, the unpredictability of weather patterns complicates site planning, logistics, and resource allocation.
EPC firms are increasingly required to invest in climate-resilient infrastructure and adaptive project designs, adding
to upfront costs and execution complexity.
➢ Intellectual Property & Technology Risks: As digital technologies like SCADA, AI-driven analytics, and remote
O&M become integral to power EPC projects, the industry is increasingly exposed to intellectual property (IP) and
technology-related risks. Dependence on third-party technology providers can lead to vulnerabilities such as IP
disputes, licensing restrictions, and compatibility issues. Additionally, rapid tech evolution risks making proprietary
systems or tools obsolete, particularly for firms with limited R&D capacity. Cybersecurity is another concern, as
digital platforms handling critical infrastructure data are prone to breaches. These factors pose legal, operational, and
reputational risks for EPC companies relying heavily on digital integration.
Challenges:
Balancing Standardization with Customization
Short Bid-to-Award Timelines
Post-Commissioning Service Liabilities
Fragmentation in Subcontracting Ecosystem
➢ Balancing Standardization with Customization: In the power EPC space, achieving a balance between
standardized designs and client-specific customization is a persistent challenge. While standardization enables cost
efficiency, quicker execution, and streamlined procurement, clients often demand modifications tailored to site-
specific conditions, regulatory requirements, or unique technical needs. This divergence can lead to repeated design
iterations, longer engineering timelines, and increased coordination between design and execution teams.
Additionally, in geographically diverse and topographically challenging areas, customization becomes unavoidable,
thereby reducing the benefits of economies of scale. Such complexities frequently contribute to delays, cost overruns,
and stretched project cycles.
➢ Short Bid-to-Award Timelines: Short bid-to-award timelines in public sector tenders often pressure EPC firms to
prepare proposals with minimal due diligence. With limited time to assess site conditions, regulatory requirements,
or material costs, firms may make inaccurate assumptions in pricing and planning. This rushed process increases the
risk of underbidding, scope misalignment, or overlooking key execution challenges. As a result, project timelines
and budgets can be compromised post-award, leading to delays, cost escalations, or strained client relationships.
226Such time-constrained bidding environments undermine the reliability and financial sustainability of project
execution.
➢ Post-Commissioning Service Liabilities: Post-commissioning service liabilities are becoming a significant burden
for EPC firms, especially in renewable energy projects where long-term Operation & Maintenance (O&M)
commitments and performance guarantees are now standard. These obligations often extend 5-10 years beyond
project handover, requiring sustained technical support, spare parts availability, and performance monitoring.
However, such responsibilities are not always matched with adequate margins or risk buffers in the contract. Any
shortfall in plant performance or service disruptions can lead to penalties, reputational damage, or financial losses
making this a critical challenge in the evolving EPC contract landscape.
➢ Fragmentation in Subcontracting Ecosystem: Fragmentation in the subcontracting ecosystem is a persistent
challenge for EPC firms in the power infrastructure sector. Projects often rely on multiple subcontractors for
specialized tasks such as civil works, electrical installations, and equipment commissioning. Poor coordination
among these parties can lead to scheduling conflicts, duplication of effort, and missed deadlines. Additionally, a
fragmented vendor base makes it difficult to maintain uniform quality standards and enforce accountability,
especially in remote or high-volume project sites. These inefficiencies not only impact project timelines and costs
but also pose risks to safety and compliance. Strengthening vendor management systems is essential to address this
issue.
Competitive Landscape
The EPC (Engineering, Procurement, and Construction) segment within India’s Power Infrastructure domain is
undergoing rapid transformation, with increasing private sector participation complementing the long-standing
dominance of public sector utilities and large conglomerates. This shift is especially evident in sub-segments such as
power transmission lines, substation construction, and switchyard electrification, where execution speed, technical
qualification, and cost optimization are critical success factors. Mid-sized EPC players are capitalizing on national
programs such as the Green Energy Corridor, RDSS (Revamped Distribution Sector Scheme), and inter-regional grid
connectivity upgrades to scale their operations and demonstrate project delivery credentials.
In this space, firms like Rajesh Power Services Limited, Viviana Power Tech Limited, and Advait Energy Transitions
Limited are emerging as focused EPC players specializing in transmission and distribution infrastructure.
Years in Project Track Clientele /
Company Core Focus Key Capabilities
Operation Record Market Position
Om Power More than Transmission Transmission line 1,000+ ckm of 66 Strong EPC
Transmission 14 years of & Substation execution (up to kV, 800 km of 220 credentials,
Limited experience EPC 400 kV), substation kV, 200 km of 400 established player
(OPTL) construction kV lines across
transmission
domains
Rajesh Power More than Power Turnkey EPC for Multiple projects Recognized for
Services 15 years of Distribution & substations (33 kV– across Indian wide geographic
Limited experience Substations 400 kV), HT/LT states under state execution; often
(RPSL) line erection, DISCOMs & partners as
transformer CPSEs (PGCIL, subcontractor
installation REC)
Viviana Power More than Transmission Line construction, Regional projects Emerging mid-
Tech Limited 10 years of & Distribution substation erection, in 132 kV–220 kV sized player
experience EPC switchyard works range; expanding leveraging RDSS
to 400 kV & Green Energy
Corridor
Advait Energy More than Renewable- Smart grid Niche projects in Positioned as a
Transitions 15 years of linked T&D integration, modular renewable digital/clean-
Limited experience EPC substations, IoT- evacuation & energy aligned
based monitoring inter-regional EPC specialist
connectivity
The power EPC segment faces stiff competition, especially in the 132kV to 400kV range, where both national players
and regional contractors aggressively participate in state and central bidding processes. Tendering norms often include
stringent net worth, solvency, and past experience thresholds, which limit first-time entrants and encourage consortium
227or JV-based bidding strategies. L1 pricing pressures persist, but players differentiate themselves through safety
compliance, manpower readiness, and ability to mobilize equipment quickly for geographically diverse projects. Further,
In the Transmission EPC Infrastructure industry, order book is the considered an indicator of future performance since it
represents a committed portion of anticipated future revenue. Apart from order book, timely completion of project along
with quality assurance and cost competitiveness are critical success factor.
Technological capabilities are increasingly central to competitiveness. Players investing in tower erection drones, GIS-
based survey mapping, digital twin-enabled project planning, and ERP-linked execution monitoring are better positioned
to meet tight commissioning deadlines and handle change orders efficiently. For example, SCADA integration, real-time
energy metering, and smart grid controllers are now baseline expectations in distribution EPC. Further, clients
increasingly prioritize firms that can deploy pre-fabricated modular substations, remote diagnostic tools, and IoT-based
condition monitoring systems, especially for greenfield grid integration projects linked to renewable generation.
In conclusion, the EPC market in India’s power infrastructure sector is evolving toward greater specialization, faster
execution cycles, and integrated delivery capabilities. While large PSUs and infra conglomerates continue to lead mega-
scale projects, players like Rajesh Power Services, Viviana Power Tech, and Advait Energy Transitions are carving out
niches by aligning with digitalization trends, regional demand, and clean energy integration. Going forward, companies
that can offer a blend of scale, agility, and technical finesse while maintaining robust compliance and safety records are
poised to emerge as long-term leaders in the competitive EPC landscape.
Peers Profiling
Rajesh Power Services Limited
Company Overview:
Rajesh Power Services Limited, established in 1971, is an EPC firm focused on turnkey projects in India’s HV/EHV
transmission and distribution sector. It handles end-to-end services including detailed engineering, procurement,
construction, testing and commissioning for underground and overhead transmission lines up to 220 kV and EHV/GIS
substations, along with 11 kV urban distribution networks. The company also offers operations and maintenance services,
utility services like cable fault location and rectification, transformer retrofitting, cable and equipment testing, third-party
inspection, and consultancy.
Product & Service Offerings
• Turnkey Projects
• O&M Services
• Utility Services
• Cable & Equipment Testing
• Design and consultancy
Key Customer Segments Served
• State Transmission and Distribution Utilities: Rajesh Power provides turnkey EPC and consultancy services to
state power entities in Gujarat, including GETCO (transmission utility) and DISCOMs such as UGVCL, PGVCL,
MGVCL, and DGVCL.
• Private Power Utilities and Industrial Clients: The company also collaborates with private-sector power utilities
and industrial organizations. Services include execution of EHV infrastructure projects (transmission lines,
substations), operations & maintenance, cable testing and fault-location, transformer retrofits, and engineering
design all up to 220 kV scale.
Key Strengths
• Industry Experience: Over 50 years of presence in the power transmission and distribution sector, executing
228projects across HV/EHV domains.
• End-to-End EPC Capabilities: Single-point responsibility for design, procurement, construction, testing, and
commissioning of turnkey projects up to 220 kV.
• Strong Client Relationships: Established partnerships with key Gujarat utilities such as GETCO and multiple
DISCOMs, built through consistent delivery and trust.
• Advanced Technical Tools: Use of equipment like mobile SebaKMT fault-locator systems and cable winch
machinery for efficient field service and loss reduction.
Viviana Power Tech Limited
Company Overview:
Viviana Power Tech Limited was founded in 2014 by directors Nikesh Choksi and Richi Choksi to provide turnkey EPC
(Engineering, Procurement & Construction) solutions in power transmission, distribution, and industrial projects. Within
five years, the company completed approximately 40 contracts worth over INR 40 crore and had ongoing work valuing
more than INR 35 crore, encompassing projects such as ±500 kV HVDC systems, 400/220/132/66/33 kV transmission
lines and substations for both government utilities and industrial clients. Its scope includes supply, erection, testing and
commissioning of all types of electrical systems, supported by a dedicated workforce and partnerships aimed at meeting
project timelines and customer expectations.
Product & Service Offerings
• Power Transmission lines
• EHV Substations
• Power Distribution Network Establishment
• Underground Cable Laying
• Modification & Upgradation of Existing Systems
Key Customer Segments Served
• State Government Power Utilities
• Private Power Entities
• Renewable Energy Developers
Key Strengths
• Founding Vision & Leadership: Established to meet client needs in power transmission, distribution, and industrial
EPC domains with focus and direction from its founders.
• Project Experience & Scale: Completed around 40 projects worth over INR 40 crore within five years, with an
ongoing order book of approximately INR 35 crore spanning ±500 kV HVDC systems and up to
400/220/132/66/33 kV transmission lines and substations for government and private utilities.
• Turnkey EPC Delivery: Offers end-to-end services covering supply, erection, testing, and commissioning of
various electrical systems, ensuring full lifecycle support.
• Dedicated Workforce & Partnerships: Supported by a committed team, strategic alliances, and internal
capabilities aimed at delivering consistent outcomes.
2296. Advait Energy Transitions Limited
Company Overview:
Advait Energy Transitions Limited, founded in 2010 and headquartered in Ahmedabad, Gujarat, provides end-to-end
EPC services and manufacturing for power transmission, substation, and telecommunication infrastructure. Its product
range includes stringing tools, OPGW fiber-optic conductors, Aluminum-Clad Steel (ACS) cables, Emergency
Restoration Systems (ERS), insulators, and related components, complemented by live-line installation capabilities and
turnkey project execution across these domains. In 2023, the company diversified into renewable energy technologies,
adding hydrogen electrolyser and fuel cell manufacturing, green hydrogen project EPC, and sustainability advisory
services including decarbonization consulting and carbon credit solutions while supporting India’s energy transition
goals.
Product & Service Offerings
Stringing Tools & Accessories, OPGW Cables (Optical Ground Wire), ACS (Aluminium-Clad Steel) Conductors,
Emergency Restoration Systems (ERS), Live-Line OPGW Installation Services, Turnkey EPC for Power & Telecom
Infrastructure, Green Hydrogen & Electrolyser Solutions, Battery Energy Storage Systems (BESS).
Key Customer Segments Served
• Power Sector
• Transmission Industry
• Telecommunications Sector
• Green Energy / Renewable Sector
Key Strengths
• Comprehensive Product & EPC Integration: Combines manufacturing of critical transmission components such
as stringing tools, OPGW, ACS conductors, ERS systems, and insulators with turnkey execution of power
transmission, substation, and telecom infrastructure projects.
• Green Energy & Vertical Integration: Expanded into green hydrogen and clean energy technologies by
manufacturing hydrogen electrolysers, launching fuel cell and BESS solutions, along with EPC services for hydrogen
infrastructure.
• Carbon & Sustainability Advisory Services: Provides end-to-end carbon credit management, decarbonization
strategy consulting, and support for IRECs and global emission standards such as CDM, VERRA, and Gold Standard.
Company Profiling
Om Power Transmission Limited is a Gujarat based Power Transmission and Substation engineering, procurement and
construction (“EPC”) company with extensive experience in delivering high-voltage (“HV”) and extra-high voltage
(“EHV”) transmission line projects and substations. The company has a track record of more than 14 (Fourteen) years in
providing comprehensive solutions in the energy sector, on a turnkey basis for transmission lines, underground cabling,
substations, and comprehensive operation and maintenance services. The company has provided EPC services for
transmission lines ranging from 11 kilovolts (“kV”) to 400 kilovolts (“kV”) and has also undertaken EPC services in
relation to substations up to 220kV. Since its inception in 2011, the company has executed over 100 transmission and
underground cable line and substation projects, covering more than 1,000 circuit kilometers (“CKM”) of transmission
lines and 11 substations, encompassing design, engineering, supply, erection, installation, testing, commissioning,
obtaining right-of-way (ROW) permissions, and securing all statutory approvals. It received recognition as "Best EPC
Company" in 2015–17 at Gujarat Energy Transmission Corporation’s Vendor Conference, reflecting its growing
reputation within regional transmission circles.
Product & Service Offerings
230➢ Transmission Lines: In last three financial years, the company has successfully designed, engineered, and
constructed more than 400 CKM of transmission lines spanning voltage levels from 11 kV to 400 kV. The company
operates as EPC service provider in the power transmission segment. Transmission lines play a pivotal role in the
electricity supply chain as they enable the efficient transfer of bulk power from generation sources, which are often
located in remote areas, to substations situated closer to end-users. By operating at high voltages, they minimize
energy losses during long-distance transmission, ensuring reliable and cost-effective delivery of electricity. They
also provide grid stability by interconnecting different regions, allowing power to be balanced and rerouted in case
of shortages or faults. Further, transmission lines are critical for integrating renewable energy projects such as solar
and wind, which are typically set up in geographically isolated locations, into the main grid.
➢ Underground Cable Projects: The company undertakes underground cabling projects for high tension (“HT”) and
low tension (“LT”) power systems, providing comprehensive services such as trenching, cable laying, jointing, and
termination. Underground Cable Projects is part of transmission infrastructure and are implemented where overhead
transmission lines are not feasible due to space constraints or safety concerns. They ensure safe, reliable, and
uninterrupted power supply by reducing exposure to environmental factors, minimizing right-of-way issues, and
lowering the risk of outages caused by storms, high winds, or other external impacts.
➢ Substations: The company provides end-to-end services for substation projects, encompassing design, supply,
erection, testing, commissioning, and civil works for both conventional and renewable energy evacuation
substations. It has extensive experience delivering substation EPC solutions ranging from 66 kV to 220 kV.
Additionally, they are licensed contractor by GETCO, authorized to execute high-voltage substations up to 220 kV.
Under Substation EPC Projects, they provides end-to-end EPC services for commissioning of Substation including
Feeder Bay and Capacitor Bay work.
➢ Operation and Maintenance: Om Power Transmission Limited. delivers comprehensive operation and
maintenance (O&M) services for substations up to 220 kV and transmission lines, backed by a team of skilled
maintenance engineers and proprietary testing equipment. Currently, they have 134 substations under their
maintenance, including active contracts for a 132 kV substation and a GIS substation. The company has maintained
GETCO substations since 2014, showcasing their ability to support large-scale utilities reliably. They also ensures
continuous asset availability and system reliability through preventive and corrective maintenance practices and
timely inspections.
Key Customer Segments Served:
➢ Power Utilities & Grid Operators: OPTL undertake large-scale transmission and substation EPC projects for
government authorities and state-level utilities, including entities like GETCO and other state electricity boards
➢ Renewable Energy Developers & Solar Park Operators: The company deliver infrastructure services including
220 kV substation EPC projects for renewable energy clients such as K P Energy Limited, aligning with its capability
to integrate renewable power into grid networks.
➢ Industrial & Corporate Users: OPTL executes dedicated transmission lines and substations for industrial clients
such as their 66 kV EPC work demonstrating work with manufacturing and corporate energy consumers.
➢ Transportation & Infrastructure Projects: The firm has contributed to infrastructure initiatives like the Bullet
Train project by NHSRCL, handling complex transmission-line relocations and switching tasks around rail corridors.
➢ Operation & Maintenance (O&M) Clients: OPTL provides long-term O&M services for substations (up to
220 kV) and transmission line systems, supporting both utilities and private clients through maintenance contracts.
Key Strengths
➢ Extensive EPC Experience (Up to 400 kV): With over two decades in operation, OPTL has successfully executed
transmission-line projects up to 400 kV, accumulating more than 1,000 circuit-km of 66 kV, 800 km of 220 kV, and
200 km of 400 kV lines. Their robust EPC capability extends across both transmission and substation domains.
➢ Quality-Centric Approach: OPTL follows rigorous quality control protocols including field quality plans, detailed
checklists for civil works, erection, and pre-commissioning, as well as comprehensive testing procedures for
electrical equipment to ensure precision and reliability.
231➢ Timely Delivery Record: Numerous projects have been completed ahead of schedule, such as a 66 kV line (18 km)
in 4 months for One of the customer engaged in automobile industry and a 220 kV line (83 km) ahead of time for
GETCO.
➢ Complex Engineering & Special Projects: They have demonstrated capability in executing specialized
transmission structures like 36 QD type towers having height of 76.00 meters, each weighing 98.00 MT for 400 kV
applications, including challenging crossover of HVDC lines.
➢ Operations & Maintenance Expertise: OPTL provides long-term O&M services for up to 220 kV substations,
maintaining around 134 substations as of August 31, 2025.
➢ Certified Standards & Compliance: The company holds ISO 9001:2015 and ISO 14001:2015 certifications, along
with OHSAS 18001:2007, underscoring its commitment to quality, environmental responsibility, and safety.
232Notable Projects
Name of Project Brief Description Image
400KV S/C transmission The 17.315 km 400 kV transmission line project, completed in just 11 months for a
network for evacuation of public sector entity engaged in the renewable energy sector in the Kutch region of
150MW & 100MW (total Gujarat, showcase our project and engineering execution. In addition to the line
250MW) solar power from a construction, two 400 kV dwarf towers were erected, designed to facilitate the
solar plant. underneath crossing of a 500 kV HVDC line.
These towers, engineered by one of the suppliers engaged in engineering sector, were
customized to navigate the challenges posed by the existing high-voltage
infrastructure. The project was executed in challenging terrain and environmental
conditions, demonstrating our company’s ability to meet stringent timelines and
overcome technical hurdles while ensuring the reliability and safety of the
transmission network.
Supply, erection testing and The project involved the shifting of various transmission lines at 220 kV and 400 kV
commissioning of shifting of voltages to facilitate the construction of a bullet train project. This was a critical task
various 132KV, 220KV and as the high-speed bullet train route required rerouting of existing transmission lines
400KV transmission lines to avoid interference with the proposed railway alignment. A total of 36 QD type
under Nadiad & Bharuch TR towers having height of 76.00 meters, each weighing 98.00 MT, were successfully
circle on turnkey basis erected as part of the transmission line shifting process. The 400 kV QD-type towers
were specially designed to handle the high voltage capacity and were installed with
precision to ensure minimal disruption to the grid's stability and functionality.
233Name of Project Brief Description Image
Supply, erection, testing & The project involved the supply and erection of the balance work for the 400 KV SC
commissioning of 400KV D/C Mundra-Hadala Line of Interconnection (LILO) to Halvad line using ACSR twin
Mundra – Hadala LILO to moose conductor, covering a length of 44.662 kilometers on a turnkey basis.
Halvad line with ACSR twin
moose conductor on turnkey The project was successfully completed and commissioned on November 25, 2021.
basis. The work included supply, erection, testing, and commissioning of transmission line
components under a contract awarded by the state-owned transmission utility from
Gujarat. The project performance to date has been satisfactory with no abnormalities
reported.
234Financial Benchmarking
Om Power Transmission Limited Rajesh Power Services Limited
Sr As at and for the period/year ended As at and for the period/year ended
Particulars Unit
No December March 31, March 31, March 31, December March 31, March 31, March 31,
31, 2025 2025 2024 2023 31, 2025 2025 2024 2023
1. Total Income (₹ in Lakhs) 27,650.19 28,164.77 18,439.45 12,170.73 NA 1,11,466.01 29,506.07 21,117.57
2. Revenue from (₹ in Lakhs) 27,454.28 27,943.51 18,276.16 12,023.63 NA 1,10,743.63 28,496.98 20,717.94
Operations
3. Profit After Tax (₹ in Lakhs) 2,336.80 2,208.48 741.24 623.72 NA 9,336.63 2,601.51 670.28
4. Operating Cash Flows (₹ in Lakhs) (3,738.61) 1,244.61 353.08 1,005.40 NA (1,628.35) (2,538.43) 1,721.87
5. Gross Profit (₹ in Lakhs) 6,452.59 7,020.00 4,526.34 3,390.55 NA 21,302.65 7,750.35 4,261.63
6. Gross Profit Margin (In %) 23.34 24.92 24.55 27.86 NA 19.11 26.27 20.18
7. PAT Margin (In %) 8.45 7.84 4.02 5.12 NA 8.38 8.82 3.17
8. CFO/EBITDA (In Times) (1.09) 0.35 0.24 0.84 NA (0.12) (0.75) 1.23
9. Debt to Equity Ratio (In Times) 0.32 0.26 0.52 0.59 NA 0.21 0.92 1.02
10. Current Ratio (In Times) 1.86 1.81 1.34 1.26 NA 1.58 2.09 1.71
11. EBITDA (₹ in Lakhs) 3,424.45 3,565.60 1,446.63 1,192.94 NA 13,374.68 3,395.59 1,400.84
12. EBITDA Margin (In %) 12.38 12.66 7.85 9.80 NA 12.00 11.51 6.63
13. Return on Equity (In %) 24.28 35.83 15.77 15.18 NA 53.69 36.39 12.08
(RoE)
14. Return on Capital (In %) 26.53 41.76 18.41 15.45 NA 55.46 23.61 11.18
Employed (RoCE)
15. Net Capital Turnover (In Times) 2.62 4.57 4.29 3.11 NA 8.27 2.59 2.29
Ratio
16. Order Book (₹ in Lakhs) 74,460.27 44,168.85 51,560.95 20,989.09 NA 3,62,800 2,35,817 NA
17. Order Inflow (₹ in Lakhs) 56,335.07 21,452.77 49,446.74 10,468.65 NA NA NA NA
18. Number of Projects (In Numbers) 15.00 26.00 11.00 25.00 NA NA NA NA
Completed
19. Number of Projects (In Numbers) 58.00 42.00 48.00 36.00 NA NA NA NA
ongoing
20. Number of Customers (In Numbers) 17.00 24.00 18.00 17.00 NA NA NA NA
21. Book to Bill Ratio (In Times) 2.71 1.58 2.82 1.75 NA 3.28 8.28 NA
22. Project Win Rate (In %) 35.71 40.58 43.75 46.05 NA NA NA NA
Source: All the financial information for listed industry peers mentioned above is on consolidated basis and is sourced from the annual reports as available on website of the company and BSE
and NSE for the Financial Year ending March 31, 2023, March 31, 2024 and March 31, 2025. For Rajesh Power Services Limited, December 31, 2025, financial information is not available
hence, the same has been disclosed as NA.
235Om Power Transmission Limited Advait Energy Transitions Limited
Sr As at and for the period/year ended As at and for the period/year ended
Particulars Unit
No December March 31, March 31, March 31, December March 31, March 31, March 31,
31, 2025 2025 2024 2023 31, 2025 2025 2024 2023
1. Total Income (₹ in Lakhs) 27,650.19 28,164.77 18,439.45 12,170.73 49,563.13 40,646.02 21,172.34 10,593.14
Revenue from (₹ in Lakhs) 27,454.28 27,943.51 18,276.16 12,023.63 48,632.76 39,910.91 20,884.61 10,419.38
2.
Operations
3. Profit After Tax (₹ in Lakhs) 2,336.80 2,208.48 741.24 623.72 3,650.38 3,205.35 2,188.00 843.95
4. Operating Cash Flows (₹ in Lakhs) (3,738.61) 1,244.61 353.08 1,005.40 NA 4,647.38 (936.80) 1,275.47
5. Gross Profit (₹ in Lakhs) 6,452.59 7,020.00 4,526.34 3,390.55 8,834.27 8,902.41 6,289.28 3,080.65
6. Gross Profit Margin (In %) 23.34 24.92 24.55 27.86 17.82 21.90 29.71 29.08
7. PAT Margin (In %) 8.45 7.84 4.02 5.12 7.37 7.89 10.33 7.97
8. CFO/EBITDA (In Times) (1.09) 0.35 0.24 0.84 NA 0.92 (0.26) 0.77
9. Debt to Equity Ratio (In Times) 0.32 0.26 0.52 0.59 NA 0.24 0.72 0.33
10. Current Ratio (In Times) 1.86 1.81 1.34 1.26 NA 1.72 1.29 1.15
11. EBITDA (₹ in Lakhs) 3,424.45 3,565.60 1,446.63 1,192.94 5,522.02 5,056.34 3,614.76 1,658.00
12. EBITDA Margin (In %) 12.38 12.66 7.85 9.80 11.14 12.44 17.07 15.65
Return on Equity (In %) 24.28 35.83 15.77 15.18 NA 23.71 36.69 20.43
13.
(RoE)
Return on Capital (In %) 26.53 41.76 18.41 15.45 NA 25.38 35.50 24.14
14.
Employed (RoCE)
Net Capital Turnover (In Times) 2.62 4.57 4.29 3.11 NA 3.06 4.35 7.73
15.
Ratio
16. Order Book (₹ in Lakhs) 74,460.27 44,168.85 51,560.95 20,989.09 1,04,800.00 50,380.00 20,470.00 16,200.00
17. Order Inflow (₹ in Lakhs) 56,335.07 21,452.77 49,446.74 10,468.65 NA N A N A N A
Number of Projects (In Numbers) 15.00 26.00 11.00 25.00 NA NA NA NA
18.
Completed
Number of Projects (In Numbers) 58.00 42.00 48.00 36.00 NA NA NA NA
19.
ongoing
20. Number of Customers (In Numbers) 17.00 24.00 18.00 17.00 NA NA NA NA
21. Book to Bill Ratio (In Times) 2.71 1.58 2.82 1.75 2.15 1.26 0.98 1.55
22. Project Win Rate (In %) 35.71 40.58 43.75 46.05 NA NA NA NA
Source: All the financial information for listed industry peers mentioned above is on consolidated basis and is sourced from the annual reports as available on website of the company and BSE
and NSE for the nine-months period ended December 31, 2025 and for the Financial Year ending March 31, 2023, March 31, 2024 and March 31, 2025. Some of the operational metrics which
are not available in the public domain are disclosed as NA
236Om Power Transmission Limited Viviana Power Tech Limited
Sr As at and for the period/year ended As at and for the period/year ended
Particulars Unit
No December March 31, March 31, March 31, December March 31, March 31, March 31,
31, 2025 2025 2024 2023 31, 2025 2025 2024 2023
1. Total Income (₹ in Lakhs) 27,650.19 28,164.77 18,439.45 12,170.73 20,984.28 21,959.29 6,580.19 3,625.01
Revenue from (₹ in Lakhs) 27,454.28 27,943.51 18,276.16 12,023.63 20,849.81 21,896.15 6,552.91 3,615.17
2.
Operations
3. Profit After Tax (₹ in Lakhs) 2,336.80 2,208.48 741.24 623.72 1,710.68 2,068.52 654.61 300.88
4. Operating Cash Flows (₹ in Lakhs) (3,738.61) 1,244.61 353.08 1,005.40 (296.11) (1,411.38) (295.90) (1,145.56)
5. Gross Profit (₹ in Lakhs) 6,452.59 7,020.00 4,526.34 3,390.55 10,024.43 8,372.83 3,198.44 2,574.42
6. Gross Profit Margin (In %) 23.34 24.92 24.55 27.86 47.77 38.13 48.61 71.02
7. PAT Margin (In %) 8.45 7.84 4.02 5.12 8.15 9.42 9.95 8.30
8. CFO/EBITDA (In Times) (1.09) 0.35 0.24 0.84 (0.09) (0.44) (0.26) (2.22)
9. Debt to Equity Ratio (In Times) 0.32 0.26 0.52 0.59 0.93 0.86 0.68 0.56
10. Current Ratio (In Times) 1.86 1.81 1.34 1.26 0.99 1.01 1.42 1.87
11. EBITDA (₹ in Lakhs) 3,424.45 3,565.60 1,446.63 1,192.94 3,169.16 3,218.22 1,158.22 516.07
12. EBITDA Margin (In %) 12.38 12.66 7.85 9.80 15.10 14.66 17.60 14.24
Return on Equity (In %) 24.28 35.83 15.77 15.18 25.18 49.15 30.85 24.33
13.
(RoE)
Return on Capital (In %) 26.53 41.76 18.41 15.45 24.89 42.84 32.88 24.05
14.
Employed (RoCE)
Net Capital Turnover (In Times) 2.62 4.57 4.29 3.11 4.13 6.55 2.86 2.90
15.
Ratio
16. Order Book (₹ in Lakhs) 74,460.27 44,168.85 51,560.95 20,989.09 NA N A N A N A
17. Order Inflow (₹ in Lakhs) 56,335.07 21,452.77 49,446.74 10,468.65 NA N A N A N A
Number of Projects (In Numbers) 15.00 26.00 11.00 25.00 NA NA NA NA
18.
Completed
Number of Projects (In Numbers) 58.00 42.00 48.00 36.00 NA NA NA NA
19.
ongoing
20. Number of Customers (In Numbers) 17.00 24.00 18.00 17.00 NA NA NA NA
21. Book to Bill Ratio (In Times) 2.71 1.58 2.82 1.75 NA NA NA NA
22. Project Win Rate (In %) 35.71 40.58 43.75 46.05 NA NA NA NA
Source: All the financial information for listed industry peers mentioned above is on consolidated basis and is sourced from the annual reports as available on website of the company and BSE
and NSE for the nine-months period ended December 31, 2025 and for the Financial Year ending March 31, 2023, March 31, 2024 and March 31, 2025. Some of the operational metrics which
are not available in the public domain are disclosed as NA.
237Sr Metric
Unit Formula
No.
1. Total Income (₹ in Lakhs) Sum of revenue from operations and other income.
2. Revenue from Operations (₹ in Lakhs) Sum of revenue from customers and other operating income.
3. Profit After Tax (₹ in Lakhs) Profit for the year as appearing in the profit and loss statement.
4. Operating Cash Flows (₹ in Lakhs) Operating Cash flows is Cash flow from operations from cash
flow statements.
5. Gross Profit (₹ in Lakhs) Gross profit is calculated by deducting the cost of material
consumed, project related expenses and other direct expenses
from the revenue from operations.
6. Gross Profit Margin (In %) Gross Profit Margin is calculated by dividing gross profit by total
income and multiplying by 100
7. PAT Margin (In %) PAT Margin (%) is determined by dividing the profit for the year
by total income and multiplying by 100.
8. CFO/EBITDA (In Times) Cash flow from operation divided by EBITDA
9. Debt to Equity Ratio (In Times) This is defined as total debt divided by total equity. Total debt is
the sum of total current & non-current borrowings; total equity
means sum of equity share capital and other equity
10. Current Ratio (In Times) Current Ratio is calculated by total current assets divided by total
current liabilities (excluding short term borrowings).
11. EBITDA (₹ in Lakhs) EBITDA is calculated as profit before tax plus Finance Costs,
Depreciation and amortization expense less other income.
12. EBITDA Margin (In %) EBITDA Margin (%) is computed by dividing EBITDA by total
income and multiplying by 100
13. Return on Equity (RoE) (In %) Return on Equity (%) is calculated by dividing profit after tax
(PAT) by average shareholder fund and multiplying by 100.
14. Return on Capital (In %) ROCE is calculated as operating EBIT as a percentage of capital
Employed (RoCE) employed. EBIT is calculated as Restated profit before tax plus
Finance Costs reduced by other income. Capital employed is the
sum of tangible net worth plus net debt, where tangible net worth
is calculated as total equity minus goodwill, intangible assets,
and deferred tax assets, plus deferred tax liabilities.
15. Net Capital Turnover (In Times) Net capital turnover ratio is calculated by dividing net sales by
Ratio average working capital. Net sales are total sales minus sales
returns, and working capital is calculated as current assets minus
current liabilities (excluding short-term borrowings).
16. Order Book (₹ in Lakhs) Order Book refers to the total value of all confirmed and
unexecuted orders (excluding GST) that a company has on hand
at a given point in time.
17. Order Inflow (₹ in Lakhs) Order Inflow refers to the total value of new work orders that a
company secures during a specific period.
18. Number of Projects (In Numbers) This metric refers to the total count of projects that have been
Completed fully completed in respective period/fiscal.
19. Number of Projects (In Numbers) Number of Ongoing Projects represents the total projects that are
ongoing active and not yet completed during a specific period/fiscal. It is
calculated by counting all projects in execution, excluding those
closed or fully delivered.
20. Number of Customers (In Numbers) Number of Customers represents total number of unique
customers served in respective period/fiscal.
21. Book to Bill Ratio (In Times) The book-to-bill ratio is the ratio of the outstanding order book
as at the end of relevant period/fiscal to the restated revenue from
operations for the relevant period/fiscal.
22. Project Win Rate (In %) The project win rate (%) is the percentage of number of bids
awared as compared to total numbers of bid made in respective
period/Fiscal. The number of bids made and awarded includes
only those bids for which results have been declared. Further, the
number of bids has been computed from the beginning of the
relevant fiscal/period.
238OUR BUSINESS
Unless the context otherwise requires, references in this section to “our Company”, “we”, “us”, or “our” refer to Om
Power Transmission Limited. 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. You should read the section
entitled “Forward-Looking Statements” on page 21 for a discussion of the risks and uncertainties related to those
statements and also the sections entitled “Risk Factors”, “Industry Overview”, “Summary of Financial Information”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 22, 155, 76
and 377, respectively, as well as financial and other information contained in this Prospectus as a whole, 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 or fiscal year commences on April 1 and ends on March 31 of the subsequent year. Accordingly,
references to a “Fiscal” or “fiscal year” are to the 12-month period ended March 31 of the relevant year. Unless
otherwise stated or the context otherwise requires, the financial information included in this section is based on our
Restated Financial Information included in this Prospectus. For further information, see “Summary of Financial
Information” on page 76. Also see, “Definitions and Abbreviations” on page 1 for certain terms used in this section.
We have also included various operational and financial performance indicators in this Prospectus, some of which have
not been derived from our Restated Financial Information. The manner of calculation and presentation of some of the
operational and financial performance indicators, and the assumptions and estimates used in such calculation, may vary
from that used by other companies in India and other jurisdictions.
Further, names of certain customers have not been included in this Prospectus either because relevant consents for
disclosure of their names were not available or in order to preserve confidentiality.
Unless otherwise indicated, the industry-related information contained in this section is derived from a report titled
“Report on EPC in Power Transmission Infrastructure” dated February 25, 2026, prepared by Dun & Bradstreet, 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 in connection with the Offer (the “D&B Report”). The D&B Report relied
upon is not an extract, and while certain excerpts of the D&B Report may have been re-ordered by us for the purposes
of presentation, no portion of the D&B Report containing information material to or bearing any material impact on
investors’ decision-making has been modified, omitted or excluded from this Prospectus. Unless otherwise indicated, all
financial, operational, industry and other related information derived from the D&B Report and included herein with
respect to any particular year, refers to such information for the relevant calendar year. Copy of the D&B Report is
available on the website of our Company at www.ompowertransmission.com. For further information, see “Risk Factors
- This Prospectus contains information from industry sources including the industry report commissioned by our
Company from Dun & Bradstreet, and reliance on such information for making an investment decision in the Offer is
subject to certain inherent risks.” on page 60. Also see, “Certain Conventions, Currency of Presentation, Use of
Financial Information and Market Data – Industry and Market Data” and “Definitions and Abbreviations” on pages 18
and 1, respectively.
Overview
We are a power transmission infrastructure engineering, procurement, and construction (“EPC”) company with over 14
years of experience. Our expertise lies in the execution of high-voltage (“HV”) and extra-high voltage (“EHV”)
transmission lines, substations and underground cabling projects delivered on a turnkey basis, encompassing design,
engineering, supply, erection, installation, testing, commissioning, and comprehensive operation and maintenance
(“O&M”) services. Since commencement of our operations in 2011 in the State of Gujarat, we have commissioned
transmission lines, substations and underground cables, covering in aggregate over 1,000 circuit kilometers (“CKM”) of
transmission lines and 11 substations respectively. Our EPC capabilities extend to transmission lines ranging from 11
kilovolts (“kV”) to 400 kV and substations up to 220 kV.
During the nine months period ended December 31, 2025 and the last three Fiscals, we have completed EPC works
aggregating to more than 500 CKM of transmission lines, and underground cables, and 4 substations. As of December
31, 2025, our unexecuted Order Book comprised 58 projects amounting to ₹ 74,460.27 lakhs, including 51 EPC projects
and 7 O&M contracts. As of December 31, 2025, we were operating and maintaining 124 substations. While our business
has historically been concentrated in the State of Gujarat, we have recently expanded operations to the States of Rajasthan
and Punjab along with union territory of Dadra and Nagar Haveli and Daman and Diu, having secured EPC project
awards in these states and union territory.
In recognition of our execution capabilities and reliability, we received recognition as ”Best EPC Company”
consecutively for two financials years i.e. 2015–17 at Gujarat Energy Transmission Corporation’s (“GETCO”) Vendor
239Conference, reflecting our growing reputation within regional transmission utility.
Our operations are underpinned by a strong focus on quality, safety, and environmental management. We are certified
under ISO 9001:2015 (Quality Management), ISO 45001:2018 (Occupational Health & Safety Management), and ISO
14001:2015 (Environmental Management). Additionally, our technical credentials are endorsed by the “AA Class”
certification from GETCO, authorizing us to undertake erection of transmission lines and towers up to 400 kV and
substations up to 220 kV.
Our operational growth has been reflected in our strong financial performance, with our revenue from operations
increasing from ₹ 12,023.63 lakhs in Fiscal 2023 to ₹ 27,943.51 lakhs in Fiscal 2025, representing a CAGR of 52.45%.
Our profit for the year grew from ₹ 623.72 lakhs in Fiscal 2023 to ₹ 2,208.48 lakhs in Fiscal 2025, representing a CAGR
of 88.17%. For the Nine months ended December 31, 2025 and for the Fiscal 2025, 2024, 2023, our EBITDA margins
were 12.38%, 12.66%, 7.85%, and 9.80%, respectively, while our net profit margins were 8.45%, 7.84%, 4.02%, and
5.12% and, respectively. During nine-months period ended December 31, 2025, our Revenue from operations, Profit
after taxes and EBITDA was ₹ 27,454.28 lakhs, ₹ 2,336.80 lakhs and ₹ 3,424.45 lakhs, respectively.
Our journey
A brief journey of our milestones is delineated below:
For further details, see “History and Certain Corporate Matters - Major events and milestones of our Company &
Awards, accreditations and recognitions received by our Company” on page 272.
Our business verticals
Transmission Line EPC Projects:
We operate as an EPC service provider in the power transmission infrastructure segment, where transmission lines play
a pivotal role in the electricity supply chain. Transmission lines enable the efficient transfer of bulk power from generation
sources, which are often located in remote areas, to substations situated closer to end-users. (Source: D&B Report.) By
operating at high voltages, they minimize energy losses during long-distance transmission, ensuring reliable and cost-
effective delivery of electricity. They also provide grid stability by interconnecting different regions, allowing power to
be balanced and rerouted in case of shortages or faults. Further, transmission lines are critical for integrating renewable
energy projects such as solar and wind, which are typically set up in geographically isolated locations, into the main grid.
(Source: D&B Report.)
In transmission line EPC projects, client contracts typically distinguish between the supply and service portions. The
supply portion includes procurement and supply of towers, conductors and hardwares of conductors, optical fibre cable,
and stringing accessories, sourced from approved third-party vendors, with adherence to prescribed quality standards and
technical specifications for the relevant voltage class. The service portion covers detailed route survey, design,
engineering, site preparation including excavation, tower foundation, backfilling and levelling, erection of towers,
stringing of conductors, testing, commissioning, and obtaining statutory approvals.
We are also responsible for complying with all contractual obligations, applicable laws, and permits, including
rectification of damage or loss during execution, tower foundation and undertaking superintendence activities to plan,
arrange, direct, manage, inspect, and test project works. In the case of government projects, responsibility for statutory
240approvals typically lies with the concerned authority, whereas in private sector projects, such responsibility rests with us.
During the nine months period ended December 31, 2025 and last three Fiscals, we have successfully designed,
engineered, and constructed more than 440 CKM of transmission lines across voltage levels ranging from 11 kV to 400
kV. As of December 31, 2025, our Order Book for transmission line EPC projects comprised 30 projects with an
aggregate value of ₹ 51,889.43 lakhs.
Substation EPC Projects:
Our Company provides end-to-end services for substation projects, encompassing design, supply, erection, testing,
commissioning, and civil works for both conventional and renewable energy evacuation substations. We have also
executed Air Insulated Substation (“AIS”) and Gas Insulated Substation (“GIS”) along with SCADA monitoring system
as per the requirements of our customers. AIS and GIS refer to types of substations classified based on the switchgear
technology employed. In AIS, all components are insulated using air at atmospheric pressure while in GIS, major
equipment and conductors are insulated with sulphur hexafluoride (SF) gas instead of air. The use of SF gas allows
equipment to be placed closer together, resulting in a significant reduction in space requirements. The SCADA
(Supervisory Control and Data Acquisition) system is an advanced monitoring and control technology that enables remote
supervision and operation of substations. It collects real-time data, including voltage, current, power factor, frequency,
and equipment status from field devices. This capability allows operators to efficiently monitor, analyze, and control
substation operations from a centralized control room, thereby enhancing reliability, safety, and operational efficiency.
We have extensive experience delivering substation EPC solutions ranging from 66 kV to 220 kV. We are also accredited
as a licensed contractor with a state transmission utility in Gujarat, authorizing us to execute high-voltage substations up
to 220 kV.
During the nine months period ended December 31, 2025 and the last three Fiscals, we have successfully completed more
than 17 substation EPC projects (including feeder bay projects). As of December 31, 2025, our Order Book for substation
EPC projects comprised 13 projects with an aggregate value of ₹ 16,920.70 lakhs.
Underground Cable Projects:
We undertake underground cabling projects for high voltage (“HV”) and extra high voltage (“EHV”) power systems,
providing comprehensive services such as trenching, cable laying, jointing, and termination. Underground Cable Projects
is part of transmission infrastructure and are implemented where overhead transmission lines are not feasible due to space
constraints or safety concerns. They ensure safe, reliable, and uninterrupted power supply by reducing exposure to
environmental factors, minimizing right-of-way issues, and lowering the risk of outages caused by storms, high winds,
or other external impacts. (Source: D&B Report.)
During the nine months period ended December 31, 2025 and the last three Fiscals, we have successfully completed more
than 70 CKM underground cabling projects. As of December 31, 2025, our Order Book for underground cabling projects
comprised 8 projects with an aggregate value of ₹ 2,909.51 lakhs.
Operation and Maintenance Services:
We provide long-term operation and maintenance (O&M) services for substations and transmission lines, ensuring
continuous availability and reliability of assets. Additionally, we have an in-house testing team equipped with specialised
equipment allows us to conduct essential quality and performance tests across various stages. Our scope includes
corrective preventive actions, daily, routine, and periodical condition based maintenance, round the clock monitoring of
system, real time data logging, and safe and secure operation of equipment and up keeping of premises as per Central
Board of Irrigation and Power (“CBIP”) standard norms and Original Equipment Manufacturer (“OEM”) guidelines.
As of December 31, 2025, our Order Book for Operation and Maintenance comprised 7 projects with an aggregate value
of ₹ 2,740.63 lakhs. As of December 31, 2025 the number of customers of the Company under each O&M business
vertical as mentioned below:
Particulars As on December 31, 2025
Number of Customers for O&M under Substation 3
Number of Customers for O&M under Transmission Line 2
Total number of customers for O&M* 4
*As one customer is common to both Operations and Maintenance (“O&M”) services relating to Substations and Transmission Lines,
the aggregate number of distinct customers for O&M services is four (4).
241The table below sets forth our revenue contribution and such revenue as percentage of revenue from operations from
each of our business verticals for the Fiscals and period indicated:
Nine months period
ended December 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Revenue from
% of % of % of % of
operations by
Amount revenue Amount revenue Amount revenu Amount revenu
service offering
(in ₹ from (in ₹ from (in ₹ e from (in ₹ e from
lakhs) operatio lakhs) operati lakhs) operati lakhs) operati
ns ons ons ons
Transmission
12,293.33 44.78 14,465.63 51.77 10,727.20 58.70 7,272.00 60.48
Lines EPC projects
Substation EPC
5,727.50 20.86 2,324.76 8.32 1,353.61 7.41 1,394.27 11.60
projects
Underground
7,108.13 25.89 7,955.63 28.47 3,147.91 17.22 1,281.60 10.66
Cabling projects
Operation and
Maintenance 2,316.69 8.44 3,129.62 11.20 2,986.57 16.34 2,069.41 17.21
services
Other Operating
8.63 0.03 67.87 0.24 60.87 0.33 6.35 0.05
revenue*
Total 27,454.28 100.00 27,943.51 100.00 18,276.16 100.00 12,023.63 100.00
*Other operating revenue consists of revenue from the sale of scrap material.
Our client base
Our client base comprises (i) public sector undertakings such as state utilities; and (ii) private clients such as renewable
energy developers, corporate and industrial clients, and infrastructure operators. Our major clients include:
• Power Utilities & Grid Operators: We undertake large-scale transmission and substation EPC projects for
government authorities and state-level utilities, including entities like GETCO and other state electricity boards
(Source: D&B Report).
• Renewable Energy Developers & Solar Park Operators: We deliver infrastructure services including 220 kV
substation EPC projects for renewable energy clients such as K P Energy Limited, aligning with its capability to
integrate renewable power into grid networks (Source: D&B Report).
• Industrial & Corporate Users: We execute dedicated transmission lines and substations for industrial clients such
as their 66 kV EPC work demonstrating work with manufacturing and corporate energy consumers. (Source: D&B
Report).
• Transportation & Infrastructure Projects: We have contributed to infrastructure initiatives like the Bullet Train
project handling complex transmission-line relocations and switching tasks around rail corridors. (Source: D&B
Report).
• Operation & Maintenance Clients: We provides long-term O&M services for substations (up to 220 kV) and
transmission line systems, supporting both utilities and private clients through maintenance contracts (Source: D&B
Report).
The table below sets out details of the contribution to our Order Book and revenue from operations by our customer
category, as of the dates mentioned:
Nine months period
As at the end of Fiscal As at the end of Fiscal As at the end of Fiscal
ended December 31,
2025 2024 2023
Category 2025
of % of % of % of % of
Amount Amount Amount Amount
customers Order Order Order Order
(in ₹ (in ₹ (in ₹ (in ₹
Book Book Book Book
lakhs) lakhs) lakhs) lakhs)
value value value value
Public 62,350.54 83.74 37,195.05 84.21 45,105.72 87.48 13,804.38 65.77
sector
242Nine months period
As at the end of Fiscal As at the end of Fiscal As at the end of Fiscal
ended December 31,
2025 2024 2023
Category 2025
of % of % of % of % of
Amount Amount Amount Amount
customers Order Order Order Order
(in ₹ (in ₹ (in ₹ (in ₹
Book Book Book Book
lakhs) lakhs) lakhs) lakhs)
value value value value
undertaking
s (1)
Private 12,109.73 16.26 6,973.80 15.79 6,455.23 12.52 7,184.71 34.23
sector
Total 74,460.27 100.00 44,168.85 100.00 51,560.95 100.00 20,989.09 100.00
(1) Comprises state utilities and government entities.
Nine months period
ended December 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
Category 2025
of % of % of % of % of
customer Amount Revenue Amount Revenue Amount Revenue Amount Revenue
s (in ₹ from (in ₹ from (in ₹ from (in ₹ from
lakhs) Operatio lakhs) Operatio lakhs) Operatio lakhs) Operatio
ns ns ns ns
Public 23,965.75 87.29 20,936.51 74.92 10,398.84 56.90 7,145.88 59.43
sector
undertaki
ngs (1)
Private 3,488.53 12.71 7,007.00 25.08 7,877.32 43.10 4,877.75 40.57
sector
Total 27,454.28 100.00 27,943.51 100.00 18,276.16 100.00 12,023.63 100.00
(1) Comprises state utilities and government entities
Our diverse client base underscores our ability to execute complex and large-scale projects across varied segments of the
power sector. We believe that our established relationships with reputed clients and repeat business opportunities position
us well to further expand our operations and sustain long-term growth.
Key projects
Details of our key ongoing and completed projects are set forth below:
Ongoing Projects
The table below sets forth the details of our top 10 ongoing projects (including awarded projects that are yet to commence)
in terms of outstanding Order Book, as of December 31, 2025:
[remainder of the page has been intentionally left blank]
243Outstanding
Estimated
amount as on
Sr. calendar Business
Project description State December 31, Awarding Entity
No. year of Vertical
2025
completion
(in ₹ lakhs)*
Supply, Erection, Testing & Commissioning of 400kV D/C Vataman Gujarat 13,959.48 2027 GETCO Transmission
1.
Dholera 2-line Package 2 on turnkey basis. Line EPC
Supply of Plant Contract & Installation Services for execution of Punjab 8,844.89 2027
Public Sector Transmission
2. 66KV Transmission Infrastructure on Full Turnkey Basis in the state
Undertaking Line EPC
of Punjab.
Supply, Erection, Testing, and commissioning of 220kV & 66kV Gujarat 4,933.05 2027 GETCO
3. equipment’s & materials on Turnkey basis including civil works for Substation EPC
220kV Gadhsisa AIS Substation.
Supply, Erection, Testing & Commissioning of 400kV D/C Vataman Gujarat 4,458.33 2027 GETCO Transmission
4.
Dholera 2-line Package 3 on turnkey basis. Line EPC
Supply, Erection, Testing & Commissioning of LILO of both circuits Gujarat 3,908.63 2026 GETCO Transmission
5. of 400kV D/C Mundra - Zerda line at 400kV Shivlakha Substation Line EPC
on turnkey basis
Construction Of 220/132kV, 1x200 MVA Substation at Lamba Jatan Rajasthan 3,361.06 2027 Public Sector Substation EPC
(Upgradation) (Distt. Nagaur) along with Associated Bay Work Undertaking
6. Including Survey, Supply of all Equipment’s/Materials, Erection
(Including Civil Works), Testing and Commissioning (Turnkey
Project)
Shifting of Electrical Utilities of various Village Panchayat Roads in Dadra & 3,338.34 2026 Public Sector Transmission
Dadra & Nagar Haveli. Nagar Haveli Undertaking Line EPC
7.
& Daman and
Diu
Supply of material and Civil, Installation & Commissioning of Gujarat 3,129.86 2026 Private Sector Transmission
8. 220kV D/C Vadavi Transmission Line (40KM) on EPC basis Client engaged in Line EPC
Power Sector
Supply, Erection, Testing & Commissioning of 220 kV & 66KV Gujarat 2,770.99 2026 GETCO Substation EPC
9. Equipment & material on Turnkey basis including civil works for
220KV Kudiyana (Olpad) AIS Substation
Supply of Material and Service for 220 kV Transmission Line ETC Gujarat 2,623.39 2026 Private Sector Transmission
10. work for 300MW Solar Power Project, Bhuj, Gujarat Client engaged in Line EPC
Renewable Sector
*Outstaning value as of December 31, 2025, excluding GST
Note: The Project awarded in the State of Rajasthan has been awarded to our Joint Venture with “Amarbhaw Power Private Limited”.
244Completed Projects
The details of Top 10 Completed projects (including awarded projects) for the nine months period ended December 31, 2025 and for Fiscal 2025, 2024 and 2023 is provided
below:
Sr Project description State Total contract Calendar Awarding Business
No value year of Entity Vertical
(in ₹ lakhs)* completion
1. Supply, Erection, Testing and commissioning of 220kV D/C Line from Vav Gujarat 5,719.12 2024 Private Sector Transmission
Substation to Bay Entity engaged Line EPC
in Textile
Sector
2. Supply, Erection, testing and commissioning of Shifting of various 220kV and Gujarat 4,285.24 2022 GETCO Transmission
above Transmission Lines under Bharuch TR Circle on turnkey basis Line EPC
3. Construction of 66kv D/C Tower Line with ACSR Panther Conductor. Gujarat 3,490.00 2025 Private Sector Transmission
Entity engaged Line EPC
in Natural Gas
Sector
4. Development of Distribution Infrastructure works for loss reduction and Gujarat 2,364.34 2025 UGVCL Under Ground
modernization as well as augmentation at Banaskantha district under UGVCL- Cable Laying
RDSS Project
5. Supply & Erection work of LILO of 220KV S/C Lalpar-Sartanpar line at 220KV Gujarat 2,210.40 2023 GETCO Transmission
Wankaner S/S - 18.500KM on 220KV M/C tower with ACSR zebra conductor on Line EPC
turnkey basis
6. Supply and Erection work of 220KV D/C Radhanesda ‐ Vav (Khimanvas PGCIL) Gujarat 2,087.96 2022 GETCO Transmission
line ‐35.54 Km with AL‐59 (61/3.50) conductor. Line EPC
7. Supply, Erection, Testing and commissioning of 220KV & 66kV equipment, & Gujarat 1,979.55 2025 GETCO Substation
materials on EPC basis excluding civil works for 220KV Shelavadar (Talaja) EPC Project
Substation.
8. Design, Supply, Erection, Installation, Commissioning, Obtaining ROW Gujarat 1,957.51 2025 Private Sector Transmission
Permission, and all requisite approvals for successful commissioning of 66 kV Entity engaged Line EPC
Transmission Line network as per route survey and 66 kV Remote Terminal Bay at in Renewable
Thawar Substation, Gujarat as per agree scope. Energy Sector
9. Shifting work of 400KV D/C Navsari ‐ Magarwada and 400KV S/C Sugen Vapi. Gujarat 1,838.26 2025 Private Sector Transmission
Entity engaged Line EPC
inInfrastructure
Sector
10. Supply, Erection, Testing and commissioning of 220KV & 66kV equipment, & Gujarat 1,747.89 2023 GETCO Substation
materials on EPC basis excluding civil works for 220KV Virpore (Vyara) EPC Project
Substation to be operated from 220KV Acchalia S/S
* The Contract value represents the initial order value received from the respective company.
245Key Performance Indicators
Details of KPIs for the nine months period ended December 31 2025 and for Fiscals 2025, 2024 and 2023:
As at and for the period/fiscal ended
Sr
Particulars Unit December
No Fiscal 2025 Fiscal 2024 Fiscal 2023
31, 2025*
GAAP Measures
1. Total Income(1) (in ₹ Lakhs) 27,650.19 28,164.77 18,439.45 12,170.73
2. Revenue from (in ₹ Lakhs) 27,454.28
27,943.51 18,276.16 12,023.63
Operations(2)
3. Profit After Tax(3) (in ₹ Lakhs) 2,336.80 2,208.48 741.24 623.72
4. Operating Cash Flows(4) (in ₹ Lakhs) (3,738.61) 1,244.61 353.08 1,005.40
Non - GAAP Measures
5. Gross Profit(5) (in ₹ Lakhs) 6,452.59 7,020.00 4,526.34 3,390.55
6. Gross Profit Margin(6) (In %) 23.34 24.92 24.55 27.86
7. PAT Margin(7) (In %) 8.45 7.84 4.02 5.12
8. CFO/EBITDA(8) (In Times) (1.09) 0.35 0.24 0.84
9. Debt to Equity Ratio(9) (In Times) 0.32 0.26 0.52 0.59
10. Current Ratio(10) (In Times) 1.86 1.81 1.34 1.26
11. EBITDA(11) (in ₹ Lakhs) 3,424.45 3,565.60 1,446.63 1,192.94
12. EBITDA Margin(12) (In %) 12.38 12.66 7.85 9.80
13. Return on Equity (RoE)(13) (In %) 24.28 35.83 15.77 15.18
14. Return on Capital 26.53 41.76 18.41 15.45
(In %)
Employed (RoCE)(14)
15. Net Capital Turnover
(In Times) 2.62 4.57 4.29 3.11
Ratio
(15)
Operational Metrics
16. Order Book(16) (in ₹ Lakhs) 74,460.27 44,168.85 51,560.95 20,989.09
17. Order Inflow(17) (in ₹ Lakhs) 56,335.07 21,452.77 49,446.74 10,468.65
18. Number of Projects
(In Numbers) 15 26 11 25
Completed
(18)
19. Number projects
(In Numbers) 58 42 48 36
ongoing(19)
20. Number of Customers(20) (In Numbers) 17 24 18 17
21. Book to Bill Ratio(21) (In Times) 2.71 1.58 2.82 1.75
22. Project Win Rate(22) (In %) 35.71 40.58 43.75 46.05
*Not Annualised
As certified by O.M.M.S & Associates, Chartered Accountants, Statutory Auditors pursuant to their certificate dated April 04, 2026.
The method of computation of above KPIs is set out below:
Sr.
Metric Unit Formula
No.
1. Total Income (₹ in Lakhs) Sum of revenue from operations and other income as derived
from Restated Financial Information.
2. Revenue from (₹ in Lakhs) Sum of revenue from customers and other operating income as
Operations derived from Restated Financial Information.
3. Profit After Tax (₹ in Lakhs) Restated profit for the year as per Restated Financial
Statements.
4. Operating Cash Flows (₹ in Lakhs) Operating Cash flows is Cash flow from operations as derived
from Restated Financial Information.
5. Gross Profit (₹ in Lakhs) Gross profit is calculated by deducting the cost of material
consumed & project related expenses from the restated revenue
from operations.
6. Gross Profit Margin (In %) Gross Profit Margin is calculated by dividing gross profit by
total income and multiplying by 100
7. PAT Margin (In %) PAT Margin (%) is determined by dividing the restated profit
for the year by total income and multiplying by 100.
8. CFO/EBITDA (In Times) Cash flow from operation divided by EBITDA
246Sr.
Metric Unit Formula
No.
9. Debt to Equity Ratio (In Times) This is computed as total debt divided by total equity. Total
debt is the sum of total current & non-current borrowings; total
equity is the sum of equity share capital and other equity
10. Current Ratio (In Times) Current Ratio is calculated by total current assets divided by
total current liabilities.
11. EBITDA (₹ in Lakhs) EBITDA is calculated as Restated profit before share of
profit/(loss) tax plus Finance Costs, Depreciation and
amortization expense less other income.
12. EBITDA Margin (In %) EBITDA Margin (%) is computed by dividing EBITDA by
total income and multiplying by 100
13. Return on Equity (RoE) (In %) Return on Equity (%) is calculated by dividing profit after tax
(PAT) by average total equity and multiplying by 100.
14. Return on Capital (In %) Return on Capital Employed (%) is calculated as earning
Employed (RoCE) before interest and tax (EBIT) / Capital Employed. EBIT is
calculated as Restated profit before share of profit/(loss) tax
plus Finance Costs as reduced by other income and Capital
employed is the sum of tangible net worth plus net debt, where
tangible net worth is calculated as total equity minus goodwill,
intangible assets, and deferred tax assets, plus deferred tax
liabilities.
15. Net Capital Turnover (In Times) Net capital turnover ratio is calculated by dividing net sales by
Ratio average working capital. Net sales are total sales minus sales
returns, and working capital is calculated as current assets
minus current liabilities (excluding short-term borrowings).
16. Order Book (₹ in Lakhs) Order Book refers to the total value of all confirmed and
unexecuted orders (excluding GST) that a company has on
hand at a given point in time.
17. Order Inflow (₹ in Lakhs) Order Inflow refers to the total value of new work orders that
a company secures during a specific period.
18. Number of Projects (In Numbers) This metric refers to the total count of projects that have been
Completed fully completed and delivered within a specified time frame
19. Number of Projects (In Numbers) Number of Ongoing Projects represents the total projects that
ongoing are active and not yet completed during a specific period. It is
calculated by counting all projects in execution, excluding
those closed or fully delivered.
20. Number of Customers (In Numbers) Number of Customers represents total number of unique
customers served in respective period.
21. Book to Bill Ratio (In Times) The book-to-bill ratio is the ratio of the outstanding order book
as at the end of relevant period/fiscal to the restated revenue
from operations for the relevant period/fiscal.
22. Project Win Rate (In %) The project win rate (%) is the percentage of projects
successfully secured out of the total number of project
opportunities pursued.
For any further details of our KPIs, see “Management’s Discussion and Analysis of Financial Position and Results of
Operations – Key Performance Indicators” on page 381.
Our Strengths:
We have the following competitive strengths:
Track record of execution capabilities and timely completion of projects
We have over 14 years of experience as a Gujarat-based power transmission infrastructure EPC company, with
demonstrated capabilities in delivering high-voltage (“HV”) and extra-high voltage (“EHV”) transmission lines,
substations and underground cabling projects. Our expertise covers the complete EPC value chain including design,
engineering, procurement, supply, construction, installation, and commissioning of transmission lines ranging from 11
kV to 400 kV, as well as substation projects ranging from 66 kV to 220 kV.
The tables below set out details of circuit kilometers of transmission line erected and number of substations built during
247the Fiscals and period indicated:
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Number of circuit
kilometers of
31.78 78.09 40.88 130.12
transmission line erected
(220 kV and above)
Number of circuit
kilometers of
14.95 49.45 71.43 23.43
transmission line erected
(Less than 220 kV)
Number of Substations
Nil 2 1 1
built
Out of a total of 440.12 CKM of transmission lines erected in the nine months period ended December 31, 2025 and the
last three Fiscals, more than 63.82% were of 220 kV or higher voltage class, reflecting our ability to successfully execute
large and complex projects in the extra-high voltage (“EHV”) segment. We have demonstrated capabilities in executing
specialized transmission structures like 36 QD type towers having height of 76.00 meters, each weighing 98.00 MT for
400 kV applications, including challenging crossover of HVDC lines. (Source: D&B Report).
Our execution record demonstrates our ability to leverage design expertise, engineering capabilities, and robust internal
systems to achieve timely completion. A key differentiator has been our skilled workforce and management’s active
involvement in project execution, which enables effective problem-solving, quick decision-making, and optimal resource
allocation. This hands-on approach has reduced delays and improved overall efficiency, allowing us to deliver projects
in a consistent and reliable manner.
Our ability to deliver projects within schedule is further supported by standardized processes, efficient resource
allocation, and continuous improvement in project execution methodologies. We strategically maintain inventories,
equipment and machinery close to project sites to ensure better utilization and productivity. Numerous projects have been
completed ahead of schedule, such as a 66 kV line (18 km) in 4 months for one of the customer engaged in automobile
industry and a 220 kV line (83 km) ahead of time for GETCO. (Source: D&B Report) In the nine months period ended
December 31, 2025 and Fiscals 2025, 2024 and 2023, we have completed a total of 15, 26, 11 and 25 projects
consecutively. The following table provides details of some our milestone projects executed by our Company:
400KV S/C The 17.315 km 400 kV transmission line
transmission project, completed in just 11 months for a
network for public sector entity engaged in the renewable
evacuation of energy sector in the Kutch region of Gujarat,
150MW & 100MW showcase our project and engineering
(total 250MW) execution. In addition to the line
solar power from a construction, two 400 kV dwarf towers were
solar plant. erected, designed to facilitate the underneath
crossing of a 500 kV HVDC line.
These towers, engineered by one of the
suppliers engaged in engineering sector,
were customized to navigate the challenges
posed by the existing high-voltage
infrastructure. The project was executed in
challenging terrain and environmental
conditions, demonstrating our company’s
ability to meet stringent timelines and
overcome technical hurdles while ensuring
the reliability and safety of the transmission
network.
248Supply, erection The project involved the shifting of various
testing and transmission lines at 220 kV and 400 kV
commissioning of voltages to facilitate the construction of a
shifting of various bullet train project. This was a critical task as
132KV, 220KV and the high-speed bullet train route required
400KV rerouting of existing transmission lines to
transmission lines avoid interference with the proposed railway
under Nadiad & alignment. A total of 36 QD type towers
Bharuch TR circle having height of 76.00 meters, each
on turnkey basis weighing 98.00 MT, were successfully
erected as part of the transmission line
shifting process. The 400 kV QD-type
towers were specially designed to handle the
high voltage capacity and were installed with
precision to ensure minimal disruption to the
grid's stability and functionality.
Supply, erection, The project involved the supply and erection
testing & of the balance work for the 400 KV SC
commissioning of Mundra-Hadala Line of Interconnection
400KV D/C (LILO) to Halvad line using ACSR twin
Mundra – Hadala moose conductor, covering a length of
LILO to Halvad 44.662 kilometers on a turnkey basis.
line with ACSR
twin moose The project was successfully completed and
conductor on commissioned on November 25, 2021. The
turnkey basis. work included supply, erection, testing, and
commissioning of transmission line
components under a contract awarded by the
state-owned transmission utility from
Gujarat. The project performance to date has
been satisfactory with no abnormalities
reported.
(Source: D&B Report)
The projects executed by us demonstrate our ability to manage and complete transmission line and substation projects
across multiple voltage classes and locations, indicating continuity in operations, capacity to handle diverse project
requirements, and consistent execution within the power transmission infrastructure sector.
Strong Order Book across business verticals
In the industry which we operate, order book is considered as an indicator of future performance since it represents a
committed portion of anticipated future revenue (Source: D&B Report).
Our Order Book and our Book to Bill ratio, for the Fiscals and period indicated, is as below:
As at the nine
months period As at the end of As at the end of As at the end of
Particulars
ended December 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Order Book
74,460.27 44,168.85 51,560.95 20,989.09
(₹ in lakhs)
Book to Bill Ratio
2.71 1.58 2.82 1.75
(in times)
* Order Book refers to the total value of all confirmed and unexecuted orders (excluding GST) that a company has on hand at a given
point in time.
^The book-to-bill ratio is the ratio of the outstanding order book as at the end of relevant period/fiscal to the restated revenue from
operations for the relevant period/fiscal.
As of December 31, 2025, our Order Book consisted of 58 projects aggregating to ₹ 74,460.27 lakhs. The growth of our
Order Book over the nine months period ended December 31, 2025 and the last three Fiscals has contributed to the scale-
up of our operations and provided revenue visibility. The consistent growth in our Order Book is a result of our execution
track record, our focus on maintaining quality standards in our construction and project execution skills. Until Fiscal
2025, our projects were executed entirely within the State of Gujarat, where we have built a strong track record. In line
249with our strategy to diversify geographically, we have recently forayed into other states, having secured an EPC contract
for transmission lines in the State of Punjab and a substation EPC project in the State of Rajasthan. Further, recently we
have secured Transmission EPC project in the Union Territory of Dadra & Nagar Haveli & Daman and Diu. Diversifying
our Order Book across different geographical regions, enables us to pursue a broader range of project tenders and
therefore maximize our business volume and profit margins.
Our Order Book is diversified across business verticals. Transmission line EPC projects constitute the largest share,
followed by substation EPC projects, underground cabling, and operation and maintenance projects. The table below sets
out details of our Order Book by business verticals for the periods/Fiscals indicated:
Nine months period Fiscal 2025 Fiscal 2024 Fiscal 2023
ended December 31,
2025
Business Amount % of Amount % of Amount % of Amount % of
Vertical of Order total of Order total of Order total of Order total
Book Order Book Order Book Order Book Order
(in ₹ Book (in ₹ Book (in ₹ Book (in ₹ Book
lakhs) lakhs) lakhs) lakhs)
Transmissi
on Line
51,889.43 69.69 21,076.10 47.72 27,059.13 52.48 9,729.64 46.36
EPC
Project
Substation
EPC 16,920.70 22.72 14,022.44 31.75 5,045.21 9.78 890.05 4.24
Project
Under
Ground 2,909.51 3.91 4,205.30 9.52 11,461.98 22.23 2,075.10 9.89
Cabling
Operation
and
2,740.63 3.68 4,865.01 11.01 7,994.63 15.51 8,294.30 39.52
Maintenan
ce
Total 74,460.27 100.00 44,168.85 100.00 51,560.95 100.00 20,989.09 100.00
The table below provides a geographical split of our Order Book, as of December 31, 2025, and for the financial year
ended March 31, 2025, 2024 and 2023:
Nine months period
ended December31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Name of Amount % of Amount % of Amount % of Amount % of
State of Order total of Order total of Order total of Order total
Book Order Book Order Book Order Book Order
(in ₹ Book (in ₹ Book (in ₹ Book (in ₹ Book
lakhs) lakhs) lakhs) lakhs)
Gujarat 58,915.98 79.13 44,168.85 100.00 51,560.95 100.00 20,989.09 100.00
Rajasthan 3,361.06 4.51 - - - - - -
Punjab 8,844.89 11.88 - - - - - -
Dadra &
Nagar
Haveli & 3,338.34 4.48 - - - - - -
Daman
and Diu
Total 74,460.27 100.00 44,168.85 100.00 51,560.95 100.00 20,989.09 100.00
Set forth below are details of our Order Book, classified by customer segment, as of December 31, 2025 and Fiscals
2025, 2024 and 2023:
250Nine months period
ended December31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Type of Amount % of Amount % of Amount % of Amount % of
Client of Order total of Order total of Order total of Order total
Book Order Book Order Book Order Book Order
(₹ in Book (₹ in Book (₹ in Book (₹ in Book
lakhs) lakhs) lakhs) lakhs)
Public Sector
Undertakings 62,350.54 83.74 37,195.05 84.21 45,105.72 87.48 13,804.38 65.77
(1)
Private
12,109.73 16.26 6,973.80 15.79 6,455.23 12.52 7,184.71 34.23
customers
Total 74,460.27 100.00 44,168.85 100.00 51,560.95 100.00 20,989.09 100.00
(1) Comprises state utilities and government entities
Our Order Book demonstrates our operational efficiency, execution capabilities, and track record. We believe that the
size and growth of our Order Book not only provide visibility of revenues for near future and also position us to scale
our operations in line with the growing opportunities in the power transmission infrastructure and distribution sector.
Strong and consistent financial performance
The significant growth of our business in the last three Fiscals has contributed considerably to our financial strength. Our
revenue from operations increasing from ₹12,023.63 lakhs in Fiscal 2023 to ₹ 27,943.51 lakhs in Fiscal 2025,
representing a CAGR of 52.45%. Our profit for the year increased from ₹623.72 lakhs in Fiscal 2023 to ₹2,208.48 lakhs
in Fiscal 2025, representing a CAGR of 88.17%. For the Nine months ended December 31, 2025 and for the Fiscal 2025,
2024, 2023, our EBITDA margins were 12.38%, 12.66%, 7.85%, and 9.80%, respectively, while our net profit margins
were 8.45%, 7.84%, 4.02%, and 5.12% and, respectively. During nine-months period ended December 31, 2025, our
Revenue from operations, Profit after taxes and EBITDA was ₹ 27,454.28 lakhs, ₹ 2,336.80 lakhs and ₹ 3,424.45 lakhs,
respectively.
Further, on account of efficient utilisation of resources, effective control over operational expenses, asset light model, we
have been able to generate RoCE of 26.53%, 41.76%, 18.41% and 15.45% and RoE of 24.28%, 35.83%, 15.77% and
15.18%, for the nine months period ended December 31, 2025 and Fiscals 2025, 2024 and 2023, respectively. We strive
to maintain our financial position with emphasis on having a strong balance sheet. Our financial performance over the
past three Fiscals has strengthened our ability to bid for and execute larger and more complex projects in the future. For
further details, see “- Key Performance Indicators” on page 246.
Our financial position enables us to obtain bank guarantees on competitive terms. Additionally, our Company has
received the following credit ratings:
Agency Instrument Rating
CRISIL Ratings Limited (Fiscal Debt Instruments/Facilities – Long term Crisil BBB/Stable (Upgraded from
2026) 'Crisil BBB- / Stable')
Debt Instruments/Facilities – Short term Crisil A3+ (Upgraded from 'Crisil A3 ')
CRISIL Ratings Limited (2025) Debt Instruments/Facilities – Long term Crisil BBB-/Stable (Upgraded from
'Crisil BB+/Stable')
Debt Instruments/Facilities – Short term Crisil A3 (Upgraded from 'Crisil A4+')
CRISIL Ratings Limited (2024) Debt Instruments/Facilities – Long term CRISIL BB+/Stable (Reaffirmed)
Debt Instruments/Facilities – Short term CRISIL A4+ (Reaffirmed)
CRISIL Ratings Limited (2023) Debt Instruments/Facilities – Long term CRISIL BB+/Stable (Assigned)
Debt Instruments/Facilities – Short term CRISIL A4+ (Assigned)
Experienced Promoters and Senior Management team, having domain knowledge
Our Company has achieved significant growth and strong financial performance under the leadership and guidance of
our Promoters, who bring deep domain expertise and extensive experience in the power transmission infrastructure sector.
Kalpesh Dhanjibhai Patel, our Chairman and Executive Director, and Kanubhai Patel, our Managing Director, are the
Promoters and founding members of our Company who have been on the Board since its incorporation. Together, they
251bring over 31 years of experience each in electronic products and power transmission infrastructure, including extensive
work as electrical contractors for government and private projects involving the development, operation, and maintenance
of transmission lines, substations, and underground cabling. Additionally, Kanubhai Patel was awarded the “Outstanding
Achievement Award for Business Excellence” in 2017 by the All-India Achievers Foundation.
Vasantkumar Narayanbhai Patel, our Whole-time Director and Promoter, holds a bachelor’s degree in mechanical
engineering and brings over 14 years of experience in the development, operation, and maintenance of transmission lines,
substations, and underground cable laying. He is also one of our founding members and has been on our Board since
incorporation.
Our Key Management team, including Chetan Bharatkumar Modi (CFO), and Hardikkumar Jitendrabhai Patel (Company
Secretary and Compliance Officer), along with our Senior Management, Arvindkumar Ambalal Patel (Vice President –
Project & Substation), Bipinkumar Govindlal Patel (Vice President – Operation & Maintenance), and Jayesh Rameshbhai
Patel (General Manager – Finance), complement our Promoters with expertise in finance, compliance, operations, and
project execution. For further details in relation to our Promoters, Key Managerial Personnel and Senior Management,
see “Our Promoters and Promoter Group” and “Our Management” on pages 297 and 278, respectively. Their industry
experience enables us to anticipate market trends, grow our operations, and leverage our customer relationships.
Leveraging the technical knowledge, operational experience, and industry relationships of our Promoters and Senior
Management, we are well-positioned to execute complex power transmission infrastructure projects and drive sustained
growth in the sector.
Our Strategies
Strengthen our presence by expanding our geographical footprint
Since incorporation in 2011, our operations have been primarily concentrated in the State of Gujarat, where we have
successfully executed various transmission and substation projects. In the nine-months period ended December 31, 2025
and the last three Fiscals alone, we have completed more than 75 projects in the State of Gujarat.
India's power generation and transmission sectors are projected to expand 2.2 times, reaching USD 280 billion between
FY24 and FY30. The country's total power generation capacity is expected to increase from 442 GW in FY24 to 673 GW
by FY30. Renewable energy capacity is also set to expand, with annual capacity additions projected to increase 3.5 times
between FY24 and FY27 compared to FY 10-20, aligning with India's target of achieving 500 GW of renewable energy
by 2030 (Source: D&B Report).
Accordingly, to reduce geographical concentration and capture emerging opportunities, we have recently expanded into
two new states. In the State of Rajasthan, we received our first letter of award from a state-owned utility company in
Rajasthan for the complete EPC execution of a substation valued at ₹ 3,361.06 lakhs. In the State of Punjab, we secured
our first letter of award from a state-owned utility company in Punjab for the EPC of a 66 kV transmission line valued at
₹ 8,844.89 lakhs. Recently, we have secured an EPC project for shifting of various transmission line in the Union
Territory of Dadra & Nagar Haveli & Daman and Diu valued at ₹ 3,338.34 lakhs.
Ultra-high voltage lines are increasingly being deployed under Renewable Energy Corridors to connect large solar and
wind clusters in resource-rich states such as Rajasthan, Gujarat, Tamil Nadu, and Karnataka. EHV lines facilitate bulk
evacuation of renewable power, ensuring it can be delivered to load centres hundreds of kilometres away without
significant losses. (Source: D&B Report).
We intend to continue exploring opportunities across other States in India, leveraging growth trends in the power
transmission infrastructure. Our strategy is to gradually diversify our project portfolio across multiple geographies,
thereby broadening our revenue base and mitigating risks associated with over-reliance on any single region. Further, we
recognize that diversification across geographies not only enables us to pursue a wider pool of tenders but also provides
resilience against project-specific or state-specific risks. Supported by the expertise of our Promoters, execution
capabilities, and financial strength, we believe this strategy will enable us to capitalize on opportunities in the Indian
power sector, strengthen our presence, and achieve sustainable growth over the long term.
Continue to focus on increasing operational efficiency and cost management in relation to execution of our projects
Our Company intends to strengthen its competitive position by increasing our operational efficiency and adopting cost
management methods in relation to execution of turn-key EPC services for transmission line and substations. In the
industry in which we operate, timely completion of project along with quality assurance and cost competitiveness are
critical success factors. Accordingly, we intend to optimize our project execution process through enhanced planning,
monitoring and risk management, ensuring that projects are delivered within stipulated timelines and budgets. The
following table provides details of projects completed and ongoing, along with instances of contract fulfilment and
252performance guarantees, for the nine months period ended December 31, 2025 and Fiscals 2025, 2024 and 2023:
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Number of Projects Completed 15 26 11 25
Number of Projects Ongoing 58 42 48 36
Instances of non-fulfilment of
- - - -
contracts
Performance guarantee held
- - - -
back
Our Company has a successful track record of completing a substantial number of our projects within the timelines agreed
with our customers, including, where applicable, timelines that were revised and approved by the customers. We place
strong focus on the quick and efficient mobilisation of our equipment and machinery, allowing us to start work on-site
without delay. This reduces downtime, keeps project schedules on track, and helps us control costs. The table below sets
out the details of projects completed as per the timelines stipulated in the respective letters of award or extension letters
issued by the relevant customers for the Fiscals and period indicated:
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Total Numbers of Project
15 26 11 25
Completed
Numbers of projects completed
within timeline provided by the
respective customer including 11 20 6 17
time limit extension granted by
the customer
Number of projects completed
beyond the timeline provided by 4 6 5 8
the respective customer
The table below sets out the year-wise number of projects executed by the Company and the aggregate contract value
for each of the Fiscals and period indicated:
Nine-months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Number of Projects Executed 15 26 11 25
Aggregate Contract Value (in ₹ lakhs) 15,434.65 16,916.55 5,445.30 12,055.53
Note: Aggregate Contract value represents only contract value of the projects completed in respective fiscal/period along with any
amendment order/price variation received after receipt of original order.
Building on this approach, we intend to continue enhancing our execution processes to achieve timely and cost-effective
delivery of transmission line and substation projects.
Capitalizing on power transmission and distribution demand by bidding for large-scale, high-value projects across
India
During the nine months period ended December 31, 2025 and the last three Fiscals, we have completed EPC works
aggregating to more than 440 CKM of transmission lines, over 70 CKM of underground cabling, and 4 substations. As
of December 31, 2025, our unexecuted Order Book comprised 58 projects amounting to ₹ 74,460.27 lakhs, including 51
EPC projects and 7 O&M contracts. As of December 31, 2025, we were operating and maintaining 124 substations. We
have demonstrated capabilities in executing specialized transmission structures like 36 QD type towers having height of
76.00 meters, each weighing 98.00 MT for 400 kV applications, including challenging crossover of HVDC lines. (Source:
D&B Report)
Building on this track record, we intend to continue targeting projects of higher scale and complexity across India,
253particularly those where pre-qualification credentials, execution experience, and financial strength act as entry barriers.
Our eligibility to bid for transmission line projects up to 400 kV, supported by our “AA” class accreditations with a state
power transmission utility in Gujarat, reflects our proven technical competence in EHV execution. This accreditation,
combined with our ISO-certified processes, positions us favorably in qualifying for larger-value projects with
demonstrated technical and financial capabilities.
The following table sets forth the number of projects bid for, number of projects awarded, amount of bids awarded along
with the project win ratio in the period indicated:
Nine months period
Particulars ended December 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Number of Projects Bid
42 69 64 76
for^
Number of Projects
15 28 28 35
Awarded
Amount of Bids
Awarded^ 56,335.07 21,452.77 49,446.74 10,468.65
(in ₹ lakhs)
Project Win Rate (in %) 35.71 40.58 43.75 46.05
^ The number of bids made and awarded includes only those bids for which results have been declared. Further, the number of bids
has been computed from the beginning of the relevant fiscal/period.
* The value of projects awarded has been computed based on the receipt of the letter of award/purchase order during the respective
period/fiscal year and is presented exclusive of GST.
Gujarat is one of the leading state in Transmission Infrastructure with addition of 3,428 CKM of transmission lines and
108 substations during 2023-2024. It also has strong solar and wind potential, especially in regions like Kutch and
Saurashtra. The state hosts significant REZs and hybrid renewable energy parks. It is actively developing transmission
corridors to evacuate power from these zones efficiently. Gujarat is also investing in offshore wind energy development
along its coastline. Its proactive policies and ease of land availability have made it a preferred RE destination. (Source:
D&B Report).
In light of these favourable tailwinds, operations have historically been concentrated in Gujarat, we have recently
diversified our footprint by securing contracts in Punjab and Rajasthan. We intend to continue expanding our presence
across other States to capture opportunities arising from increased investments in transmission infrastructure, renewable
energy and power evacuation, and modernization of grid systems.
India's Power Transmission & Distribution (T&D) infrastructure is expected to grow, supported by government initiatives
and increasing electricity demand (Source: D&B Report). The government plans to add approximately 17,500 ckm of
transmission lines and 80,000 MVA of transformation capacity annually over the next three years (Source: D&B Report).
We intend to leverage these sectoral growth drivers by selectively pursuing projects that align with our execution
expertise.
In line with our growth strategy, we propose to deploy a portion of the Net Proceeds towards funding our long-term
working capital requirements, which will enhance our financial capacity to submit requisite bid deposits, performance
guarantees, and project-specific mobilization advances, thereby enabling us to pursue and execute high-value projects
more efficiently. We also intend to utilise a portion of the Net Proceeds towards purchase of machinery and equipment
to be used for project execution which will help in various function of our existing business verticals such as stringing of
transmission lines, fault detection in underground cables, ease in transportation, loading and unloading of material and
better utilisation of resources. For further details, see “Objects of the Offer” on page 112. Through these investments, we
intend to leverage industry growth trends and scale our business operations in order to strengthen our position as a reliable
EPC player for complex and large-scale power sector projects.
Our business and operations
Our Bidding Process
Identifying Tenders
We regularly keep note of potential tenders to identify projects that could be of interest to us. Further, we conduct detailed
research to identify upcoming government tenders and private projects in target states, focusing on sectors like
254transmission line, sub-stations, underground cable and operation and maintenance of substations. In case of private
customers, initial consultation and assessment is conducted thorough discussions to understand the client’s requirements.
For government customers, we continuously monitor relevant government portals and websites to identify upcoming
tenders under our business verticals. These portals serve as the primary source for tracking new government project
opportunities.
Further, we assess the project scope, budget, timelines and review any design preferences, compliance standards, or
unique requirements the client may have. If a project is of interest, we evaluate our credentials considering the eligibility
criteria specified for the project. We endeavour to qualify on our own for projects that are of interest. In the event we do
not qualify due to eligibility requirements, we may seek to form project-specific joint ventures with qualified contractors
with relevant experience.
Tendering Process:
Upon completion of the pre-qualification stage for a particular bid, we do a detailed analysis in relation to the scope of
work, construction method, equipment required and estimates of project materials. This analysis is prepared by the
tendering team along with the project team and shared with the management along with a risk pricing plan and a risk
mitigation plan. In case the risk associated with a project is beyond the limits set out in our risk review guidelines, these
materials are also shared with top management and key management persons to allow them to make a risk-informed
decision while approving the final bid. We also estimate other indirect costs which may be involved in execution of the
projects (such as our employees’ salaries, rent, and equipment hire charges).
We try to ensure that our pricing for projects is not only competitive but also reflective of the true value we provide.
Before we bid for a project, our tendering department prepares cost estimates for the entire project, including direct costs
(such as costs relating to construction materials, equipment and sub-contracting), indirect costs (such as employees’
salaries) and finance costs (such as insurance and bank guarantee costs). After arriving at the total cost for the project,
the entire costing exercise is reviewed by the key management team.
Award of tender:
Once our Company is pre-qualified and the tender is awarded, we are typically invited by the customer for further
negotiations on the terms and pricing of the contract. During this stage, our team engages in detailed discussions to align
on the scope of work, timelines, commercial terms, and any project-specific considerations. These negotiations are crucial
in ensuring mutual clarity and agreement on key deliverables and responsibilities. Upon successful conclusion of these
negotiations, the customer issues a letter of award (LOA) to the Company, formally confirming the award of the contract
and enabling us to initiate mobilization and execution planning for the project.
Planning, Execution and Closure
Planning
• Site visit – Our project execution team will conduct a pre-bid site visit to evaluate the project location from a
topographical and geological perspective and analyze aspects such as land contours, soil conditions. Further, in terms
of accessibility, the transport routes are assessed by the project execution team for transport of material and
equipment delivery. The project execution team further prepares a detailed report with photographs, measurements,
and observations for the design team.
• Pre-start budget – The pre-start budget includes a preliminary budget for the project based on scope and deliverables
which include the estimation of direct costs (material, labour and equipment) and indirect costs (overheads,
insurance, permits and contingencies.). Thereafter, the budget is reviewed by financial and project managers. The
working methodology used by us includes the analysis of past project data and market rates, allocation of resources
and costs for each phase of the project and also includes a contingency buffer for unforeseen expenses.
• Sub-contracting and construction materials - This stage involves the identification and onboarding of subcontractors
for specialized tasks basis their experience, capacity and certificates. Further, material procurement plans for
purchasing high-quality construction material are formulated and delivery schedules are established to prevent
delays. For the purposes of above, we issue tenders or requests for quotations (RFQs), perform quality checks on
materials before procurement and develop a supply chain management plant for continuous availability.
• Project submission – This stage includes the compilation of all necessary documents for projects approval or client
submission, detailed designs, cost estimates, timelines are resource allocation. Thereafter we ensure that our
activities are aligned with government regulations and client requirements. Additionally, we prepare project reports,
255drawings, presentations and conduct internal reviews for accuracy and completeness for forward submission to
stakeholders for approval and feedback.
• Guarantees and insurance – Based on the conditions of the tenders/contracts, we provide bank guarantees and also
avail insurance policies such as worker safety and compensation, equipment damage and third-party liabilities.
Performance or bank guarantees are provided after consultation with legal and financial advisors and insurance
policies are availed after collaboration with insurance providers in order to avail suitable prices.
• Equipment planning – This stage involves the type and quantity of equipment required for the project. Thereafter
considering the project-specific equipment needs, we decide between purchasing or leasing equipment based on cost
effectiveness.
• Manpower planning - This stage involves the calculation of manpower requirements by role and phase (e.g.,
engineers, technicians, labourers). Skilled workers are hired, and tasks are assigned to them. We also conduct training
programs and implement safety protocols. Further, we engage independent contractors through whom we engage
contract labor for our project site operations. Such contract laborers provided by the independent contractors, carry
our variety of functions at our project sites, such as excavation, loading and unloading of supply material, back filling
and levelling.
Execution and Monitoring
• Project-wise budgets – This includes developing a comprehensive financial plan to ensure resource allocation aligns
with project goals and organizational strategy. We create project-wise budgets, assessing past expenditures and
analysing financial trends to estimate budget requirements. Each budget includes provisions for contingencies,
inflation, and market fluctuations. Further, budgets are aligned with project timelines, client requirements, and
resource availability. After securing approval from senior management, funds are allocated to respective departments
or projects, with regular updates and adjustments to reflect changes in project scope or unforeseen challenges.
• Daily and weekly progress review - The objective behind daily and weekly progress review is to monitor short-term
progress to identify and resolve issues promptly. This includes daily site inspections to evaluate work completed
against planned activities daily meetings with site supervisors to address immediate concerns and safety compliance,
weekly reviews with project managers and department heads to analyze cumulative progress and set priorities for
the upcoming week and document observations and actions taken to improve accountability and traceability.
• Monthly progress review: The objective behind monthly progress review is to assess performance during the
project’s intermediate stage. This includes collation of weekly progress reports and summary of key achievements
and bottlenecks, comparison of actual progress with baseline schedules and key performance indicators (KPIs),
analysis of resource utilization, manpower efficiency and material consumption, facilitation of monthly review
meetings involving all stakeholders to discuss progress, challenges, and mitigation plans and updates to project
schedules and communicate adjustments to the team and customers.
• Quarterly progress review: The objective behind quarterly progress review is to evaluate strategic progress and
ensure alignment with organizational goals. This includes a comprehensive review of project milestones achieved
during the quarter, evaluation of financial performance, cost variances, and risk mitigation efforts and preparation
detailed reports summarizing findings and recommendations for strategic decision making.
• Management review: The objective behind management review is to ensure alignment of project execution with
organizational objectives and client satisfaction. This includes organizing bi-annual or quarterly meetings with top
management and presentation of consolidated reports on operational, financial, and compliance aspects of projects.
• Customer feedback: The objective is to gauge customer satisfaction and improve service delivery. We regularly
engage with customers through meetings and also address client concerns and incorporate suggestions into project
plans.
• Material wastage: The objective is to minimize material wastage and reduce costs and environment impact. We
implement stringent inventory control measures and monitor material usage, train workers on efficient material
handling and waste management practices.
Closure
• Project completion report: The project completion report serves as a comprehensive summary of the project from
initiation to completion and includes a progress overview, challenges faced, quality control, health and safety
compliance, financial summary and client feedback
256• Completion certificate: The completion certificate is a formal document issued by the client that certifies the project
has been completed to the agreed-upon standards. It signifies that the project is ready for final review and inspection.
• Defect liability period: Typically, project owners stipulate a defect liability period of one or two years from the date
of the completion certificate. During this time, we are responsible for curing any defects that may arise out of the
quality of construction materials used or workmanship. On completion of the defect liability period, we request our
client to release any performance bonds or retention monies that may be outstanding. The retention money or bank
guarantee is typically 5 – 10% of the contract value.
Quality control and assurance
We adhere to quality standards and hold relevant certifications to ensure a suitable quality in our construction activities.
These certifications are complemented by compliance and audit mechanisms designed to monitor and enforce adherence
to established quality benchmarks across all our business segments. We have implemented quality control and assurance
procedures at various stages of construction, encompassing inspections, testing protocols, and continuous monitoring to
identify and rectify any deviations from our strict quality control standards. Additionally, specialized equipment is
utilized to support these processes. We have a dedicated team of qualified professionals to oversee these activities in
order to ensure that quality standards are maintained throughout the project lifecycle.
Our Company has received various quality certifications including ISO 9001:2015 (Quality Management), ISO
45001:2018 (Occupational Health & Safety Management), and ISO 14001:2015 (Environmental Management)
certifications.
Competition
The power EPC segment faces stiff competition, especially in the 132kV to 400kV range, where both national players
and regional contractors aggressively participate in state and central bidding processes. Tendering norms often include
stringent net worth, solvency, and past experience thresholds, which limit first-time entrants and encourage consortium
or JV-based bidding strategies. LI pricing pressures persist, but players differentiate themselves through safety
compliance, manpower readiness, and ability to mobilize equipment quickly for geographically diverse projects. Our
competitors are Rajesh Power Services Limited, Advait Energy Transitions Limited and Viviana Power Tech Limited
(Source: D&B Report.)
Customers
We have a diverse customer base comprising Public Sector Undertakings (“PSUs”) and private sector clients, all of whom
are engaged in power generation (including renewable energy), transmission and distribution, and civil construction. We
undertake Engineering, Procurement, and Construction (“EPC”) as well as Operation & Maintenance (“O&M”) projects
for these clients.
The following tables set forth the value of our revenue from operations attributable to our top customer and top ten
customers, respectively, in absolute terms and as a percentage of our total revenue from operations as of the Fiscals and
period indicated.
Nine months period
ended December 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars Amount % of % of % of % of
Amount Amount Amount
(in ₹ revenue revenue revenue revenue
(in ₹ (in ₹ (in ₹
lakhs) from from from from
lakhs) lakhs) lakhs)
operation operation operation operation
Revenue from
Operations
19,644.48 71.55 14,085.06 50.41 7,676.24 42.00 5,131.58 42.68
attributable to our
top customer
Revenue from
Operations
26,810.81 97.65 26,736.74 95.68 17,845.91 97.66 11,634.05 96.76
attributable to our
top 10 customers
257The following table sets forth the value of our revenue from operations attributable to our top ten customers for the nine
months period ended December 31, 2025, both in absolute terms and as a percentage of our total revenue from operations:
Nine months period ended December 31, 2025
Name of the Customer
Amount (in ₹ lakhs) % of revenue from Operations
GETCO 19,644.48 71.55
UGVCL 3,034.20 11.05
Customer 3 954.13 3.48
Customer 4 802.15 2.92
Customer 5 651.00 2.37
Customer 6 466.73 1.70
Customer 7 409.32 1.49
Customer 8 300.81 1.10
Customer 9 280.81 1.02
Customer 10 267.18 0.97
The following table sets forth the value of our revenue from operations attributable to our top ten customers for Fiscal
2025, both in absolute terms and as a percentage of our total revenue from operations:
Fiscal 2025
Name of the Customer
Amount (in ₹ lakhs) % of revenue from Operations
GETCO 14,085.06 50.41
UGVCL 5,729.70 20.50
Customer 3 1,785.39 6.39
Customer 4 1,656.14 5.93
Customer 5 789.07 2.82
Customer 6 728.41 2.61
Customer 7 671.83 2.40
Customer 8 579.51 2.07
Customer 9 376.59 1.35
Customer 10 335.04 1.20
The following table sets forth the value of our revenue from operations attributable to our top ten customers for Fiscal
2024, both in absolute terms and as a percentage of our total revenue from operations:
Fiscal 2024
Name of the Customer
Amount (in ₹ lakhs) % of revenue from Operations
GETCO 7,676.24 42.00
Garden Silk Mills Private Limited 4,292.67 23.49
UGVCL 1,453.57 7.95
Customer 4 1,218.57 6.67
Customer 5 1,048.17 5.74
Customer 6 907.65 4.97
Customer 7 685.93 3.75
Customer 8 196.93 1.08
Customer 9 187.78 1.03
Customer 10 178.40 0.98
The following table sets forth the value of our revenue from operations attributable to our top ten customers for Fiscal
2023, both in absolute terms and as a percentage of our total revenue from operations:
Fiscal 2023
Name of the Customer
Amount (in ₹ lakhs) % of revenue from Operations
GETCO 5,131.58 42.68
Customer 2 1,862.33 15.49
Garden Silk Mills Private Limited 1,332.65 11.08
Customer 4 1,292.10 10.75
Customer 5 550.13 4.58
Customer 6 418.63 3.48
Patel Infrastructure Limited 347.27 2.89
Customer 8 274.65 2.28
258Fiscal 2023
Name of the Customer
Amount (in ₹ lakhs) % of revenue from Operations
Customer 9 237.46 1.97
KP Green Engineering Limited 187.25 1.56
Machinery and Equipment
Being an EPC company engaged in power transmission infrastructure, our business operations require extensive use of
various machinery and equipment. Our Company possesses a comprehensive range of machinery and equipment,
including tensioners and pullers, ferranas, hydraulic crimping machines, flories, winch machines, and various trucks and
vehicles for project execution. We also ensure that our machinery and equipment are strategically maintained to facilitate
efficient mobilization. Although we own a significant portion of the machinery and equipment used for project execution,
we also source such machinery and equipment from third-party vendors to meet peak project demands or specialized
requirements.
Name of
Application in Business Operations
Machinery/Equipment
Tensioner and Puller Used primarily for the pulling and stringing of conductors for transmission lines.
Backhoe loaders Used for excavation and earthwork activities at project sites.
Mobile crane Used for loading and unloading of materials at project sites.
Ferrana Crane Used for erection of transmission line towers and installation of equipment in
substations.
Flory Machine Used for civil works associated with transmission line and substation construction.
Hydraulic Crimping Used for jointing and termination of conductors in transmission lines and substations.
Machine
Winch Machine Deployed for tower erection and related lifting operations in transmission line projects.
Trucks and Other Used for transportation of materials, machinery, and equipment to and from project sites.
Vehicles
Testing Equipment Utilized for testing, inspection, and commissioning of substation and transmission line
equipment.
The table below sets forth our expenses in relation to vehicle and equipment hire charges and such expenses as percentage
of total expenses for the Fiscals and period indicated:
Nne months period
ended December 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
% of % of % of % of
Particulars Amoun Amoun Amoun Amoun
revenue revenue revenue revenue
t t t t
from from from from
(in ₹ (in ₹ (in ₹ (in ₹
operation operation operation operation
lakhs) lakhs) lakhs) lakhs)
s s s s
Vehicle
and
Equipme 100.39 0.37 65.88 0.24 54.76 0.30 66.11 0.55
nt Hire
Charges
Utilities and Infrastructure
Our Registered and Corporate Office and project sites are equipped with, or have access to, the requisite utilities such as
electricity, water and sanitation facilities. The water requirements of our Company are met through borewells and local
vendors, and the power requirements are met through supply from the respective state power utilities.
Joint Ventures
Typically, we bid for projects as the sole contractor, assuming full responsibility for the entire project, including the
discretion to select and supervise subcontractors as needed. However, for certain projects that demand additional
expertise, local knowledge, or resources beyond our immediate availability, or where we require technical or financial
expertise of local partner, we form joint ventures or consortiums with other entities in the infrastructure and construction
sector for bidding for such projects.
259The type of joint ventures we engage are project-specific joint ventures established to target and execute certain projects.
We are responsible for project completion. However, each member's scope of work is clearly defined, along with the
corresponding revenue split. For further details of our Joint Venture, see “History and Certain Corporate Matters – Our
Joint Ventures” on page 273.
Major Milestones
The table below sets forth certain key milestones acheived by our Company:
Calendar Year Major Milestones
2014 Received our first order for Operation and maintenance of 52 (Fifty-Two) no. of 66kV class
Substations worth ₹ 2,051.62 lakhs from GETCO.
2015 Our Company commenced execution of EPC contracts for underground cabling works with the
award of a project involving a 66 kV double circuit (D/C) overhead transmission line including
66 kV underground cable of 18.652 RKM in length.
2015 Completed our first completion of Substation (220kV/66kV Voltage Class) on EPC basis at
Sadla, Gujarat.
2016 Registration as Class ‘AA’ contractor by GETCO for Erection of transmission lines and towers
upto 400 kV Voltage Class.
2017 Received recognition from GETCO as “Best EPC company”.
2017 Received recognition from All India Achievers Foundation.
2020 Completed our first transmission line project in 400kV Voltage Class.
2020 Registration as Class ‘AA’ contractor by GETCO for Erection of substations upto 400 kV
Voltage Class.
2025 Awarded our first project in the State of Punjab for the execution of 66 kV transmission
infrastructure works under the Revamped Distribution Sector Scheme., on a full turnkey basis,
for a contract value of ₹ 8,884.89 lakhs.
2025 Awarded our first project in the State of Rajasthan for the construction of a 220/132 kV, 1x200
MVA sub-station at Lamba Jatan, District Nagaur, along with associated bay work, on a turnkey
basis, for a contract value of ₹ 3,361.06 lakhs.
For further details, see “History and Certain Corporate Matters - Major events and milestones of our Company ” on
page 272.
Suppliers and third-party vendors
We supply material required for the execution of our EPC projects at customer’s project site based on scope of work as
decided. Such materials are procured from approved vendors of customers at pre-decided rates as mentioned in the
purchase order issued by our Company. In case, there is any fluctuation in the price of material in the work order and
actual supply, we are entitled to receive the portion of price variation from the customers. As of December 31, 2025, we
source our raw materials from domestic suppliers and third-party vendors only, who are primarily situated in the State of
Gujarat. We depend on these suppliers for supply of towers, conductors and hardwares of conductors, optical fibre cable,
and stringing accessories.
Intellectual Property
As on the date of this Prospectus, we have made various applications for registration of our logo
and in Classes 37, 39, 40, 42 and 9 under the provisions of the Trademarks Act, 1999, as
amended, which are currently pending.
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, natural resource damage, and employee health and employee safety. We believe that accidents and
occupational health hazards can be significantly reduced through a systematic analysis and control of risks by providing
appropriate training to our management and our employees.
We have adopted an employee health 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.
260Repair and Maintenance
We maintain a disciplined maintenance and repair schedule for our equipment and machineries to ensure efficient
utilisation and to reduce the risk of unplanned operational interruptions. We aim to have preventative maintenance
routines to ensure avoiding any type of breakdown or failure of machinery. Our teams are prompt in addressing both
regular maintenance needs and repairs, focusing on the upkeep of our equipment. The table below sets forth our
expenditure towards Repair and Maintenance for the Fiscals and period indicated:
Nine months
period ended Fiscal 2025 Fiscal 2024 Fiscal 2024
Particulars
December 31, 2025 (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
(in ₹ lakhs)
Repairs and maintenance 35.95 37.34 29.96 37.86
Human Resources
Our workforce is a critical factor in maintaining quality and safety which strengthens our competitive position. We are
largely dependent on our highly skilled and technically competent workforce for timely completion of our projects. As
of December 31, 2025, we had 1,164 permanent employees.
The department wise split of our permanent employees as of December 31, 2025, is set forth below:
Departments/Team Number of Employees
Management 3
Finance and Accounts 13
Human Resources 2
EPC Project Operation Team (Transmission, UG Cable and
64
Substation)
Operation and Maintenance* 1,069
Supporting Staff 11
Tendering Department 1
Procurement Department 1
Total 1,164
*Including the in-house testing team.
We seek to maintain a high-performance work culture based on values of development and collaboration. 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. The following table provides our employee benefit cost for the nine months period ended December
31, 2025 and Fiscals 2025, 2024 and 2023:
Nine months period
ended December 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars
Amount % of Amount % of Amount % of Amount % of
(in ₹ total (in ₹ total (in ₹ total (in ₹ total
lakhs) expenses lakhs) expenses lakhs) expenses lakhs) expenses
Employee
Benefit
Expenses
(Including 2,568.06 10.39 3,132.15 12.48 2,859.96 16.36 1,871.09 16.41
Director
Remunerati
on)
We train our employees on a regular basis to upgrade the level of operational excellence, improve productivity and
maintain compliance standards on quality and safety. Our teams include subject matter experts for various business areas
who have relevant experience and skill sets.
Further, we engage independent contractors through whom we engage contract labor for our project site operations. Such
contract laborers provided by the independent contractors, carry our variety of functions at our project sites, such as
261excavation, loading and unloading of supply material, back filling and levelling. Our employees on a regular basis,
typically carry out supervisory functions in relation to the work carried out by the contract laborers, at our project sites.
Accordingly, we have entered into contracts with independent contractors by executing relevant service orders for the
same. However, we do not enter into any formal agreement with such independent contractors.
Insurance
Under our EPC contracts we are generally required to maintain insurance. These include policies in relation to
construction and erection, workmen compensation, fire and burglary insurance, vehicle and machinery insurance, keyman
insurance and property insurance. We believe that the insurance coverage currently maintained by us represents an
appropriate level of coverage required to insure our business and operations.
Our operations are subject to hazards inherent in the EPC industry including accidents, equipment failure, exposure to
dangerous materials, such as solvents, and risks related to machinery noise and manual handling activities, fire,
earthquake, flood and other force majeure events, acts of terrorism and hazards that may cause injury and loss of life,
severe damage to and destruction of property, equipment and environmental damage. For risks related to our insurance
coverage, see “Risk Factors — Our insurance coverage mat be inadequate, which could have an adverse effect on our
financial condition and results of operations” on page 43.
Information Technology
Information technology has emerged as a key business enabler for us and plays an important role in improving our overall
productivity, client service and risk management. We believe that we have stable, secure and robust IT infrastructure and
applications supporting our business and strategic initiatives. We utilize Tally for various business applications.
Moreover, Microsoft Office enables us to develop plans, assign resources to tasks, track progress, manage timelines, and
analyse workloads effectively. Further, our infrastructure includes robust antivirus software, firewalls, and
uninterruptible power supplies (UPS) to ensure data security and system reliability.
Properties
Our Company’s Registered and Corporate Office situated at 703 to 706, 7th Floor, Fortune Business Hub, Nr. Shell Petrol
Pump, Science City Road, Sola, Ahmedabad-380060, Gujarat, India, is owned by us. Further, we have rented more than
25 properties on our project sites to set-up site offices basis the requirements of the projects, storage of raw materials and
placement of machinery and equipment as well as camp sites, as required from time to time. Some of our properties are
taken on leasehold basis from related parties, details of which are provided below:
Consideration per
Date of Address of Tenure of
Lessor Lessee month (in ₹
Agreement Property Lease
lakh)*
Leave and Kalpesh Company A02- Shreeji 11 months 0.45
License Deed Dhanjibhai Patel, Exotica, Ognaj commencing
dated August 27, Kanubhai Patel Circle to Santej from August
2025 and Vasantkumar Road, Santej, 01, 2025 till
Narayanbhai Ahmedabad- June 30, 2026
Patel 382721
Leave and Kalpesh Company Shed No. 35, 11 months 0.35
License Deed Dhanjibhai Patel, Shivam commencing
dated August 27, Kanubhai Patel Industrial Estate- from August
2025 and Vasantkumar 4 Chandogar, 01, 2025 till
Narayanbhai Ahmedabad June 30, 2026
Patel
Leave and Kanubhai Patel Company Plot No. 94, Shri 11 months 0.60
License Deed Hari Om commencing
dated August 27, Industrial Estate, from August
2025 Gozaria- 382825 01, 2025 till
June 30, 2026
*The disclosed lease rental is applicable as on the date of filing of this Prospectus. The license fee is subject to escalation in accordance
with the terms of their respective agreements.
Note:
The transactions with related parties have been conducted in the ordinary course of business, and on an arm’s length basis, in
compliance with the Companies Act, 2013 and other applicable laws.
Following is the list of properties owned by our Company, as well as properties taken by our Company on a rental/lease
262basis, which are used for the purpose of storage of raw material, guest houses and have been given on a rental basis to
third parties. The details of such properties are provided below:
Sr. Area
Address of Property Use of Premise
No. (Sq. Mtr)
1. 707, 7th Floor, Fortune Business Hub, Sola, Science City Road, Part of Registered and
75.42
Ahmedabad - 380060 Corporate Office
2. B-103, Dream Heaven, Ajwa Road, Bakrol, Taluka-Waghodiya, Guest House
132.12
Dist-Vadodara
3. SHED NO. 33, Shivam Industrial Estate-4 Changodar, Godown
81.00
Ahmedabad
4. SHED NO. 34, Shivam Industrial Estate-4 Changodar, Godown
81.00
Ahmedabad
5. B-16, Galaxy Signature, Opp. Hetarth Party Plot, Science City Given on lease
119.00
Road, Sola, Ahmedabad
6. Plot No. 6, Village: Khatraj, Tal: Kalol, Dist: Gandhinagar 156.30 Godown
7. Show Room No. 106, Earth Essence, Zydus Hospital Road, Given on lease
70.31
Thaltej, Ahmedabad
8. Show Room No. 107, Earth Essence, Zydus Hospital Road, Given on lease
79.46
Thaltej, Ahmedabad
9. 401 to 403, Pehel lakeview, Near Vaishnodevi circle, Ahmedabad 131.4 Given on lease
10. 404 to 407, Pehel lakeview, Near Vaishnodevi circle, Ahmedabad 167.25 Given on lease
11. 408 to 411, Pehel lakeview, Near Vaishnodevi circle, Ahmedabad 160.54 Given on lease
12. 412 to 414, Pehel lakeview, Near Vaishnodevi circle, Ahmedabad 121.35 Given on lease
13. Office No. 1005, D & C Phoenix, Vijay Cross Road, Navrangpura, Given on lease
27.91
Ahmedabad
14. Office No. 1007, D & C Phoenix, Vijay Cross Road, Navrangpura, Given on lease
78.74
Ahmedabad
We confirm that the transactions have been conducted in the ordinary course of business, and on an arm’s length basis,
in compliance with the Companies Act, 2013 and other applicable laws.
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 are as specified in Schedule VII of the Companies Act, 2013. The table below sets forth our
expenditure towards Corporate Social Responsibility for periods indicated:
Nine months
period ended Fiscal 2025 Fiscal 2024 Fiscal 2024
Particulars
December 31, 2025 (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
(in ₹ lakhs)
CSR Expenditure 24.64 19.50 19.30 19.51
263KEY REGULATIONS AND POLICIES IN INDIA
The following description is a summary of certain key statutes, rules, regulations, notifications, memorandums, circulars
and policies which are applicable to our Company and the business undertaken by our Company.
The information detailed in this chapter, is based on the current provisions of key statutes, rules, regulations, notifications,
memorandums, circulars and policies which are subject to amendments, changes and/or modifications. The information
in this section has been obtained from publications available in the public domain. The description of the applicable
regulations as given below has been provided in a manner to provide general information to the investors and may not
be exhaustive and is neither designed nor intended to be a substitute for professional legal advice. The indicative
summary is based on the current provisions of applicable law, which are subject to change or modification or amended
by subsequent legislative, regulatory, administrative or judicial decisions.
For details of the government approvals and licenses obtained by us, see “Government and Other Statutory Approvals”
beginning on page 419.
INDUSTRY SPECIFIC REGULATIONS
The Electricity Act, 2003 (“Electricity Act”)
The Electricity Act is a central legislation and provides for, inter alia, generation, transmission, distribution, trading and
use of electricity. Under the Electricity Act, the transmission, distribution, and trade of electricity are regulated activities
which 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 between two or more state
governments or the central government in relation to one or more state governments, as the case may be).
Under the Electricity Act, the appropriate commission, guided by, inter alia, the methodologies specified by the CERC
with the aim of promotion of co-generation and generation of electricity from renewable sources of energy, shall specify
the terms and conditions for the determination of tariff.
The Electricity Act requires the GOI to prepare the national electricity policy and tariff policy, from time to time, in
consultation with the state governments and Central Electricity Authority. The Draft Electricity (Amendment) Bill, 2022
(“Draft EAA”) was proposed by the Ministry of Power which seeks to amend certain provisions of the Electricity Act.
Among others, the amendment proposes that on the issuance of license to more than one distribution licensee in an area
of supply, the power and associated costs from the existing power purchase agreements with the existing distribution
licensee, as on the date of issuing license to another distribution licensee, shall be shared among all the distribution
licensees in the area of supply as specified by the State Commission. Further, it also proposes that in case of distribution
of electricity in the same area of supply by two or more distribution licensees, the appropriate Commission, for promoting
competition among such distribution licensees, will fix the maximum ceiling of tariff and the minimum tariff for retail
sale of electricity. The Draft EAA also provides that a distribution licensee may use distribution systems of other licensees
in the area of supply for supplying power through the system of non-discriminatory open access on payment of wheeling
charges.
Electricity Rules, 2005
The Electricity Rules, 2005 (the “Rules”), as amended, were framed under the Electricity Act and provide the
requirements in respect of captive generating plants and generating stations. The authorities constituted under the Rules
may give appropriate directions for maintaining the availability of the transmission system of a transmission licensee.
Central Electricity Authority (Measures relating to Safety and Electric Supply) Regulations, 2023 (“CEA
Regulations”)
The CEA Regulations supersede the Central Electricity Authority (Measures relating to Safety and Electric Supply)
Regulations, 2010. The CEA Regulations have been enacted by the Central Electricity Authority, constituted under the
Electricity Act, to provide for measures relating to safety and electric supply. The CEA Regulations provide for the
general safety requirements pertaining to construction, installation, protection, operation and maintenance of electric
supply lines and apparatus. Further, as per the CEA Regulations, installations, defined under the CEA Regulations as any
composite electrical unit used for the purpose of generating, transforming, transmitting, converting, distributing, or
utilizing electricity, already connected to the supply system of the supplier or trader must be periodically inspected and
tested at intervals not exceeding five years, by the electrical inspector or a supplier directed by the relevant State
264Government. In case the owner fails to rectify the defects in the installation pointed out by the electrical inspector in his
inspection report, the electrical inspector has the authority to disconnect the electric supply for such installation after
serving the owner of such installation with a notice for not less than 48 hours.
Central Electricity Authority (Measures relating to Safety and Electric Supply) Regulations, 2010
The Central Electricity Authority (Measures relating to Safety and Electric Supply) Regulations, 2010 (the “Safety and
Electric Supply Regulations”) laid down the regulations for safety requirements for electric supply lines and accessories.
It required all relevant specifications prescribed by the Bureau of Indian Standards or the International Electro-Technical
Commission to be adhered to. These included that all electric supply lines and accessories:
(a) have adequate power ratings and proper insulation;
(b) be of adequate mechanical strength for the duty cycle;
(c) have a switchgear installation in each conductor of every service line within a consumer’s premises; and
(d) be encased in a fireproof receptacle.
Gujarat Electricity Regulatory Commission (GERC) (Electricity Supply Code and Related Matters Regulations)
These regulations outline the framework for the supply of electricity in Gujarat, detailing the rights and responsibilities
of both consumers and distribution licensees. It covers procedures for new connections, disconnections due to non-
payment or non-compliance, and the standards for metering and billing. The regulations also outline payment processes,
penalties for late payments, and ways to resolve billing disputes. Additionally, they ensure consumer protection through
a grievance redressal system and provide guidelines for handling load changes and unauthorized electricity use.
The Indian Telegraph Act, 1885 (“Telegraph Act”)
The Telegraph Act governs all forms of the usage of ‘telegraph’. The term ‘telegraph’, as defined under the Telegraph
Act means any appliance, instrument, material or apparatus used or capable of use for transmission or reception of signs,
signals, writing, images, and sounds or intelligence of any nature by wire, visual or other electro-magnetic emissions,
radio waves or hertzian waves, galvanic, electric or magnetic means. As per section 4, the exclusive privilege of
establishing, maintaining and working telegraphs shall be with the central government or with persons licensed under
section 7 of the Telegraph Act. A contravention of the conditions prescribed in the license granted under section 7 is
punishable under section 20A of the Telegraph Act with a fine which may extend to ₹ 1000, and with a further fine which
may extend to ₹ 500 for every week during which the breach of the condition continues.
The Telegraph Act gives the government the power to make rules for conduct of all telegraphs established, maintained or
worked by the government. This includes rules governing the conditions and restrictions subject to which any telegraph
line, appliance or apparatus for telegraphic communication shall be established, maintained, worked, repaired,
transferred, shifted, withdrawn or disconnected. Further, the rules prescribed by the central government may prescribe
the fines for any breach of such rules. Pursuant to section 7(3), a person licensed under the Telegraph Act is punishable
for breach of these rules, with a fine of ₹ 1,000, and in the case of a continuing breach a further fine of ₹ 200 for every
day after the first during the whole or any part of which the breach continues.
Micro, Small and Medium Enterprises Development Act, 2006 (the “MSMED Act”)
The MSMED Act seeks to facilitate the promotion, development and enhancing the competitiveness of micro, small and
medium enterprises. The MSMED Act provides that where an enterprise is engaged in the manufacturing and production
of goods pertaining to any industry specified in the First Schedule to the Industries (Development and Regulation) Act,
1951, the classification of an enterprise will be as follows:
• where the investment in plant and machinery does not exceed twenty-five lakh rupees shall be regarded as a micro
enterprise;
• where the investment in plant and machinery is more than twenty-five lakh rupees but does not exceed five crore
rupees shall be regarded as a small enterprise;
• where the investment in plant and machinery is more than five crore rupees but does not exceed ten crore rupees
shall be regarded as a medium enterprise.
Further, the MSMED Act provides for a memorandum of micro, small and medium enterprises to be submitted by the
relevant enterprises to the prescribed authority. The MSMED Act defines a supplier to mean a micro or small enterprise
that has filed a memorandum with the concerned authorities. The MSMED Act ensures that the buyer of goods makes
265payment for the goods supplied to him immediately or before the date agreed upon between the buyer and supplier. The
MSMED Act also provides for the establishment of Micro and Small Enterprises Facilitation Councils (the “Council”).
The Council has jurisdiction to act as an arbitrator or conciliator in a dispute between the supplier located within its
jurisdiction and a buyer located anywhere in India.
Competition Act, 2002 (“Competition Act”)
The Competition Act is an act to prevent practices having adverse effect on competition, to promote and sustain
competition in markets, to protect interest of consumer and to ensure freedom of trade in India. The act deals with
prohibition of (i) certain agreements such as anti-competitive agreements and (ii) abuse of dominant position and
regulation of combinations. No enterprise or group shall abuse its dominant position in various circumstances as
mentioned under the Competition Act. The prima facie duty of the Competition Commission of India (“Commission”) is
to eliminate practices having adverse effect on competition, promote and sustain competition, protect interest of consumer
and ensure freedom of trade. The Commission shall issue notice to show cause to the parties to combination calling upon
them to respond within 30 days in case it is of the opinion that there has been an appreciable adverse effect on competition
in India. In case a person fails to comply with the directions of the Commission and Director General (as appointed under
Section 16(1) of the Competition Act) he shall be punishable with a fine which may exceed to ₹0.10 million for each day
during such failure subject to maximum of ₹10.0 million, as the Commission may determine.
LABOUR LAW LEGISLATIONS
The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally applicable
labour laws. The following is an indicative list of labour laws which may be applicable to our Company due to the nature
of our business activities:
Gujarat Shops and Establishment Act, 2019
The Gujarat Pradesh Shops and Establishments Act, 2019 and Rules, 2020 are applicable to all the shops and commercial
establishments in the whole of the Gujarat State. The Act is enacted for the purpose of protecting the rights of employees.
The Act provides regulations of the payment of wages, terms of services, work hours, rest intervals, overtime work,
opening and closing hours, closed days, holidays, leaves, maternity leave and benefits, work conditions, rules for
employment of children, records maintenance, etc.
The Contract Labour (Regulation and Abolition) Act, 1970, as amended (the “CLRA Act”)
In respect of our Manufacturing Units, we use the services of certain licensed contractors who in turn employ contract
labour whose number exceeds 20 (twenty), subject to state amendments, in respect of certain facilities. Accordingly, we
are regulated by the provisions of the CLRA Act, and the rules framed thereunder which requires us to be registered as a
principal employer and prescribes certain obligations with respect to welfare and health of contract labour. The CLRA
Act imposes certain obligations on the contractor in relation to establishment of canteens, rest rooms, drinking water,
washing facilities, first aid, other facilities and payment of wages. However, in the event the contractor fails to provide
these amenities, the principal employer is under an obligation to provide these facilities within a prescribed time period.
Penalties, including both fines and imprisonment, may be levied for contravention of the provisions of the CLRA Act.
Building and Other Construction Workers’ (Regulation of Employment and Conditions of Service) Act, 1996
(“Construction Workers Act”)
The Construction Workers Act provides for regulation of employment and conditions of service of building and other
construction workers including safety, health and welfare measures in every establishment which employs or employed
during the preceding year, 10 or more workers. Every establishment to which the Construction Workers Act applies is
required to obtain a registration thereunder within a period of 60 days from the commencement of work. In the event that
after the registration of an establishment, any change occurs in the ownership or management in respect of such
establishment, such change is also required to be intimated by the employer to the registering officer within 30 days of
such change. Further, every employer is required to issue a notice of commencement of building or other construction
work 30 days in advance.
Employees State Insurance Act, 1948, (“ESI Act”), Employees State Insurance (General) Regulations, 1950, (“ESI
Regulations”) and Employees State Insurance (Central) Rules, (“ESI Rules”)
The ESI Act, read with the ESI Regulations and the ESI Rules, provides a comprehensive social security scheme for
Indian workers. The ESI Act establishes the Employees State Insurance Corporation to administer benefits such as
medical care, sickness, maternity, disability, and dependents' benefits. The ESI Regulations and ESI Rules outline the
266operational framework, including procedures for contributions, benefit claims, and employer responsibilities. By
mandating employer and employee contributions, the scheme aims to protect workers against health-related
contingencies and provide financial security, promoting worker welfare and social insurance.
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952 (the “EPF Act”) and the Employees Provident
Fund Scheme, 1952
The EPF Act is applicable to an establishment employing more than 20 employees and as notified by the government
from time to time. All the establishments under the EPF Act are required to be registered with the appropriate Provident
Fund Commissioner. Also, in accordance with the provisions of the EPF Act, the employers are required to contribute
to the employees’ provident fund the prescribed percentage of the basic wages, dearness allowances and remaining
allowance (if any) payable to the employees. The employee shall also be required to make an equal contribution to the
fund. The Central Government under Section 5 of the EPF Act (as mentioned above) frames the Employees Provident
Fund Scheme, 1952.
Other labour law legislations:
The various labour and employment related legislations that may apply to our operations, from the perspective of
protecting the workers’ rights and specifying registration, reporting and other compliances, and the requirements that
may apply to us as an employer, would include the following:
• Apprentices Act, 1961 and Apprenticeship Rules, 1992;
• Child Labour (Prohibition and Regulation) Act,1986; and Child Labour (Prohibition and Regulation) Rules, 1988;
• Child and Adolescent Labour (Prohibition and Regulation) Act,1986;
• Labour Laws (Exemption from Furnishing Returns and Maintaining Registers by certain Establishments) Act,1988
as amended by Labour Laws (Exemption from Furnishing Returns and Maintaining Registers by certain
Establishments) Amendment Act, 2014;
• Equal Remuneration Act, 1976;
• Maternity Benefit Act, 1961;
• Minimum Wages Act, 1948;
• Payment of Gratuity Act, 1972;
• Payment of Bonus Act, 1965;
• Payment of Wages Act, 1936;
• Sexual Harassment of Women at Workplace (Prevention, Prohibition, and Redressal) Act,2013; and
• Employee’s Compensation Act, 1923 as amended by Employee’s Compensation (Amendment)Act,2017.
• The Employment Exchanges (Compulsory Notification of Vacancies) Act, 1959; and
Labour Codes
In order to rationalize and reform labour laws in India, the Government of India had framed four labour codes (“ Labour
Codes”), which (barring certain provisions) have been brought into effect, through a notification, from November 21,
2025, namely:
a) The Code on Wages, 2019
The Code on Wages, 2019, provide for subsumption of 4 (four) legislations, 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
provides for a new definition of ‘wages’ and minimum wages to be notified for all employees in all industries, based
on the categories of employees and/or geographical locations and other conditions of service, which shall be equal
to or above the rate of floor wages set by the Central Government, and further mandates fixation of wage period
and timely wage payment. It also requires that pay parity should be ensured for all genders, and provides for payment
of annual bonus, and normal working hours to be prescribed (with the requirement to pay overtime at twice the
normal pay rates in the event an employee works beyond the normal working hours).
267b) The Industrial Relations Code, 2020
The Industrial Relations Code, 2020, subsumes 3 (three) legislations inter alia the Trade Unions Act, 1926, and the
Industrial Disputes Act, 1947. The objective of the Industrial Relations Code, 2020, is to promote industrial harmony
whilst balancing worker protection with business flexibility. The key provisions include (i) recognition of
negotiating union and negotiation council, (ii) specific recognition of fixed-term employment with equal benefits
including parity in wages, working hours, and allowances with permanent workers, (iii) definitions of key terms
including ‘employee’ and ‘worker’, (iv) conditions for lay-offs, retrenchment and closure, including increase in the
headcount threshold from 100 (one hundred) to 300 (three hundred) workers for applicability of certain special
provisions of retrenchment, lay-off and closure to factories, mines and plantations, (v) constitution of a grievance
redressal committee with equal employer and employee representatives, (vi) mandatory notice requirements for
strikes and lock-outs in all industrial establishments, (vii) provision of notice to workers prior to change in certain
conditions of service; (viii) prohibition of identified unfair labour practices, (ix) adoption and certification of
standing orders, and (x) dispute resolution through conciliation, labour courts and industrial tribunals.
c) The Occupational Safety, Health and Working Conditions Code, 2020 (“Occupational Safety Code”)
The Occupational Safety Code subsumes 13 (thirteen) legislations such as the Factories Act, 1948, the Contract
Labour (Regulation and Abolition) Act, 1970, the Inter-State Migrant Workmen (Regulation of Employment and
Conditions of Service) Act, 1979, and the Building and Other Construction Workers (Regulation of Employment
and Conditions of Service) Act, 1996, among others.
The Occupational Safety Code provide for definitions of key terms including ‘contract labour’, ‘contractor’,
‘principal employer’ and ‘establishment’, annual leave with wages and prescription of working hours and rest
intervals, special provisions on employment of women in night shifts, and prescription of health and safety
obligations and provision of welfare facilities. The Occupational Safety Code provides for a common registration
to be obtained by establishments (including factories and commercial establishments), licence for contractors
supplying contractor labour, and scope for prescription of requirement for factories to obtain specific licences, etc.
The Occupational Safety Code also regulates the employment of contract labour including inter-state migrant
workers in certain establishments including with respect to prohibition of engagement of contract labour in core
activities, and provisions for welfare and health of contract labour.
d) The Code on Social Security, 2020
The Code on Social Security, 2020 provide for subsumption of 9 (nine) social security related legislations, inter
alia the Employee’s Compensation Act, 1923, 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. The Code on Social Security, 2020 provides for a common registration to be obtained, social security
provisions including onent fund, pension, and employees’ deposit-linked insurance, employees’ state insurance
coverage and benefits including sickness benefit, disablement benefit, etc, compensation to be paid to employees
for workplace injuries/occupational diseases, maternity benefits, gratuity payments including to fixed-term
employees, and prescription of social security benefits including for building and other construction workers,
unorganised workers, gig workers and platform workers. Employers are required to obtain necessary registration
and make necessary contributions/payments as prescribed.
For the implementation of the Labour Codes, including on requirements relating to registrations and other procedural
compliances, certain rules and schemes are required to be notified by the Central and State Governments. Presently, the
Central Government and most State Governments have published draft rules that are yet to be notified. The Labour Codes
prescribe penalties in the form of monetary fine or imprisonment or both for violations of the provisions provided therein.
TAX LAWS
Income Tax Act, 2025 and the Income Tax Rules, 2026, as amended by the Finance Act in respective years
The Income Tax Act, 2025 (the “Income Tax Act”) is applicable to every company, whether domestic or foreign, whose
income is taxable under the provisions of the Income Tax Act or rules made thereunder depending upon its “Residential
Status” and “Type of Income” involved. The Income Tax Act provides for the taxation of persons resident in India on
global income and persons not resident in India on income received, accruing or arising in India or deemed to have been
received, accrued or arising in India. Every company required to pay income tax under the Income Tax Act is required to
comply with the provisions thereof, including those relating to tax deduction at source, advance tax, minimum alternative
tax, etc. With effect from April 01, 2026, the Government enacted the Income-tax Act, 2025, pursuant to which a
comprehensive and simplified framework for taxation has been introduced, including streamlined provisions relating to
computation of income, classification of income, and compliance requirements.
268Goods and Services Tax Act, 2017
The Goods and Services Tax (“GST”) is levied on the 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 is levied
by the Central Government and by the State Governments, including Union Territories, on intra-state supply of goods or
services. Further, the Central Government levies GST on the inter-state supply of goods or services. The GST is enforced
through various Acts viz. the Central Goods and Services Tax Act, 2017 (“CGST”), the relevant State Goods and Services
Tax Act, 2017 (“SGST”), the Union Territory Goods and Services Tax Act, 2017 (“UTGST”), the Integrated Goods and
Services Tax Act, 2017 (“IGST”), the Goods and Services Tax (Compensation to States) Act, 2017, and various rules
made thereunder.
Professional Tax
The professional tax slabs in India are applicable to those citizens of India who are either involved in any profession or
trade. The respective state governments are empowered to structure, formulate, and collect professional tax under their
jurisdiction. The tax levied on the incomes of individuals, profits of businesses, and gains from vocations, is in accordance
with List II of the Seventh Schedule of the Constitution of India. Professional tax is categorized under various tax slabs
as defined by the respective state governments. Under the applicable state acts, employers are required to deduct the
professional tax payable by any person earning a salary or wage from their remuneration before disbursing it. Employers
are responsible for remitting the tax, regardless of whether the deduction has been made, and must obtain registration
from the assessing authority in the prescribed manner. Additionally, individuals liable to pay professional tax under these
acts, other than those earning salaries or wages (for whom the employer is responsible for tax payment), are required to
obtain a certificate of enrolment from the assessing authority.
INTELLECTUAL PROPERTY LAWS
Trade Marks Act, 1999 (“Trademarks Act”) and the Trade Marks Rules, 2017 (“Trademarks Rules”)
The Trademarks Act provides for the application and registration of trademarks in India for granting exclusive rights to
marks such as a brand, label and heading and obtaining relief in case of infringement of such marks. The Trademarks Act
permits registration of trademarks for goods and services and prohibits any registration of deceptively similar trademarks
or compounds, among others. It also covers infringement of trademarks and falsifying and falsely applying for
trademarks. As per the Trademarks Act, any person found to be falsifying trademarks shall be punishable with
imprisonment for a term which shall not be less than six months but which may extend to three years and with fine which
shall not be less than fifty thousand rupees but which may extend to two lakh rupees. The Trademarks Rules provide for
inter-alia the procedures for filing an application for registration of trademarks to the Trade Marks Registry (“Registry”)
and for filing an opposition to any application for registration of a trademark.
LAWS GOVERNING FOREIGN INVESTMENTS
The Foreign Trade (Regulation and Development) Act, 1992 and the rules framed thereunder (“FTA”)
The FTA is the main legislation concerning foreign trade in India. The FTA read along with Foreign Trade (Regulation)
Rules, 1993, provides for the development and regulation of foreign trade by facilitating imports into, and augmenting
exports from, India and for matters connected therewith or incidental thereto. The FTA seeks to increase foreign trade by
regulating imports and exports to and from India. It authorizes the government to formulate as well as announce the
export and import policy and to keep amending the same on a timely basis. The government has also been given a wide
power to prohibit, restrict and regulate the exports and imports in general as well as specified cases of foreign trade. The
FT read with the Indian Foreign Trade Policy, 2015-20 (extended till March 31, 2021) prohibits anybody from
undertaking any import or export except under an Importer-Exporter Code number (“IEC”) granted by the Director
General of Foreign Trade pursuant to section 7. Hence, every entity in India engaged in any activity involving
import/export is required to obtain an IEC unless specifically exempted from doing so. The IEC shall be valid until it is
cancelled by the issuing authority. An importer-exporter code number allotted to an applicant is valid for all its branches,
divisions, units and factories. Failure to obtain the IEC number shall attract penalty under the FTA.
Foreign Exchange Management Act, 1999
Foreign investment in India is governed by the provisions of Foreign Exchange Management Act, 1999
(“FEMA”), as amended, along with the rules, regulations and notifications made by the Reserve Bank of India
thereunder, The Department for Promotion of Industry and Internal Trade (“DPIIT”), Ministry of Commerce and
Industry has issued the Consolidated FDI Policy which consolidates the policy framework on Foreign Direct Investment
269(“FDI Policy”), with effect from October 15, 2020. The FDI Policy consolidates and subsumes all the press notes,
press releases, and clarifications on FDI issued by DIPP till October 15, 2020.
In terms of the FDI Policy, foreign investment is permitted (except in the prohibited sectors) in Indian companies either
through the automatic route or the Government route, depending upon the sector in which foreign investment is sought
to be made. In terms of the FDI Policy, the work of granting government approval for foreign investment under the FDI
Policy and FEMA Regulations has now been entrusted to the concerned Administrative Ministries/Departments. FDI for
the items or activities that cannot be brought in under the automatic route may be brought in through the approval route.
Where FDI is allowed on an automatic basis without the approval of the Government, the RBI would continue to be the
primary agency for the purposes of monitoring and regulating foreign investment. In cases where Government approval
is obtained, no approval of the RBI is required except with respect to fixing the issuance price, although a declaration in
the prescribed form, detailing the foreign investment, must be filed with the RBI once the foreign investment is made in
the Indian company.
Our Company is engaged in the activity of manufacturing of iron and steel products. The FDI Policy issued by the DIPP
permits foreign investment up to 100% in the manufacturing sector under the automatic route. No approvals of the
Administrative Ministries/Departments or the RBI are required for such allotment of equity Shares under this Issue. Our
Company will be required to make certain filings with the RBI after the completion of the Offer.
Other applicable laws
In addition to the above, our Company is also required to comply with the provisions of the Companies Act, 2013 and
rules framed thereunder, the Indian Contract Act, 1872, the Specific Relief Act, 1963, the Transfer of Property Act, 1882,
the Sale of Goods Act, 1930, each as amended, and other applicable statutes promulgated by the relevant Central and
State Governments.
Additionally, upon the successful completion of the Offer and the commencement of listing and trading of our Equity
Shares on the Stock Exchanges, our Company shall also be subject to applicable securities laws and regulations. These
include, inter alia, the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018, Securities and Exchange
Board of India (Issue and Listing of Securitised Debt Instruments and Security Receipts) Regulations, 2008, the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the SEBI (Listing of Non-Convertible Securities)
Regulations, 2021, the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, the SEBI (Prohibition
of Insider Trading) Regulations, 2015, the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021,
the SEBI (Settlement Proceedings) Regulations, 2018 and such other securities laws, rules, circulars and guidelines, as
may be applicable from time to time.
270HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was originally incorporated as ‘Om Power Transmission Private Limited’ as a private limited company
under the Companies Act, 1956 pursuant to a certificate of incorporation dated June 29, 2011 issued by the Registrar of
Companies, Gujarat, Dadra and Nagar Haveli. Subsequently, our Company was converted from a private limited
company to a public limited company, pursuant to resolution passed by our Board of Directors in their meeting held on
September 06, 2025 and special resolution passed by our Shareholders in the EGM held on September 08, 2025 and the
name of our Company was changed to ‘Om Power Transmission Limited’ and a fresh certificate of incorporation dated
September 15, 2025 was issued by the Registrar of Companies, Central Processing Centre.
Changes in the registered office
Except as disclosed below, there has been no change in the registered office of our Company since the date of its
incorporation:
Date of change Details of change in the registered office Reason for change
Registered office changed from 78, Management Enclave,
Near Mansi Tower, Vastrapur, Ahmedabad Gujarat India,
September 01, 2012 Administrative convenience
380015 to B-16, Galaxy Signature, Opp. Hetarth Party Plot,
Science City Road, Ahmedabad – 380060.
Registered office changed from B-16, Galaxy Signature,
Opp. Hetarth Party Plot, Science City Road, Ahmedabad,
May 09, 2022 Gujarat, 380060, India to 703 to 706, 7th Floor, Fortune Administrative convenience
Business Hub, Nr. Shell Petrol Pump, Science City Road,
Sola, Ahmedabad, Gujarat, 380060, India.
Main objects of our Company
The main objects contained in our Memorandum of Association are as follows:
(i) To carry on in India or abroad the business of establishing, commissioning, setting up, operating and maintaining
electric power transmission systems/networks, power systems for evacuation, transmission of power through power
grid, establishing or using stations, tie-lines, sub-stations and transmission lines in any manner including build,
own and transfer (BOT), and / or build, own and operate (BOO) and / or build, own, lease and transfer (BOLT)
and / or build, own, operate and transfer (BOOT) basis or otherwise, and to acquire in any manner power
transmission systems / networks, power systems, tie-lines, sub-stations and transmission systems from State
Electricity Boards, Power Utilities, Generating Companies, Transmission Companies, Distribution Companies,
Central or State Government Undertakings, Licensees, other local authorities or statutory bodies, other captive or
independent power producers and distributors and to do all the ancillary, related or connected activities as may be
considered necessary or beneficial or desirable for or along with any or all of the aforesaid purposes which can be
conveniently carried on these systems, networks or platforms.
(ii) To plan, develop, establish, erect, construct, acquire, operate, run, manage, hire, lease, buy, sell, maintain, enlarge,
alter, renovate, modernize, work and use power system networks of all types including ultra-high voltage (UHV),
extra-high voltage (EHV), high voltage (HV), high voltage direct current (HVDC), medium voltage (MV) and low
voltage (LV) lines and associated stations, substations, transmission centers, systems and networks and to lay
cables, wires, accumulators, plants, motors, meters, apparatus, computers, telecommunication and telemetering
equipments and other materials connected with transmission and other ancillary activities relating to the electrical
power and to undertake for and on behalf of others all these activities in any manner.
The main objects and matters necessary for furtherance of the main objects as contained in the Memorandum of
Association enable our Company to carry on the business presently being carried out.
Amendments to the Memorandum of Association
Set out below are the amendments to our Memorandum of Association since incorporation:
Date of
Details of the modifications
Amendment
Clause V of the MoA was amended to reflect the increase in our authorised share capital from
December 01, 2011
₹1,00,000 divided into 10,000 Equity Shares of ₹10 each to ₹1,00,00,000/- divided into
271Date of
Details of the modifications
Amendment
10,00,000 Equity Shares of ₹10/- each.
Clause V of the MoA was amended to reflect the increase in our authorised share capital from
₹1,00,00,000 divided into 10,00,000 Equity Shares of ₹10 each to ₹36,00,00,000/- divided into
3,60,00,000 Equity Shares of ₹10 each.
Amendment to Clause III(A) of the Memorandum of Association to reflect change
in the objects of our Company to include –
“THE OBJECTS TO BE PURSUED BY THE COMPANY: ON ITS INCORPORATION”
July 24, 2025
Amendment to Clause III(B) of the Memorandum of Association to reflect change
in the objects of our Company to include –
“MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS
SPECIFIED IN CLAUSE III (A)”
In order to align with the provisions of the Companies Act, 2013, our incidental or ancillary
objects set out in Clause III (C) of the Memorandum of Association were deleted and
consolidated in Clause III (B) of the objects clause.
Clause I of the MoA was amended to reflect the change in name of our Company from ‘Om
September 08, 2025 Power Transmission Private Limited’ to ‘Om Power Transmission Limited’’, pursuant to the
conversion of our Company into a public limited company.
Major events and milestones of our Company
Financial Year Details of major milestone/ events
Incorporation of our Company as a private company on June 29, 2011 under the name and style
2011
of ‘Om Power Transmission Private Limited’.
Our Company commenced operations in the operation and maintenance (“O&M”) segment with
2014
the award of an O&M contract for Fifty-Two 66 kV sub-stations in the State of Gujarat.
Our Company commenced execution of EPC contracts for underground cabling works with the
2015 award of a project involving a 66 kV double circuit (D/C) overhead transmission line including
66 kV underground cable of 18.652 RKM in length.
Our Company crossed the revenue milestone of ₹ 10,000 lakhs, achieving Revenue from
2020
Operations (Net) of ₹ 11,084.10 lakhs.
Our Company crossed the revenue milestone of ₹ 18,000 lakhs, achieving Revenue from
2024
Operations of ₹ 18,276.16 lakhs.
Our Company crossed the revenue milestone of ₹ 27,500 lakhs, achieving Revenue from
2025
Operations of ₹ 27,943.51 lakhs.
Awarded our first project in the State of Punjab for the execution of 66 kV transmission
2025 infrastructure works under the Revamped Distribution Sector Scheme., on a full turnkey basis,
for a contract value of ₹ 8,884.89 lakhs.
Awarded our first project in the State of Rajasthan for the construction of a 220/132 kV, 1x200
2025 MVA sub-station at Lamba Jatan, District Nagaur, along with associated bay work, on a turnkey
basis, for a contract value of ₹ 3,361.06 lakhs.
2025 Conversion of our Company from a private limited company to a public limited company.
Awards, accreditations and recognitions received by our Company
Calendar Year Award / Accreditation / Recognition
Registration with Gujarat Energy Transmission Corporation Limited (“GETCO”) as a Class
2016
‘AA’ contractor for line erection works.
Awarded as best EPC Company 2015-17 by GETCO in the 9th Vendor Conference held on
2017
September 23, 2017.
Registration with Gujarat Energy Transmission Corporation Limited (“GETCO”) as a Class
2020
‘AA’ class contractor for substation works.
Time and cost over-runs
272Except as disclosed in “Risk Factors - Bidding for a tender involves various activities such as detailed project study
and cost estimations. Inability to accurately estimate the cost may lead to a reduction in the expected rate of return and
profitability estimates.” on page 33, our Company has not experienced any time or cost overruns in relation to any
projects set up by our Company except in the ordinary course of business.
Defaults or re-scheduling, restructuring of borrowings with financial institutions/banks
There have been no defaults or re-scheduling/ re-structuring in relation to borrowings availed by our Company from any
financial institutions or banks.
Significant financial or strategic partners
As of the date of this Prospectus, our Company does not have any significant financial or strategic partners.
Launch of key products or services, entry into new geographies or exit from existing markets
For details of key products or services launched by our Company, entry into new geographies or exit from existing
markets, location of our centers, capacity/ facility creation see “Major Events and Milestones of our Company” and
“Our Business” on pages 272 and 239, respectively.
Lock-out and strikes
There have been no instances of strikes or lock-outs at any time in our Company.
Revaluation of assets
Our Company has not undertaken any revaluation of assets in the last ten (10) years preceding the date of this Prospectus
Mergers or amalgamations
Our Company has not been party to any merger or amalgamation since its incorporation.
Details regarding material acquisitions or divestments of business/ undertakings
Our Company has not acquired or divested any material business or undertaking since its incorporation.
Holding Company
As of the date of this Prospectus, our Company does not have a holding company.
Joint ventures
Our Company, from time to time, enters into certain joint venture agreements for the purposes of bidding and execution
of projects. Our Company executes certain projects through joint ventures (JV) or constitutes a consortium which are not
body corporates. As on date of this Prospectus, the details of joint venture of our Company is as under:
M/s Om Power Transmission Private Limited-M/s Amarbhaw Power Private Limited (“OPTL -APPL JV”)
Our Company entered in an agreement dated April 29, 2025 with M/s Amarbhaw Power Private Limited (“JV
Agreement”) to constitute a joint venture for the purpose of participating in various bids and securing work/ tenders
floated to be floated by Rajasthan Vidyut Vitran Nigam Limited. One of them being for the purposes of participating in
the bidding process for construction of 220/132 KV, 1X200 MVA substation at Lamba Jatan (upgradation) (District -
Nagaur) along with associated bay work including survey, supply of all equipment's/materials, erection (including civil
works), testing and commissioning (turnkey project) against specification no. RVPN/EHV/BN 9018002442 (“Project”).
The JV Agreement provides that both the parties be jointly and severally responsible for all obligations and liabilities
relating to the aforesaid project.
Participation
As per the terms of the JV Agreement, there is no percentage participation agreed to between the parties. However,
pursuant to the JV Agreement, our Company shall be the lead partner of the JV and M/s Amarbhaw Power Private Limited
shall be the in-charge for performing the contract management and shall be attorney of the parties duly authorized to
receive instructions for and on behalf of any and all partners in the JV. Further, as per the terms of the JV Agreement,
both the parties shall, inter alia, be responsible for the satisfactory execution of the Project in accordance with the
273contract terms and conditions.
Our Subsidiaries
As of the date of this Prospectus, our Company does not have any subsidiaries.
Our Associates
As of the date of this Prospectus, our Company does not have any associates.
Shareholder’s agreements
Our Company does not have any subsisting shareholders’ agreements among our Shareholders vis-à-vis our Company.
Agreements with Key Managerial Personnel, Senior Management Personnel, Director, Promoters or any other
employee
As on the date of this Prospectus, there are no agreements entered into by our Key Managerial Personnel or Senior
Management Personnel or Director or Promoters or Promoter Group or Shareholders 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 agreements
Our Company, our Promoters, and the Shareholders are not a party to any other agreements, including any deed of
assignment, acquisition agreement, shareholders’ agreement, inter se agreement/ arrangement or agreements of like
nature, with respect to securities of our Company. Our Company has not entered into any subsisting material agreements
including inter-se agreements, agreements with strategic partners, joint venture partners, and/or financial partners other
than in the ordinary course of the business of our Company or which are otherwise material and need to be disclosed in
this Prospectus in context of the Offer.
We confirm that there are no agreements entered into by the Shareholders, Promoters, members of the Promoter Group,
related parties of our Company, Directors, KMPs, SMPs, employees of our Company, among themselves or with our
Company or with a third party, solely or jointly, which, either directly or indirectly or potentially whose purpose and
effect is to impact the management or control of our Company or impose any restrictions or create any liability upon our
Company.
Further, we confirm there are no other agreements and clauses or covenants which our Company, our Promoters, the
members of the Promoter Group or the Shareholders are a party to, in relation to securities of our Company, which are
material and need to be disclosed and that there are no other clauses / covenants which are adverse or pre-judicial to
the interest of the minority / public Shareholders or nor are there agreements that the Company has entered into that are
required to be disclosed under the SEBI ICDR Regulations or non-disclosure of which may have a bearing on the
investment decisions of the Bidders, except as already disclosed in this Prospectus. Further, there is no inter-se
agreement / arrangement between the Shareholders.
There are no material covenants in any of the agreements related to the primary and secondary transactions of securities
of the Company and except as disclosed in “Financial Indebtedness – Principal terms of the borrowings availed by our
Company” on page 374, there are no material covenants in any of the agreements related to the financing arrangements
of the Company.
Guarantees provided to third parties by our Promoter offering their Equity Shares in the Offer for Sale
Except as stated below, as on the date of this Prospectus, no guarantee has been issued by our Promoter Selling
Shareholders in relation to our Company:
Amount Amount
Guaranteed outstanding
Type of
Sr. Name of the Name of the (Total as on
Name of the Promoters borrowing/
No. lender borrower Sanction December
facility
limit) 31, 2025
(in ₹ lakhs) (in ₹ lakhs)
1. Kalpesh Dhanjibhai Patel, HDFC Bank Our For issuance of 2,100.00 1,971.91
274Amount Amount
Guaranteed outstanding
Type of
Sr. Name of the Name of the (Total as on
Name of the Promoters borrowing/
No. lender borrower Sanction December
facility
limit) 31, 2025
(in ₹ lakhs) (in ₹ lakhs)
Kanubhai Patel and Limited Company Bank Guarantee
Vasantkumar Narayanbhai (Non-Fund based
Patel facility)
2. Kalpesh Dhanjibhai Patel, HDFC Bank Our Cash Credit &
Kanubhai Patel and Limited Company Over Draft
436.31 177.45
Vasantkumar Narayanbhai
Patel
3. Kalpesh Dhanjibhai Patel, Axis Bank Our Cash Credit
Kanubhai Patel and Limited Company
490.00 402.39
Vasantkumar Narayanbhai
Patel
4. Kalpesh Dhanjibhai Patel, Axis Bank Our For issuance of
Kanubhai Patel and Limited Company Bank Guarantee
2,000.00 1,994.79
Vasantkumar Narayanbhai (Non-Fund based
Patel facility)
5. Kalpesh Dhanjibhai Patel, AU Small Our For issuance of
Kanubhai Patel and Finance Bank Company Bank Guarantee
3,295.00 3,046.01
Vasantkumar Narayanbhai Limited (Non-Fund based
Patel facility)
6. Kalpesh Dhanjibhai Patel, AU Small Our Over Draft
Kanubhai Patel and Finance Bank Company
454.00 404.81
Vasantkumar Narayanbhai Limited
Patel
7. Kalpesh Dhanjibhai Patel, The Mehsana Our For issuance of
Kanubhai Patel and Urban Co-Op Company Bank Guarantee
2,700.00 2,650.70
Vasantkumar Narayanbhai Bank Ltd (Non-Fund based
Patel facility)
8. Kalpesh Dhanjibhai Patel, The Mehsana Our Cash Credit
Kanubhai Patel and Urban Co-Op Company
325.00 317.60
Vasantkumar Narayanbhai Bank Ltd
Patel
9. Kalpesh Dhanjibhai Patel, Kotak Our Cash Credit
Kanubhai Patel and Mahindra Company
1,000.00 983.72
Vasantkumar Narayanbhai Bank Limited
Patel
10. Kalpesh Dhanjibhai Patel, Kotak Our For issuance of
Kanubhai Patel and Mahindra Company Bank Guarantee
2,500.00 1,040.85
Vasantkumar Narayanbhai Bank Limited (Non-Fund based
Patel facility)
11. Kalpesh Dhanjibhai Patel, Yes Bank Our Cash Credit
Kanubhai Patel and Limited Company
500.00 443.66
Vasantkumar Narayanbhai
Patel
12. Kalpesh Dhanjibhai Patel, Yes Bank Our For issuance of
Kanubhai Patel and Limited Company Bank Guarantee
2,000.00 2,000.00
Vasantkumar Narayanbhai (Non-Fund based
Patel facility)
13. Kalpesh Dhanjibhai Patel, Indian Our Cash Credit^
Kanubhai Patel and Overseas Bank Company
1,450.00 9.70
Vasantkumar Narayanbhai Limited
Patel
14. Kalpesh Dhanjibhai Patel, Indian Our For issuance of
Kanubhai Patel and Overseas Bank Company Bank Guarantee 700.00 -
Vasantkumar Narayanbhai Limited (Non-Fund based
275Amount Amount
Guaranteed outstanding
Type of
Sr. Name of the Name of the (Total as on
Name of the Promoters borrowing/
No. lender borrower Sanction December
facility
limit) 31, 2025
(in ₹ lakhs) (in ₹ lakhs)
Patel facility- Sub limit
of Cash Credit
facility)^
^ The Company has been sanctioned a fund-based working capital limit of ₹ 1,450.00 lakhs by Indian Overseas Bank (IOB), which
includes a sub-limit of ₹ 700.00 lakhs for non-fund-based facilities.
The abovementioned guarantees are typically effective for a period till the underlying loan is repaid by our Company.
The financial implications in case of default by our Company would entitle the lenders to invoke the personal guarantees
by our Promoters to the extent of outstanding loan amounts. Our Company has not paid any consideration to the Promoter
Selling Shareholders for providing these guarantees. The facilities are secured. For further details of the security available
see, “Financial Indebtedness – Principal terms of the borrowings availed by our Company” on page 374.
Other Confirmations
There are no material clauses of our Articles of Association that have been left out from disclosures having bearing on
this Offer or this Prospectus. There are no special rights available to any Shareholder under the Articles of Association
There are no findings/observations of any of the inspections by SEBI or any other regulators which are material and
which need to be disclosed or non-disclosure of which may have bearing on the investment decision.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for
operations of the Company) of our Company and our Company.
Except for certain premises which have been leased by our Directors to our Company and disclosed below, there is no
conflict of interest between the lessors of the immovable properties (crucial for operations of our Company) of our
Company and our Company.
Consider
Date of ation per
Agreemen Lessor/Licensor Lessee/Licensee Address of Property Tenure of Lease month
t (in ₹
lakh)
Leave and Kalpesh Our Company A02- Shreeji Exotica, 11 months commencing 0.45
License Dhanjibhai Patel, Ognaj Circle to Santej from August 01, 2025 till
Agreement Kanubhai Patel and Road, Santej, June 30, 2026
dated Vasantkumar Ahmedabad- 382721
August 27, Narayanbhai Patel
2025
Leave and Kalpesh Our Company Shed No. 35, Shivam 11 months commencing 0.35
License Dhanjibhai Patel, Industrial Estate-4 from August 01, 2025 till
Agreement Kanubhai Patel and Chandogar, Ahmedabad June 30, 2026
dated Vasantkumar
August 27, Narayanbhai Patel
2025
Leave and Kanubhai Patel Our Company Plot No. 94, Shri Hari 11 months commencing 0.60
License Om Industrial Estate, from August 01, 2025 till
Agreement Gozaria- 382825 June 30, 2026
dated
August 27,
2025
*The disclosed lease rental is applicable as on the date of filing of this Prospectus. The license fee is subject to escalation in accordance
with the terms of their respective agreements.
Note:
The transactions with related parties have been conducted in the ordinary course of business, and on an arm’s length basis, in
compliance with the Companies Act, 2013 and other applicable laws.
276For further details, see “Risk Factors - Some premises used by us are not registered in our name and are located on
leased premises. There can be no assurance that these lease agreements will be renewed upon termination or that we
will be able to obtain other premises on lease on same or similar commercial terms.” on page 35.
277OUR MANAGEMENT
In terms of the Companies Act, our Company is required to have a minimum of three Directors and a maximum of up to
fifteen Directors. As of the date of this Prospectus, our Board comprises of 7 (seven) Directors, of whom 1 (one) is the
Chairman and Executive Director, 1 (one) is a Managing Director, 1 (one) is a Whole-Time Director and 4 (four) are
Independent Directors (including one-woman Independent Director). Our Company is in compliance with the corporate
governance norms prescribed under the SEBI Listing Regulations and the Companies Act, 2013, in relation to the
composition of our Board and constitution of committees thereof.
The following table sets forth details regarding our Board of Directors as on the date of this Prospectus:
Board of Directors
Name, designation, term, period of directorship, address, Directorships in other companies
occupation, date of birth, age and DIN
Kalpesh Dhanjibhai Patel Indian Companies
Designation: Chairman and Executive Director Devnandan Renewable Energy Private Limited
Current Term: For a period of 3 years, with effect from August 06,
2025, liable to retire by rotation. Foreign Companies
Period of Directorship: Since June 29, 2011 • Nil
Address: A-127, Sentossa Greenland, Rakanpur, Bhadaj Circle,
Gandhinagar – 382721, Gujarat, India.
Occupation: Business
Date of Birth: July 01, 1974
Age: 51 Years
DIN: 03516312
Kanubhai Patel Indian Companies
Designation: Managing Director Devnandan Renewable Energy Private Limited
Current Term: For a period of 3 years, with effect from August 06,
2025, liable to retire by rotation. Foreign Companies
Period of Directorship: Since June 29, 2011 • Nil
Address: 31, Vatsalyam Shanti Avas Co. Op. Housing Society, Nandoli,
Rancharada, Gandhinagar – 382115, Gujarat, India.
Occupation: Business
Date of Birth: June 01, 1971
Age: 54 Years
DIN: 03522537
Vasantkumar Narayanbhai Patel Indian Companies
Designation: Whole-Time Director Devnandan Renewable Energy Private Limited
Current Term: For a period of 3 years, with effect from August 06, Foreign Companies
2025, liable to retire by rotation.
• Nil
Period of Directorship: Since June 29, 2011
278Name, designation, term, period of directorship, address, Directorships in other companies
occupation, date of birth, age and DIN
Address: 218/A, Raj Bunglows, Rajnagari Society, Ambaji Road, Patan
– 384265, Gujarat, India.
Occupation: Business
Date of Birth: November 11, 1973
Age: 52 Years
DIN: 03516315
Anand Mohan Tiwari Indian Companies
Designation: Independent Director • TCL Intermediates Private Limited
• Transpek Industry Limited
Current Term: For a period of 5 years, with effect from August 22, • One Small Strategy Private Limited
2025, not liable to retire by rotation • Farm Gas Private Limited
Period of Directorship: From August 22, 2025
Foreign Companies
Address: 492, Sector-1, Gandhinagar, PO: Gandhinagar - 382010,
• Nil
Gujarat, India
Occupation: Professional
Date of Birth: June 03, 1959
Age: 66 Years
DIN: 02986260
Desai Alpesh Dharamsinh Indian Companies
Designation: Independent Director • Surajdada Green Energy Private Limited
Current Term: For a period of 5 years, with effect from August 22, Foreign Companies
2025, not liable to retire by rotation
• Nil
Period of Directorship: From August 22, 2025
Address: A-28, Bhagyoday Society part-2, janta nagar road, B/H Water
tank, Ahmedabad City, PO: Ghatlodia, Ahmedabad – 380061, Gujarat,
India.
Occupation: Service
Date of Birth: March 05, 1990
Age: 36 Years
DIN: 08378543
Ishvarlal Mafatlal Bhavsar Indian Companies
Designation: Independent Director • Laxman Gyanpith Foundation
• JJ PV Solar Limited
Current Term: For a period of 5 years, with effect from August 22,
2025, not liable to retire by rotation Foreign Companies
Period of Directorship: From August 22, 2025 • Nil
Address: B-502, Abhiyan Apartment, Near St. Xaviers School,
279Name, designation, term, period of directorship, address, Directorships in other companies
occupation, date of birth, age and DIN
Naranpura, Naranpur Vistar, Ahmedabad – 380013, Gujarat, India.
Occupation: Professional
Date of Birth: November 26, 1947
Age: 78 Years
DIN: 03262038
Shikha Agarwal Indian Companies
Designation: Independent Director • Gulf Lloyds (India) Limited
• Shyamkamal Investments Limited
Current Term: For a period of 5 years, with effect from August 22, • Aegies Infoware Limited
2025, not liable to retire by rotation
Foreign Companies
Period of Directorship: From August 22, 2025
• Nil
Address: B-901, Shilp Shaligram, Sarkari Vasahat Road, Behind
Ahmedabad One Mall, Vastrapur, Ahmedabad – 380052, Gujarat,
India.
Occupation: Professional
Date of Birth: August 19, 1984
Age: 41 Years
DIN: 08635830
Brief profiles of our Directors
Kalpesh Dhanjibhai Patel is the Chairman and Executive Director of our Company. He is also one of the Promoters of
our Company. He has been on the Board of Directors of our Company since its incorporation. He holds a diploma in
electrical engineering from Tolani Foundation Gandhidham Polytechnic, Adipur. He was previously associated with Om
Enterprises as a partner. In addition to being on the Board of our Company, he has been associated as a director on the
board of Devnandan Renewable Energy Private Limited for over 5 years. He has over 31 years of experience in the field
of electronic products and has been engaged as an electrical contractor for government and private projects, including
the development, operation, and maintenance of transmission lines, substations, and underground cabling.
Kanubhai Patel is the Managing Director of our Company. He is also one of the Promoters of our Company. He has
been on the Board of Directors of our Company since its incorporation. He holds a diploma in electrical engineering from
Tolani Foundation Gandhidham Polytechnic, Adipur. He was previously associated with Om Enterprises as a partner. In
addition to being on the Board of our Company, he has been associated as a director on the board of Devnandan Renewable
Energy Private Limited for over 5 years. He has over 31 years of experience in the field of electronic products and has
been engaged as an electrical contractor for government and private projects, including the development, operation, and
maintenance of transmission lines, substations, and underground cable laying. He is the recipient of the “Outstanding
Achievement Award for Business Excellence” in national economic development & social responsibilities in 2017 from
the All India Achievers Foundation.
Vasantkumar Narayanbhai Patel is the Whole-time Director of our Company. He is also one of the Promoters of our
Company. He has been on the Board of Directors of our Company since its incorporation. He holds a bachelor’s degree
in engineering (mechanical) from Government Engineering College, Modasa. In addition to being on the Board of our
Company, he has been associated as a director on the board of Devnandan Renewable Energy Private Limited for over 5
years. He has over 14 years of experience in development, operation, and maintenance of transmission lines, sub-stations
and underground cable laying.
Anand Mohan Tiwari is an Independent Director of our Company. He holds bachelors of science and master of science
degrees from Banaras Hindu University. He also holds a master of business administration from University of Ljubljana.
He joined the Indian Administrative Services (IAS) in 1985 and has served in various departments of Government of
280Gujarat for more than 33 years in the social sector including area of women’s empowerment, rural development, tribal
development and education. He was also engaged as an adjunct professor with the Institute of Rural Management, Anand.
He also gained experience in the petrochemical industry through his tenure as the Managing Director of Gujarat Narmada
Valley Fertilizers & Chemicals Limited and Gujarat State Fertilizers & Chemicals Limited. In addition to being on the
Board of our Company, he serves on the board of TCL Intermediates Private Limited, Transpek Industry Limited and One
Small Strategy Private Limited.
Desai Alpesh Dharamsinh is an Independent Director of our Company. He holds a masters of technology degree in
energy systems & technology with a specialization in solar energy along with a Ph.D. in the field of “Optimization of
Decentralised Solar PV Implementation in India” from Pandit Deendayal Energy University. He has over 13 years of
experience in electrical and solar energy sector. He has served in various government and private companies engaged in
the field of solar energy sector including Gujarat Energy Development Agency (GEDA), U R Energy (India) Private
Limited, Prasad Gwk Cooltech Private Limited and Goldi Solar Private Limited. In addition to being on the Board of our
Company, he serves on the board of Surajdada Green Energy Private Limited and as a designated Partner in Arkadipta
Solar LLP.
Ishvarlal Mafatlal Bhavsar is an Independent Director of our Company. He completed his Bachelor of Engineering in
Electrical Engineering in 1969 from L. D. Engineering College. He has over 53 years of experience in the field of state
government administration and charitable foundations. He has served as chairman of the Gujarat Public Service
Commission, Ahmedabad, and Gujarat Energy Development Agency. He was also associated with Gujarat Urja Vikas
Nigam Limited and the Gujarat Electricity Board. In addition to being on the Board of our Company, he serves on the
board of Laxman Gyanpith Foundation, and JJ PV Solar Limited.
Shikha Agarwal is an Independent Director of our Company. She has been a member of the Institute of Chartered
Accountants of India since June 2008 and has over 14 years of experience in the field of finance and accounts. She has
served as a practising chartered accountant and is currently a founding and managing partner at Brains and Co LLP. She
has also been associated with Deloitte Haskins & Sells and the Gujarat Chamber of Commerce & Industry. In addition
to being on the Board of our Company, she serves on the board of Gulf Lloyds (India) Limited, Shyamkamal Investments
Limited and Aegies Infoware Limited.
Details of directorship in companies suspended or delisted
None of our Directors is or was a director of any listed company, whose shares have been or were suspended from being
traded on any stock exchanges, in the last five years prior to the date of this Prospectus, during the term of their
directorship in such company.
None of our Directors is, or was, a director of any listed company, which has been or was delisted from any stock
exchange during the term of their directorship in such company.
Relationship between our Directors, Key Managerial Personnel and Senior Management
None of our Directors, Key Managerial Personnel and Senior Management are related to each other:
Terms of appointment of our Executive Director, Managing Director, and Whole-Time Director
Kalpesh Dhanjibhai Patel
Kalpesh Dhanjibhai Patel is the Chairman and Executive Director, and one of the Promoters of our Company. He has
been associated with our Company since its incorporation. He was appointed as the Chairman and Executive Director of
our Company pursuant to the resolution passed by our Board dated July 25, 2025, and the resolution passed by our
Shareholders’ dated August 06, 2025, for a period of 3 years with effect from August 06, 2025.
According to the resolution of the Board dated July 25, 2025, and the Shareholders’ resolution dated August 06, 2025,
he is entitled to the following remuneration and perquisites:
Date of appointment August 06, 2025
Term of appointment 3 years with effect from August 06, 2025
Remuneration per annum (in ₹ Up to ₹ 100 Lakhs per annum with such annual increments/increases as may be
lakh) decided by the Board of Directors from time to time (which includes any
committees thereof).
Other Terms and Conditions/ • House rent allowance at the rate 100% of the Basic Salary.
281Perquisites and allowances of • Premium not to exceed Rs. 1,00,000/- per annum for personal accident
expenses insurance covering him and his spouse.
• Premium not to exceed Rs. 4,00,000/- per annum for savings‑linked/ non
linked life insurance plan(s).
• Contribution to Provident Fund, Super Annuation Fund or Annuity Fund.
• Gratuity payable at a rate not exceeding half a month's salary for each
completed year of service
• Reimbursement of all entertainment, traveling, hotel and other expenses
incurred by the Executive Director during the course of and in connection
with the business of the Company.
Such other perquisites and allowances as may be decided by the Board of
Directors of our Company from time to time (which includes any committees
thereof).
Kanubhai Patel
Kanubhai Patel is the Managing Director, and one of the Promoters of our Company. He has been associated with our
Company since incorporation. He was appointed as the Managing Director of our Company pursuant to the resolution
passed by our Board dated July 25, 2025, and the resolution passed by our Shareholders’ dated August 06, 2025, for a
period of 3 years with effect from August 06, 2025.
According to the resolution of the Board dated July 25, 2025 and the Shareholders’ resolution dated August 06, 2025, he
is entitled to the following remuneration and perquisites:
Date of appointment August 06, 2025
Term of appointment 3 years with effect from August 06, 2025
Remuneration per annum (in ₹ Up to ₹ 100 Lakhs per annum with such annual increments/increases as may be
lakh) decided by the Board of Directors from time to time (which includes any
committees thereof).
Other Terms and Conditions/ • House rent allowance at the rate 100% of the Basic Salary.
Perquisites and allowances of
expenses • Premium not to exceed Rs. 1,00,000/- per annum for personal accident
insurance covering him and his spouse.
• Premium not to exceed Rs. 4,00,000/- per annum for savings‑linked/ non
linked life insurance plan(s).
• Contribution to Provident Fund, Super Annuation Fund or Annuity Fund.
• Gratuity payable at a rate not exceeding half a month's salary for each
completed year of service
• Reimbursement of all entertainment, traveling, hotel and other expenses
incurred by the Managing Director during the course of and in connection
with the business of the Company.
Such other perquisites and allowances as may be decided by the Board of
Directors of our Company from time to time (which includes any committees
thereof).
Vasantkumar Narayanbhai Patel
Vasantkumar Narayanbhai Patel is the Whole-time Director, and one of the Promoters of our Company. He has been
associated with our Company since incorporation. He was appointed as the Whole-time Director of our Company
pursuant to the resolution passed by our Board dated July 25, 2025, and the resolution passed by our Shareholders’ dated
August 06, 2025.
According to the resolution of the Board dated July 25, 2025, and the Shareholders’ resolution dated August 06, 2025,
he is entitled to the following remuneration and perquisites:
282Date of appointment August 06, 2025
Term of appointment 3 years with effect from August 06, 2025
Remuneration per annum (in ₹ Up to ₹ 100 Lakhs per annum with such annual increments/increases as may
lakh) be decided by the Board of Directors from time to time (which includes any
committees thereof).
Other Terms and Conditions/ • House rent allowance at the rate 100% of the Basic Salary.
Perquisites and allowances of
• Premium not to exceed Rs. 1,00,000/- per annum for personal accident
expenses
insurance covering him and his spouse.
• Premium not to exceed Rs. 4,00,000/- per annum for savings‑linked/ non
linked life insurance plan(s).
• Contribution to Provident Fund, Super Annuation Fund or Annuity Fund.
• Gratuity payable at a rate not exceeding half a month's salary for each
completed year of service
• Reimbursement of all entertainment, traveling, hotel and other expenses
incurred by the Managing Director during the course of and in connection
with the business of the Company.
Such other Perquisites and allowances as may be decided by the Board of
Directors of the Company from time to time (which includes any
committees thereof).
Terms of appointment of our Independent Directors
Pursuant to a resolution passed by our Board on August 22, 2025, Shikha Agarwal, our Independent Director, is entitled
to receive sitting fees not exceeding ₹1.20 lakhs per anum for attending meetings of the Board or committees constituted
by the Board, while our other Independent Directors are entitled to receive sitting fees not exceeding ₹2.60 lakhs per
anum for attending such meetings.
Payment or benefit to Directors of our Company
Details of the remuneration and sitting or other remuneration paid to our Directors in Fiscal 2025 are set forth below.
Remuneration to our Executive Director, Managing Director and Whole-Time Director
Details of the remuneration paid to our Executive Director, Managing Director and Whole-Time Director in Fiscal 2025 is
set forth below:
(in ₹ lakh)
Sr. No. Name of the Director Remuneration
1. Kanubhai Patel 195.00
2. Kalpesh Dhanjibhai Patel 180.00
3. Vasantkumar Narayanbhai Patel 154.29
*As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, vide their certificate dated April 04, 2026.
Remuneration to our Independent Directors
The Independent Directors of our Company were appointed in Fiscal 2026, and accordingly, no sitting fees were paid to
them in Fiscal 2025.
Bonus or profit-sharing plan for our Directors
None of our Directors are party to any bonus (excluding performance linked incentive which is part of their remuneration)
or profit-sharing plan of our Company.
Contingent and deferred compensation payable to our directors
There is no contingent or deferred compensation payable to our directors, which does not form part of their remuneration.
283Shareholding of our Directors in our Company
Our Articles of Association do not require our Directors to hold any qualification shares.
Except as disclosed in “Capital Structure – Shareholding of our Directors, Key Managerial Personnel and Senior
Management in our Company” on page 108, none of our Directors hold any Equity Shares in our Company as on the date
of this Prospectus.
Arrangement or understanding with major shareholders, customers, suppliers or others
There is no arrangement or understanding with the major shareholders, customers, suppliers or others, pursuant to which
any of our Directors are appointed on the Board.
Further, none of our Key Managerial Personnel and members of our Senior Management have been appointed pursuant
to any arrangement or understanding with major shareholders, customers, suppliers or others.
Further, our Company does not have any Directors, Key Managerial Personnel or members of our Senior Management or
other person nominated by any Shareholder or any other person.
Interest of Directors
Our Independent Directors may be deemed to be interested to the extent of sitting fees payable, if any, to them for
attending meetings of our Board and committees thereof, and reimbursement of expenses available to them. Our
Executive Director, Managing Director and Whole-Time Director may be deemed to be interested to the extent of
remuneration and reimbursement of expenses payable to them as stated in “ - Terms of appointment of our Executive
Director, Managing Director, and Whole-time Director” on page 281. Our Directors may also be interested to the extent
of Equity Shares and to the extent of any dividend payable to them, if any, held by them or held by the entities in which
they are associated as promoters, directors, partners, proprietors, kartas or trustees or held by their relatives or that may
be subscribed by or allotted to the companies, firms, ventures, trusts in which they are interested as promoters, directors,
partners, proprietors, members or trustees, pursuant to the Issue. For further details regarding the shareholding of our
Directors, see “Capital Structure - Shareholding of our Directors, Key Managerial Personnel and Senior Management
in our Company” on page 108.
Further, our Directors, namely Kalpesh Dhanjibhai Patel, Kanubhai Patel and Vasantkumar Narayanbhai Patel have also
extended personal guarantees in favour of our lenders to secure the borrowings availed by our Company and may be
deemed to be interested to that extent. For further details in relation to the borrowings by our Company, see “Financial
Indebtedness” on page 374.
Kanubhai Patel and Vasantkumar Narayanbhai Patel, the Managing Director and Whole-time Director of our Company,
respectively, and Namrata K Patel, wife of our Chairman and Executive Director, Kalpesh Dhanjibhai Patel, have created
security by way of mortgage over certain immovable properties owned by them, in favour of the relevant lender, to secure
certain term loans and credit facilities availed by our Company.
Further, our Directors may also be directors on the board, or are shareholders, kartas, proprietors, members or partners,
of entities with which our Company has had transactions and may be deemed to be interested to the extent of the payments
made by our Company, or services provided by our Company, if any, to these entities.
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.
There is no conflict of interest between the suppliers of raw materials and third-party service providers (crucial for
operations of our Company) of our Company and our Directors.
Except as disclosed under “- Interest in transactions for acquisition of land, construction of building or supply of
machinery.” on page 285, there is no conflict of interest between our Directors and lessors of the immovable properties
of our Company, which are crucial for the operations of our Company. Please also see “Our Promoters and Promoter
Group – Confirmations”, “Our Promoters and Promoter Group - Interest in property acquired, acquisition of land,
construction of building and supply of machinery, etc.” and “Risk Factors - Some premises used by us are not registered
in our name and are located on leased premises. There can be no assurance that these lease agreements will be renewed
upon termination or that we will be able to obtain other premises on lease on same or similar commercial terms”on
pages 301, 298 and 35, respectively.
284None of our Directors have any interest in any property acquired in the preceding three year or proposed to be acquired
by our Company. Please also see “Our Promoters and Promoter Group – Interest in property acquired, acquisition of
land, construction of building and supply of machinery, etc.” and “Risk Factors - Some premises used by us are not
registered in our name and are located on leased premises. There can be no assurance that these lease agreements will
be renewed upon termination or that we will be able to obtain other premises on lease on same or similar commercial
terms on page 298 and 35.
Interest in transactions for acquisition of land, construction of building or supply of machinery
Except for certain premises which have been leased by our Directors to our Company and certain premises that have been
sold by our Company to our Directors and disclosed in the tables below, our Directors have no interest in any property
acquired, whether direct or indirect, by our Company, during the three years preceding the date of this Prospectus or
proposed to be acquired by our Company, or in the transactions for acquisition of land, construction of building or supply
of machinery.
Leased properties:
Consideration
Date of Address of
Lessor/Licensor Lessee/Licensee Tenure of Lease per month (in
Agreement Property
₹ lakh)
Leave and License Kalpesh Our Company A02- Shreeji 11 months 0.45
Agreement dated Dhanjibhai Patel, Exotica, Ognaj commencing from
August 27, 2025 Kanubhai Patel Circle to Santej August 01, 2025
and Vasantkumar Road, Santej, till June 30, 2026
Narayanbhai Patel Ahmedabad-
382721
Leave and License Kalpesh Our Company Shed No. 35, 11 months 0.35
Agreement dated Dhanjibhai Patel, Shivam Industrial commencing from
August 27, 2025 Kanubhai Patel Estate-4 August 01, 2025
and Vasantkumar Chandogar, till June 30, 2026
Narayanbhai Patel Ahmedabad
Leave and License Kanubhai Patel Our Company Plot No. 94, Shri 11 months 0.60
Agreement dated Hari Om Industrial commencing from
August 27, 2025 Estate, Gozaria- August 01, 2025
382825 till June 30, 2026
*The disclosed lease rental is applicable as on the date of filing of this Prospectus. The license fee is subject to escalation in accordance
with the terms of their respective agreements.
Note:
The transactions with related parties have been conducted in the ordinary course of business, and on an arm’s length basis, in
compliance with the Companies Act, 2013 and other applicable laws.
Sale properties:
Date of Consideration
Seller Buyer Address of Property
Agreement (in ₹ lakh)
Sale deed dated Our Company Kalpesh Sub-plots paiki Private Sub Plot No. 4.75
June 30, 2025 Dhanjibhai Patel 562, Shilpgram-9 Mouje Karannagar,
Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kalpesh Private Sub Plot No. 562 marg, 2.10
June 30, 2025 Dhanjibhai Patel Shilpgram-9 Mouje Karannagar, Sub-
District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kalpesh Sub-plots paiki Private Sub Plot No. 4.75
June 30, 2025 Dhanjibhai Patel 563, Shilpgram-9 Mouje Karannagar,
Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kalpesh Private Sub Plot No. 563 marg, 2.10
June 30, 2025 Dhanjibhai Patel Shilpgram-9 Mouje Karannagar, Sub-
District and Taluka Kadi, District
285Date of Consideration
Seller Buyer Address of Property
Agreement (in ₹ lakh)
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kalpesh Sub-plots paiki Private Sub Plot No. 4.75
June 30, 2025 Dhanjibhai Patel 564, Shilpgram-9 Mouje Karannagar,
Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kalpesh Private Sub Plot No. 564 marg, 2.10
June 30, 2025 Dhanjibhai Patel Shilpgram-9 Mouje Karannagar, Sub-
District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kanubhai Patel Sub-plots paiki Private Sub Plot No. 6.50
June 30, 2025 560, Shilpgram-9 Mouje Karannagar,
Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kanubhai Patel Private Sub Plot No. 560 marg, 3.00
June 30, 2025 Shilpgram-9 Mouje Karannagar, Sub-
District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kanubhai Patel Sub-plots paiki Private Sub Plot No. 8.00
June 30, 2025 561, Shilpgram-9 Mouje Karannagar,
Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kanubhai Patel Private Sub Plot No. 561 marg, 3.70
June 30, 2025 Shilpgram-9 Mouje Karannagar, Sub-
District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Vasantkumar Private Sub Plot No. 557 marg, 2.10
June 30, 2025 Narayanbhai Shilpgram-9 Mouje Karannagar, Sub-
Patel District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Vasantkumar Sub-plots paiki Private Sub Plot No. 4.75
June 30, 2025 Narayanbhai 557, Shilpgram-9 Mouje Karannagar,
Patel Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Vasantkumar Private Sub Plot No. 558 marg, 2.10
June 30, 2025 Narayanbhai Shilpgram-9 Mouje Karannagar, Sub-
Patel District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Vasantkumar Sub-plots paiki Private Sub Plot No. 4.75
June 30, 2025 Narayanbhai 558, Shilpgram-9 Mouje Karannagar,
Patel Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Vasantkumar Sub-plots paiki Private Sub Plot No. 4.75
June 30, 2025 Narayanbhai 559, Shilpgram-9 Mouje Karannagar,
Patel Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Vasantkumar Private Sub Plot No. 559 marg, 2.10
June 30, 2025 Narayanbhai Shilpgram-9 Mouje Karannagar, Sub-
Patel District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
For further details, see “Risk Factors - Some premises used by us are not registered in our name and are located on
leased premises. There can be no assurance that these lease agreements will be renewed upon termination or that we
will be able to obtain other premises on lease on same or similar commercial terms” on page 35.
Interest in promotion of our Company
Except for Kalpesh Dhanjibhai Patel, Kanubhai Patel, and Vasantkumar Narayanbhai Patel, who are also the Promoters
286of our Company, none of our Directors have any interest in the promotion or formation of our Company, as on the date
of this Prospectus.
Loans to Directors
As on the date of this Prospectus, no loans have been availed by our Directors from our Company.
Confirmations
None of our Directors have given any guarantees to any third party, with respect to the Equity Shares, as of the date of
this Prospectus.
No consideration in cash or shares or otherwise has been paid, or agreed to be paid to any of our Directors, or to the firms,
trusts or companies in which they may be partners or members respectively or in which they have interest, either to induce
such director to become, or to help such director to qualify as a Director, or otherwise for services rendered by him/her
or by the firm, trust or company in which he/she is interested, in connection with the promotion or formation of our
Company.
None of our Directors have been declared as Wilful Defaulters or Fraudulent Borrowers by any bank or financial
institution or consortium thereof, in accordance with the guidelines on Wilful Defaulters or Fraudulent Borrowers issued
by Reserve Bank of India.
None of our Directors has been declared a fugitive economic offender in accordance with the Fugitive Economic
Offenders Act, 2018.
Changes in our Board during the last three years
The changes in our Board during the three years immediately preceding the date of this Prospectus are set forth below.
Name of Director Date of Change Reasons
Kalpesh Dhanjibhai Patel August 06, 2025 Redesignated as the Chairman and Executive Director
Kanubhai Patel August 06, 2025 Redesignated as the Managing Director
Vasantkumar Narayanbhai August 06, 2025 Redesignated as the Whole-time Director
Patel
Anand Mohan Tiwari August 22, 2025 Appointment as an Additional Independent Director
Desai Alpesh Dharamsinh August 22, 2025 Appointment as an Additional Independent Director
Ishvarlal Mafatlal Bhavsar August 22, 2025 Appointment as an Additional Independent Director.
Shikha Agarwal August 22, 2025 Appointment as an Additional Independent Director
Anand Mohan Tiwari August 26, 2025 Regularisation as an Independent Director
Desai Alpesh Dharamsinh August 26, 2025 Regularisation as an Independent Director
Ishvarlal Mafatlal Bhavsar August 26, 2025 Regularisation as an Independent Director
Shikha Agarwal August 26, 2025 Regularisation as an Independent Director
Borrowing Powers
Pursuant to a resolution passed by our Shareholders at their meeting dated August 06, 2025, our Board is authorized to
borrow a sum or sums of money, which together with the monies already borrowed by our Company, apart from
temporary loans obtained or to be obtained by our Company in the ordinary course of business, for the purpose of the
business of the Company, in excess of our Company’s aggregate paid-up capital and free reserves, provided that the total
amount which may be so borrowed and outstanding shall not exceed a sum of ₹ 250 Crores.
Corporate Governance
As on the date of this Prospectus, there are 7 (seven) Directors on our Board comprising 3 (three) Executive Directors
and four Independent Directors, including one women Independent Director. Our Board functions either as a full board
or through various committees constituted to oversee specific functions. Our Company is in compliance and undertakes
to take all necessary steps to continue to comply with the corporate governance norms prescribed under the SEBI Listing
Regulations and the Companies Act in relation to the composition of our Board and constitution of committees thereof.
In compliance with Section 152 of the Companies Act, 2013, not less than two thirds of the Directors (excluding
287Independent Directors) are liable to retire by rotation.
Board committees
Our Company has constituted the following Board committees in terms of the SEBI Listing Regulations, and the
Companies Act:
(a) Audit Committee;
(b) Nomination and Remuneration Committee;
(c) Stakeholders’ Relationship Committee; and
(d) Corporate Social Responsibility Committee;
Audit Committee
The Audit Committee was constituted by a resolution passed by our Board dated September 16, 2025. The Audit
Committee is in compliance with Section 177 and other applicable provisions of the Companies Act and Regulation 18
of the SEBI Listing Regulations. The Audit Committee currently comprises of:
Sr. No. Name of Director Designation Committee Designation
1. Shikha Agarwal Independent Director Chairman
2. Ishvarlal Mafatlal Bhavsar Independent Director Member
3. Desai Alpesh Dharamsinh Independent Director Member
4. Anand Mohan Tiwari Independent Director Member
5. Kanubhai Patel Managing Director Member
Terms of Reference:
The Audit Committee shall be responsible for, among other things, as may be required by the stock exchange(s) or under
SEBI Listing Regulations from time to time, the following:
Powers of Audit Committee
The Audit Committee shall have powers, including the following:
(1) to investigate any activity within its terms of reference;
(2) to seek information from any employee;
(3) to obtain outside legal or other professional advice;
(4) to secure attendance of outsiders with relevant expertise, if it considers necessary; and
(5) Such powers as may be prescribed under the Companies Act and SEBI Listing Regulations.
Role of Audit Committee
The role of the Audit Committee shall include the following:
(1) oversight of financial reporting process and the disclosure of financial information relating to the Company to ensure
that the financial statements are correct, sufficient and credible;
(2) recommendation to the Board for appointment, re-appointment, replacement, remuneration and terms of
appointment of auditors of the Company and the fixation of the audit fee;
(3) approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(4) examining and reviewing, with the management, the annual financial statements and auditor's report thereon before
submission to the Board for approval, with particular reference to:
288a. matters required to be included in the director’s responsibility statement to be included in the Board’s report
in terms of clause (c) of sub-section 3 of section 134 of the Companies Act, 2013;
b. changes, if any, in accounting policies and practices and reasons for the same;
c. major accounting entries involving estimates based on the exercise of judgment by management;
d. significant adjustments made in the financial statements arising out of audit findings;
e. compliance with listing and other legal requirements relating to financial statements;
f. disclosure of any related party transactions; and
g. modified opinion(s) in the draft audit report.
(5) reviewing, with the management, the quarterly, half-yearly and annual financial statements before submission to
the Board for approval;
(6) reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,
rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer
document / prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of
proceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in this
matter;
(7) reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
(8) approval of any subsequent modification of transactions of the Company with related parties and omnibus approval
for related party transactions proposed to be entered into by the Company, subject to the conditions as may be
prescribed;
Explanation: The term "related party transactions" shall have the same meaning as provided in Clause 2(zc) of the
SEBI Listing Regulations and/or the applicable Accounting Standards and/or the Companies Act, 2013.
(9) scrutiny of inter-corporate loans and investments;
(10) valuation of undertakings or assets of the Company, wherever it is necessary;
(11) evaluation of internal financial controls and risk management systems;
(12) reviewing, with the management, performance of statutory and internal auditors, and adequacy of the internal
control systems;
(13) reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal
audit;
(14) discussion with internal auditors of any significant findings and follow-up thereon;
(15) reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected
fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
(16) discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-
audit discussion to ascertain any area of concern;
(17) looking into the reasons for substantial defaults in the payment to depositors, debenture holders, shareholders (in
case of non-payment of declared dividends) and creditors;
(18) reviewing the functioning of the whistle blower mechanism;
(19) monitoring the end use of funds through public offers and related matters;
289(20) overseeing the vigil mechanism established by the Company, with the chairman of the Audit Committee directly
hearing grievances of victimization of employees and directors, who used vigil mechanism to report genuine
concerns in appropriate and exceptional cases;
(21) approval of appointment of chief financial officer (i.e., the whole-time finance Director or any other person heading
the finance function or discharging that function) after assessing the qualifications, experience and background, etc.
of the candidate;
(22) reviewing the utilization of loans and/or advances from/investment by the holding company in the subsidiary
exceeding ₹1,000,000,000 or 10% of the asset size of the subsidiary, whichever is lower including existing loans/
advances/ investments existing as on the date of coming into force of this provision; and
(23) considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger,
amalgamation etc., on the listed entity and its shareholders;
(24) approving the key performance indicators for disclosure in the offer documents; and
(25) carrying out any other functions required to be carried out by the Audit Committee as may be decided by the Board
and/or as provided under the Companies Act, 2013, the SEBI Listing Regulations or any other applicable law, as
and when amended from time to time.
The Audit Committee shall mandatorily review the following information:
a. Management discussion and analysis of financial condition and results of operations;
b. Management letters / letters of internal control weaknesses issued by the statutory auditors;
c. Internal audit reports relating to internal control weaknesses;
d. The appointment, removal and terms of remuneration of the chief internal auditor;
e. Statement of deviations in terms of the SEBI Listing Regulations:
• quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock
exchange(s) where the Equity Shares are proposed to be listed in terms of the SEBI Listing Regulations;
• annual statement of funds utilised for purposes other than those stated in the Offer document/ prospectus/
notice in terms of the SEBI Listing Regulations.
f. review the financial statements, in particular, the investments made by any unlisted subsidiary; and
Such information as may be prescribed under the Companies Act, 2013, as amended and SEBI Listing Regulations.
Nomination and Remuneration Committee
The Nomination and Remuneration Committee was constituted by a resolution passed by our Board dated September 16,
2025. The composition and terms of reference of the Nomination and Remuneration Committee are in compliance with
Section 178 and other applicable provisions of the Companies Act 2013 and Regulation 19 of the SEBI Listing
Regulations. The Nomination and Remuneration Committee currently comprises of:
Sr. No. Name of Director Designation Committee Designation
1. Ishvarlal Mafatlal Bhavsar Independent Director Chairman
2. Shikha Agarwal Independent Director Member
3. Desai Alpesh Dharamsinh Independent Director Member
4. Anand Mohan Tiwari Independent Director Member
5. Kalpesh Dhanjibhai Patel Chairman and Executive Director Member
Terms of Reference
The Nomination and Remuneration Committee shall be responsible for, among other things, the following:
290(1) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and
recommend to the board of directors of the Company (the "Board" or "Board of Directors") a policy relating to
the remuneration of the directors, key managerial personnel and other employees ("Remuneration Policy");
(2) For appointment of an independent directors, evaluation of the balance of skills, knowledge and experience on the
Board and on the basis of such evaluation, preparation of a description of the role and capabilities required of an
independent director. The person recommended to the Board for appointment as an independent director shall have
the capabilities identified in such description. For the purpose of identifying suitable candidates, the Nomination and
Remuneration Committee may:
a. use the services of an external agencies, if required;
b. consider candidates from a wide range of backgrounds, having due regard to diversity; and
c. consider the time commitments of the candidates.
(3) Formulation of criteria for evaluation of independent directors and the Board;
(4) Devising a policy on Board diversity;
(5) Identifying persons who are qualified to become directors and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board their appointment and removal and carrying out
evaluation of every director's performance of Board, its committees and individual directors to be carried out either by
the Board, by the Nomination and Remuneration Committee or by an independent external agency and review its
implementation and compliance. The Company shall disclose the remuneration policy and the evaluation criteria in its
annual report;
(6) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors;
(7) Recommend to the Board, all remuneration, in whatever form, payable to senior management;
(8) The Nomination and Remuneration Committee, while formulating the Remuneration Policy, should ensure that-
a. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors
of the quality required to run the Company successfully;
b. relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
c. remuneration to directors, key managerial personnel and senior management involves a balance between fixed
and incentive pay reflecting short and long term performance objectives appropriate to the working of the
Company and its goals.
(9) frame suitable policies, procedures and systems to ensure that there is no violation of securities laws, as amended
from time to time, including:
a. the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; and
b. the Securities and Exchange Board of India (Prohibition of Fraudulent and Unfair Trade Practices Relating to
the Securities Market) Regulations, 2003, by the trust, the Company and its employees, as applicable.
(10) carrying out any other activities as may be delegated by the Board and other functions required to be carried out by
the Nomination and Remuneration Committee as provided under the Companies Act, 2013, the SEBI Listing
Regulations or any other applicable law, as and when amended from time to time.
Stakeholders’ Relationship Committee
The Stakeholders’ Relationship Committee was constituted by a resolution of our Board dated September 16, 2025. The
composition and terms of reference of Stakeholders’ Relationship Committee are in compliance with Section 178 and
any other applicable law of the Companies Act 2013 and Regulation 20 of the SEBI Listing Regulations. The
Stakeholders’ Relationship Committee currently comprises of:
291Committee
Sr. No. Name of Director Designation
Designation
1. Anand Mohan Tiwari Independent Director Chairman
2. Shikha Agarwal Independent Director Member
3. Vasantkumar Narayanbhai Patel Whole-time Director Member
Terms of Reference
The Stakeholders’ Relationship Committee shall be responsible for, among other things, as may be required under
applicable law, the following:
(1) considering and looking into various aspects of interest of shareholders, debenture holders and other security
holders;
(2) resolving the grievances of the security holders of the listed entity including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends, issue of
new/duplicate certificates, general meetings etc.;
(3) formulation of procedures in line with the statutory guidelines to ensure speedy disposal of various requests received
from shareholders from time to time;
(4) giving effect to allotment of Equity Shares, approval of transfer or transmission of Equity Shares, split of Equity
Shares, compliance with all the requirements related to shares, debentures or any other securities; review of
measures taken for effective exercise of voting rights by shareholders;
(5) review of measures taken for effective exercise of voting rights by shareholders;
(6) review of adherence to the service standards adopted by the listed entity in respect of various services being rendered
by the registrar & share transfer agent;
(7) to dematerialize or rematerialize the issued shares;
(8) resolving grievances of debenture holders related to creation of charge, payment of interest/principal, maintenance of
security cover and any other covenants.
(9) review of the various measures and initiatives taken by the listed entity for reducing the quantum of unclaimed
dividends and ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of
the company; and
(10) carrying out any other functions required to be carried out by the Stakeholders’ Relationship Committee as
contained in the SEBI Listing Regulations or any other applicable law, as and when amended from time to time.
Corporate Social Responsibility Committee
The CSR Committee was reconstituted at a meeting of our Board held on September 16, 2025. The scope and functions
of the CSR Committee is in accordance with the Companies Act and its terms of reference as stipulated pursuant to a
resolution dated September 16, 2025 passed by our Board are set forth below:
Sr. No. Name of Director Designation Committee Designation
1. Kalpesh Dhanjibhai Patel Chairman and Executive Director Chairman
2. Vasantkumar Narayanbhai Patel Whole-time Director Member
3. Kanubhai Patel Managing Director Member
4. Ishvarlal Mafatlal Bhavsar Independent Director Member
5. Desai Alpesh Dharamsinh Independent Director Member
Terms of Reference
The Corporate Social Responsibility Committee be and is hereby authorized to perform the following functions:
292(1) formulate and recommend to the Board, a “Corporate Social Responsibility Policy” which shall indicate the
activities to be undertaken by the Company as specified in Schedule VII of the Companies Act;
(2) review and recommend the amount of expenditure to be incurred on the activities referred to in clause (1) and
amount to be incurred for such expenditure shall be as per the applicable law;
(3) review and monitor the corporate social responsibility policy of the Company and its implementation from time to
time and timely completion of corporate social responsibility programmes; and
(4) any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the
Board or as may be directed by the Board from time to time and/or as may be required under applicable law, as and
when amended from time to time.
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293Management Organisation Structure
Board of Directors
Kalpesh P D ath ea l njibhai Kanubhai Patel NaV raa ys aa nn btk hu am i Pa ar tel Independent
Ex( eC ch ua tii vrm e Dan ir a ecn td o r) (Managing Director) (Whole Time Director) Directors
(CJ ai otH nme dna p dr OCard n o fai fyk mb ic k h S p eu a re lm ii )c a rP na ear ctt a ee r l y Bh (Car ha i OeC tk f f h u fF ie m cit n ea a a rn r )n M ciao ld i (G OV MB o picv ai ep ei irn ni P an d ttr ek l ia e nou sl n am iP n d aa ca e nr ent de )tl - (VAA P Simr c r uv e ob bi jn a P e sd l c tra atk el s ts u iP i oam da nneta )dner tl - Ishva Br hla al v M saa rfatlal D De hs aa ri a A mlp sie ns hh Ana Tnd iw M aro ihan Shikha Agarwal
Jayesh Rameshbhai
Patel (General
Manager-Finance)
Key Managerial Personnel and Senior Management
Key Managerial Personnel
The details of our Key Managerial Personnel, as of the date of this Prospectus are as follows:
In addition to Kalpesh Dhanjibhai Patel, our Chairman and Executive Director, Kanubhai Patel, our Managing Director
and Vasantkumar Narayanbhai Patel, our Whole-time Director, whose details are provided in ‘Brief Profiles of our
Directors’ above, the details of our other Key Managerial Personnel as on the date of this Prospectus are set forth below.
Chetan Bharatkumar Modi is the Chief Financial Officer of our Company. He joined our Company on September 29,
2025 as a Chief Financial Officer. He holds a ACCA diploma in International Financial Reporting and bachelor’s degree
in commerce from Gujarat University. He has also previously worked with Adani Estate Management Private Limited,
Sayaji Industries Limited, Abellon Clean Energy Limited, Mazda Limited, Veeda Clinical Research Limited and Dharmaj
Crop Guard Limited. He has been a member of the Institute of Chartered Accountants of India since May 2017 and has
over 7 years of experience in the field of finance and accounts. Since he joined our Company in Fiscal 2026, no
compensation was paid to him in Fiscal 2025.
Hardikkumar Jitendrabhai Patel is the Company Secretary and Compliance Officer of our Company. He was
appointed as the Company Secretary and Compliance Officer of our Company on July 24, 2025. He is a qualified
Company Secretary from the Institute of Company Secretaries of India. He is responsible for ensuring compliance with
applicable laws and regulations, maintenance of statutory records, timely filings with regulatory authorities, and
implementing the directions of the Board of our Company. Prior to joining our Company, he was employed with The
Sandesh Limited as the Company Secretary and Compliance Officer. He has over 6 years of experience. Since he joined
our Company in Fiscal 2026, no compensation was paid to him in Fiscal 2025.
Senior Management
In addition to Chetan Bharatkumar Modi, our Chief Financial Officer and Hardikkumar Jitendrabhai Patel, our Company
Secretary and Compliance Officer, whose details are provided in “Our Management-Key Managerial Personnel” on page
294 above, the details of members of our Senior Management in terms of SEBI ICDR Regulations, as on the date of this
Prospectus are set out below:
Arvindkumar Ambalal Patel is the Vice President- Project and Substation of our Company. He is associated with our
Company since April 01, 2025. He holds bachelor’s degree in engineering (electrical) from Saurashtra University. Prior
294to joining our Company, he was associated with Gujarat Energy Transmission Corporation Limited. He has over 34 years
of experience in the Power Transmission sector. Since he joined our Company in Fiscal 2026, no compensation was paid
to him in Fiscal 2025.
Bipinkumar Govindlal Patel is the Vice President- Operation and Maintenance of our Company. He is associated with
our Company since July 01, 2024. He holds bachelor’s degree in engineering (electrical) from Government Engineering
College, Modasa. Prior to joining our Company, he was associated with Gujarat Energy Transmission Corporation
Limited. He has over 33 years of experience in the Power Transmission sector. In Fiscal 2025, he has received an
aggregate compensation of ₹ 4.00 lakhs.
Jayesh Rameshbhai Patel is the General Manager- Finance of our Company. He is associated with our Company since
June 29, 2011. He holds bachelor’s and master’s degree in commerce from Hemchandracharya North Gujarat University
along with a bachelor’s degree in education from Swami Vivekanand Sarvoday Bank Education College, Mehsana. He
has been associated with our Company since incorporation. He has over 14 years of experience in finance and accounts.
In Fiscal 2025, he has received an aggregate compensation of ₹ 9.54 lakhs.
Status of Key Managerial Personnel and Senior Management
All the Key Managerial Personnel and members of our Senior Management are permanent employees of our Company.
Relationship among Key Managerial Personnel and Senior Management
None of our Key Managerial Personnel and members of our Senior Management are related to each other.
Bonus or profit-sharing plan for the Key Managerial Personnel and Senior Management
Except the performance bonus component of their remuneration and as disclosed in “ - Terms of appointment of our
Executive Director, Managing Director and Whole-Time Director” on page 281, none of our Key Managerial Personnel
or members of our Senior Management are party to any bonus or profit-sharing plan of our Company.
Shareholding of Key Managerial Personnel and Senior Management in our Company
Except as disclosed in “Capital Structure - Shareholding of our Directors, Key Managerial Personnel and Senior
Management in our Company” on page 108, none of our Key Managerial Personnel or members of our Senior
Management, hold any Equity Shares in our Company as on the date of this Prospectus.
Service Contracts and retirement or termination benefits with Directors and Key Managerial Personnel and Senior
Management
Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, no officer
of our Company, including our Directors, Key Managerial Personnel and members of our Senior Management, is entitled
to any benefits upon termination of employment under any service contract entered into with our Company and they are
governed by the terms of their respective appointment letters.
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management
As on the date of this Prospectus, there is no contingent or deferred compensation payable to our Key Managerial
Personnel and members of our Senior Management, which does not form part of their remuneration.
Arrangements and understanding with major shareholders, customers, suppliers or others
None of the Key Managerial Personnel nor the members of Senior Management of our Company have been appointed
pursuant to any arrangement or understanding with our major shareholders, customers, suppliers or others.
Loans to and deposits from Key Managerial Personnel and Senior Management
There are no outstanding loans availed by our Key Managerial Personnel or members of the Senior Management from
our Company.
Interest of Key Managerial Personnel and Senior Management
Other than as disclosed in “- Interest of Directors” above, the Key Managerial Personnel and members of our Senior
Management of our Company do not have any interest in our Company other than 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
295during the ordinary course of business.
Except as disclosed in the “- Interest of Directors” and “Risk Factors - Some premises used by us are not registered in
our name and are located on leased premises. There can be no assurance that these lease agreements will be renewed
upon termination or that we will be able to obtain other premises on lease on same or similar commercial terms.” on
pages 284 and 35, respectively, there are no premises leased by our Company from any Key Managerial Personnel or
members of our Senior Management of our Company.
There is no conflict of interest between our KMPs and members of our Senior Management and suppliers of raw materials
and third-party service providers of our Company (crucial for operations of our Company).
Except as disclosed in the “- Interest of Directors” on page 284, there is no conflict of interest between our KMPs and
members of our Senior Management and the lessor of immovable properties of our Company (crucial for operations of
our Company).
Changes in Key Managerial Personnel or Senior Management during the last three years
Except as disclosed in “Changes in our Board during the last three years” and as set out below, there are no other changes
in our Key Managerial Personnel or members of our Senior Management during the three years immediately preceding
the date of this Prospectus are set forth below:
Name Date of Change Reasons
Bipinkumar Govindlal Patel July 01, 2024 Appointment as the Vice President- Operation and
Maintenance
Arvindkumar Ambalal Patel April 01, 2025 Appointment as the Vice President- Project and Substation
Hardikkumar Jitendrabhai July 24, 2025 Appointment as Company Secretary and Compliance
Patel Officer
Jayesh Rameshbhai Patel July 01, 2025 Appointment as the General Manager- Finance
Chetan Bharatkumar Modi September 29, 2025 Appointment as Chief Financial Officer
Employee stock option and stock purchase schemes
As on the date of this Prospectus, our Company does not have any employee stock option scheme or stock appreciation
rights scheme.
Payment or Benefit to Key Managerial Personnel and Senior Management of our Company
No non-salary related amount or benefit has been paid or given since incorporation or intended to be paid or given to any
officer of our Company, including our Directors, Key Managerial Personnel and Senior Management other than in the
ordinary course of their employment.
296OUR PROMOTERS AND PROMOTER GROUP
The Promoters of our Company are Kalpesh Dhanjibhai Patel, Kanubhai Patel and Vasantkumar Narayanbhai Patel.
As on date of this Prospectus, our Promoters collectively hold 2,46,00,000 Equity Shares in our Company, representing
92.24% of the pre-Issue issued, subscribed and paid-up equity share capital of our Company. For details, see the section
titled “Capital Structure – Details of shareholding of our Promoters and members of the Promoter Group” on page 102.
Details of our Promoters are as follows:
Our Promoters
Kalpesh Dhanjibhai Patel, aged 51 years, is one of our Promoters and is also
the Chairman and Executive Director of our Company. He is an Indian national.
Date of Birth: July 01, 1974
Permanent Account Number: AGWPP7271J
For the complete profile of Kalpesh Dhanjibhai Patel, along with details of his
address, educational qualifications, experience in the business or employment,
position/posts held in the past, directorships held, other ventures, special
achievements and business and financial activities, see “Our Management – Brief
Profiles of our Directors” on page 280.
Kanubhai Patel, aged 54 years, is one of our Promoters and is also the Managing
Director of our Company. He is an Indian national.
Date of Birth: June 01, 1971
Permanent Account Number: ΑΙΟΡP0893N
For the complete profile of Kanubhai Patel, along with details of his address,
educational qualifications, experience in the business or employment,
position/posts held in the past, directorships held, other ventures, special
achievements and business and financial activities, see “Our Management – Brief
Profiles of our Directors” on page 280.
Vasantkumar Narayanbhai Patel, aged 52 years, is one of our Promoters and is
also the Whole-time Director of our Company. He is an Indian national.
Date of Birth: November 11, 1973
Permanent Account Number: AXQPP1512R
For the complete profile of Vasantkumar Narayanbhai Patel, along with details
of his address, educational qualifications, experience in the business or
employment, position/posts held in the past, directorships held, other ventures,
special achievements and business and financial activities, see “Our Management
– Brief Profiles of our Directors” on page 280.
297Our Company confirms that the permanent account number, Aadhaar card number, driving license number and bank
account number and passport number, as applicable of our Promoters have been submitted to the Stock Exchanges at the
time of filing the Draft Prospectus.
Change in control of our Company
Our Promoters are the original Promoters of the Company and there has been no change in the control of our Company
during the last five years preceding the date of this Prospectus. However, pursuant to a resolution dated July 25, 2025
adopted by our Board, Kalpesh Dhanjibhai Patel, Kanubhai Patel and Vasantkumar Narayanbhai Patel have been
identified as Promoters. For details in relation to the shareholding of our Promoters and Promoter Group, and changes in
the shareholding of our Promoter, including since incorporation, see “Capital Structure” on page 97.
Other ventures of our Promoter
Other than as disclosed below and in the sections entitled, “Our Management – Board of Directors” and “ - Entities
forming part of the promoter group” on pages 278 and 302, respectively, our Promoters are not involved in any other
ventures.
Interests of our Promoters
Our Promoters are interested in our Company to the extent that they have promoted our Company and to the extent of
their respective shareholding in our Company, the shareholding of their relatives and entities in which our Promoters are
interested and which hold Equity Shares in our Company; and the dividend payable upon such shareholding and any
other distributions in respect of their shareholding in our Company or the shareholding of their relatives or such entities,
if any. For further details, see “Capital Structure – Build-up of the shareholding of our Promoters in our Company” on
page 100. Additionally, our Promoters may also be interested in transactions entered into by our Company with other
entities (i) in which our Promoters hold shares, or (ii) controlled by our Promoters. For further details, see “Other
Financial Information - Related Party Transactions” on page 372.
Further, our Promoters namely, Kalpesh Dhanjibhai Patel, Kanubhai Patel and Vasantkumar Narayanbhai Patel, who are
also Directors and Key Managerial Personnel of our Company, may be deemed to be interested in the terms of their
appointment as such, including in relation to benefits, remuneration, reimbursement of expenses, etc., payable to them,
if any, in their capacity as Directors. For further details, see “Our Management” on page 278.
Kanubhai Patel and Vasantkumar Narayanbhai Patel, our Promoters, and Namrata K Patel, a member of our Promoter
Group, have created security by way of mortgage over certain immovable properties owned by them, in favour of the
relevant lender, to secure certain term loans and credit facilities availed by our Company.
No sum has been paid or agreed to be paid to our Promoters or to any firm or company in which our Promoters are
interested, in cash or shares or otherwise, by any person, either to induce them to become or to qualify them, as directors
or promoters or otherwise for services rendered by our Promoters or by such firm or company, in connection with the
promotion or formation of our Company.
Our Promoters do not have any interest in a venture that is involved in any activities similar to those conducted by our
Company.
Interest in property acquired, acquisition of land, construction of building and supply of machinery, etc.
Except certain premises which have been leased by our Promoters to our Company and certain premises that have been
sold by our Company to our Promoters and disclosed in the tables below, our Promoters have no interest in any property
acquired, whether direct or indirect, by our Company, during the three years preceding the date of this Prospectus or
proposed to be acquired by our Company, or in the transactions for acquisition of land, construction of building or supply
of machinery.
Leased properties:
Consideratio
Date of Address of
Lessor Lessee Tenure of Lease n per month
Agreement Property
(in ₹ lakh)
Leave and License Kalpesh Our Company A02- Shreeji 11 months 0.45
Agreement dated Dhanjibhai Patel, Exotica, Ognaj commencing from
August 27, 2025 Kanubhai Patel Circle to Santej August 01, 2025 till
and Vasantkumar Road, Santej, June 30, 2026
298Consideratio
Date of Address of
Lessor Lessee Tenure of Lease n per month
Agreement Property
(in ₹ lakh)
Narayanbhai Patel Ahmedabad-
382721
Leave and License Kalpesh Our Company Shed No. 35, 11 months 0.35
Agreement dated Dhanjibhai Patel, Shivam Industrial commencing from
August 27, 2025 Kanubhai Patel Estate-4 August 01, 2025 till
and Vasantkumar Chandogar, June 30, 2026
Narayanbhai Patel Ahmedabad
Leave and License Kanubhai Patel Our Company Plot No. 94, Shri 11 months 0.60
Agreement dated Hari Om commencing from
August 27, 2025 Industrial Estate, August 01, 2025 till
Gozaria- 382825 June 30, 2026
*The disclosed lease rental is applicable as on the date of filing of this Prospectus. The license fee is subject to escalation in accordance
with the terms of their respective agreements.
Note:
The transactions with related parties have been conducted in the ordinary course of business, and on an arm’s length basis, in
compliance with the Companies Act, 2013 and other applicable laws.
Sale properties:
Date of Consideratio
Seller Buyer Address of Property
Agreement n (in ₹ lakh)
Sale deed dated Our Company Kalpesh Sub-plots paiki Private Sub Plot No. 4.75
June 30, 2025 Dhanjibhai Patel 562, Shilpgram-9 Mouje Karannagar,
Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kalpesh Private Sub Plot No. 562 marg, 2.10
June 30, 2025 Dhanjibhai Patel Shilpgram-9 Mouje Karannagar, Sub-
District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kalpesh Sub-plots paiki Private Sub Plot No. 4.75
June 30, 2025 Dhanjibhai Patel 563, Shilpgram-9 Mouje Karannagar,
Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kalpesh Private Sub Plot No. 563 marg, 2.10
June 30, 2025 Dhanjibhai Patel Shilpgram-9 Mouje Karannagar, Sub-
District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kalpesh Sub-plots paiki Private Sub Plot No. 4.75
June 30, 2025 Dhanjibhai Patel 564, Shilpgram-9 Mouje Karannagar,
Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kalpesh Private Sub Plot No. 564 marg, 2.10
June 30, 2025 Dhanjibhai Patel Shilpgram-9 Mouje Karannagar, Sub-
District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kanubhai Patel Sub-plots paiki Private Sub Plot No. 6.50
June 30, 2025 560, Shilpgram-9 Mouje Karannagar,
Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kanubhai Patel Private Sub Plot No. 560 marg, 3.00
June 30, 2025 Shilpgram-9 Mouje Karannagar, Sub-
District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kanubhai Patel Sub-plots paiki Private Sub Plot No. 8.00
June 30, 2025 561, Shilpgram-9 Mouje Karannagar,
Sub-District and Taluka Kadi, District
299Date of Consideratio
Seller Buyer Address of Property
Agreement n (in ₹ lakh)
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Kanubhai Patel Private Sub Plot No. 561 marg, 3.70
June 30, 2025 Shilpgram-9 Mouje Karannagar, Sub-
District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Vasantkumar Private Sub Plot No. 557 marg, 2.10
June 30, 2025 Narayanbhai Patel Shilpgram-9 Mouje Karannagar, Sub-
District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Vasantkumar Sub-plots paiki Private Sub Plot No. 4.75
June 30, 2025 Narayanbhai Patel 557, Shilpgram-9 Mouje Karannagar,
Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Vasantkumar Private Sub Plot No. 558 marg, 2.10
June 30, 2025 Narayanbhai Patel Shilpgram-9 Mouje Karannagar, Sub-
District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Vasantkumar Sub-plots paiki Private Sub Plot No. 4.75
June 30, 2025 Narayanbhai Patel 558, Shilpgram-9 Mouje Karannagar,
Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Vasantkumar Sub-plots paiki Private Sub Plot No. 4.75
June 30, 2025 Narayanbhai Patel 559, Shilpgram-9 Mouje Karannagar,
Sub-District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
Sale deed dated Our Company Vasantkumar Private Sub Plot No. 559 marg, 2.10
June 30, 2025 Narayanbhai Patel Shilpgram-9 Mouje Karannagar, Sub-
District and Taluka Kadi, District
Mehsana-384002, Gujarat, India.
For further details, please see “Restated Financial Information – Note 30 – Related Party Disclosures” and “Risk Factors
- Some premises used by us are not registered in our name and are located on leased premises. There can be no assurance
that these lease agreements will be renewed upon termination or that we will be able to obtain other premises on lease
on same or similar commercial terms” on pages 352 and 35, respectively.
Payment or Benefits to Promoters or Promoter Group
Except in the ordinary course of business and as stated in the section entitled “Other Financial Information - Related
Party Transactions” on page 372, there have 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 Promoter or Promoter Group as on the date of this Prospectus.
Disassociation by our Promoters in the last three years
Except as disclosed below our Promoters have not disassociated with any company or firm in the last three years as on
the date of this Prospectus:
Name of Company or
Reasons for and
Firm from which
Name of the Promoter Circumstances Leading Date of Dis association
Promoter has
to Disassociation
Disassociated
Kalpesh Dhanjibhai Patel Resignation as
Devnandan Projects LLP July 19, 2024
designated partner
Kanubhai Patel Resignation as
Devnandan Projects LLP August 01, 2024
designated partner
Vasantkumar Resignation as
Devnandan Projects LLP July 19, 2024
Narayanbhai Patel designated partner
300Material Guarantees
As of the date of this Prospectus, our Promoters have not given any material guarantees with respect to the Equity Shares
of the Company.
Confirmations
Our Promoters and members of our Promoter Group have not been declared Wilful Defaulters or Fraudulent Borrowers
by any bank or financial institution or consortium thereof, in accordance with the guidelines on Wilful Defaulters or
Fraudulent Borrowers issued by Reserve Bank of India.
Our Promoters have not been declared as fugitive economic offenders under section 12 of the Fugitive Economic
Offenders Act, 2018.
Our Promoters and members of our Promoter Group have not been prohibited or debarred from accessing the capital
markets or debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any
other securities market regulator or any other authority, court or tribunal inside and outside India.
Our Promoters are not and have not been a promoter or director of any other company which is debarred from accessing
or operating in capital markets under any order or direction passed by SEBI or any other regulatory or governmental
authority.
Our Company, Promoters and Promoter Group are not involved in any illegal money mobilization scheme, in violation
of law.
None of our Promoters or Promoter Group are appearing in the list of directors of struck-off companies by the respective
the Registrar of Companies, Ministry of Corporate Affairs.
None of the entities forming part of our Promoter Group are appearing in the list of companies of struck-off by RoC,
Ministry of Corporate Affairs.
There is no conflict of interest between Promoters or members of our Promoter Group and the suppliers of raw materials
and third-party service providers of our Company (crucial for operations of our Company).
Except as disclosed above in “– Interest in property acquired, acquisition of land, construction of building and supply of
machinery, etc” on page 298, there is no conflict of interest between lessors of immovable property (crucial for operations
of our Company), of our company and the promoters and the members of the promoter group.
For further details, see “Summary of Related Party Transactions” on page 83.
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 the Promoter Group
The natural persons who are part of the Promoter Group (due to their relationship with our individual Promoters), other
than our individual Promoters, are as follows:
Name of member of the Promoter
Name of Promoter Relationship with the Promoter
Group
Dhanjibhai Jethidas Patel Father
Champaben Dhanjibhai Patel Mother
Namrata K Patel Spouse
Kiran Dhanjibhai Patel Brother
Kalpesh Dhanjibhai Patel
Bhavikaben Mahesh Patel Sister
Ghanshyam Patel Son
Pankti Kalpeshbhai Patel Daughter
Naranbhai Lilachand Patel Spouse’s Father
Savitaben Naranbhai Patel Spouse’s Mother
301Name of member of the Promoter
Name of Promoter Relationship with the Promoter
Group
Niravkumar Naranbhai Patel Spouse’s Brother
Neepa Sanjaykumar Patel Spouse’s Sister
Umedbhai Narottambhai Patel Father
Mukeshkumar Umedbhai Patel Brother
Vidyaben Rameshbhai Patel Sister
Patel Bhagvatiben S Sister
Hansaben Kiranbhai Patel Sister
Naynaben K Patel Spouse
Kanubhai Patel Fenil Patel Son
Pankti Kanubhai Patel Daughter
Kuberbhai Chaturdas Patel Spouse’s Father
Narmadaben K Patel Spouse’s Mother
Yogeshkumar Patel Spouse’s Brother
Sunita R Kapadia Spouse’s Sister
Pinkiben Rakeshkumar Patel Spouse’s Sister
Naranbhai Patel Father
Shantaben Patel Mother
Kamleshkumar Patel Brother
Ranjanben Mukeshbhai Patel Sister
Nitaben Vasantbhai Patel Spouse
Vasantkumar Narayanbhai Patel
Mausam Vasantkumar Patel Son
Pravinbhai Ishwarbhai Patel Spouse’s Brother
Shardaben Kantibhai Patel Spouse’s Sister
Chandrikaben Mahendrakumar Patel Spouse’s Sister
Yashodharaben Babulal Patel Spouse’s Sister
Daxaben Jayantibhai Patel Spouse’s Sister
Entities forming part of the Promoter Group
The entities forming part of our Promoter Group are as follows:
1. Devnandan Renewable Energy Private Limited
2. Patel Kalpesh Dhanjibhai (HUF)
3. Patel Kanubhai (HUF)
4. Patel Vasantkumar (HUF)
5. Vikram Selection (Partnership Firm)
6. Mahalxmi Texo Fab (Partnership Firm)
7. Maheshkumar Maganbhai Patel HUF
8. Jay Mataji Chemical (Partnership Firm)
9. Abaj Enterprise (Partnership Firm)
302OUR GROUP COMPANY
In accordance with the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018 (“SEBI ICDR Regulations”), for the purpose of identification of group companies, our Company has
considered:
(i) the companies (other than the promoter(s)) with which there were related party transactions, as covered under the
applicable accounting standards, during the period for which the Restated Financial Information has been disclosed
in this Prospectus; and
(ii) any other company as considered material by the Board (“Materiality Policy”).
In relation to point (ii) above (in addition to the companies identified as “group companies” under point (i) above), our
Board, through its resolution dated September 30, 2025 has also considered such companies as material for
classification as “group companies”, which are members of the Promoter Group in terms of Regulation 2(1)(pp) of the
SEBI ICDR Regulations, and have entered into one or more related party transactions during the last completed
financial year and stub period, which individually or in the aggregate, exceed 10% of the restated revenue from
operations of our Company, for the last completed financial year, as per the Restated Financial Information.
Based on the parameters outlined above, as on the date of this Prospectus, our Company has the following Group
Company:
1. Devnandan Renewable Energy Private Limited
A. Details of the Group Company
Set out below are details of our Group Company.
1. Devnandan Renewable Energy Private Limited
Registered Office
The registered office of Devnandan Renewable Energy Private Limited is situated at 236, Radhe Bunglows, Ambaji
Road, Patan, PATAN, Gujarat, India, 384265
Financial information
Certain financial information derived from the audited financial statements of Devnandan Renewable Energy
Private Limited for Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR Regulations, is available on the
website of Om Power Transmission Private Limited at www.ompowertransmission.com.
Nature and extent of interest of our Group Company
a) In the promotion of the Company
Our Group Company does not have any interest in the promotion of our Company.
b) In the properties acquired by our Company in the past three years before filing this Prospectus or proposed
to be acquired by our Company
Our Group Company is not interested in the properties acquired by our Company in the three years preceding the
filing of this Prospectus or proposed to be acquired by our Company.
c) In transactions for acquisition of land, construction of building and supply of machinery, etc.
Our Group Company is not interested in any transactions for acquisition of land, construction of building or supply
of machinery, etc.
B. Common pursuits among our Group Company and our Company
There are no common pursuits among our Company and our Group Company.
303C. Related business transactions within our Group Company and significance on the financial performance of
our Company
Except as disclosed in “Restated Financial Information – Note 30: Related Party Disclosures” on page 352, there
are no other related business transactions with our Group Company.
D. Litigation
As on the date of this Prospectus, there are no pending litigation involving our Group Company which will have a
material impact on our Company.
E. Business interest of our Group Company
Except in the ordinary course of business and as stated in “Restated Financial Information – Note 30: Related Party
Disclosures” on page 352, our Group Company does not have any business interest in our Company.
F. Other confirmations
As on the date of this Prospectus, the securities of our Group Company are not listed on any stock exchange in India
or abroad.
Further our Group Company has not made any public or rights issue (as defined under the SEBI ICDR Regulations)
of securities in the three years preceding the date of this Prospectus, and, therefore, there are no investor complaints
pending against them.
Our Group Company does not appear in the list of companies struck-off companies by RoC, Ministry of Corporate
Affairs.
There is no conflict of interest between our Group Company and their directors and suppliers of raw materials and
third-party service providers of our Company (crucial for operations of our Company).
Except as disclosed below, there is no conflict of interest between our Group Company and their directors and the
lessors of immovable properties of our Company (crucial for operations of our Company).
The Directors of our Group Company, namely Kalpesh Dhanjibhai Patel, Vasantkumar Narayanbhai Patel and
Kanubhai Patel, who are also the Directors in our Company, have leased certain premises to our Company, the
details of which are provided below:
Leased properties:
Consideration
Date of Address of
Lessor/Licensor Lessee/Licensee Tenure of Lease per month
Agreement Property
(in ₹ lakh)
Leave and Kalpesh Our Company A02- Shreeji 11 months 0.45
License Dhanjibhai Exotica, Ognaj commencing
Agreement dated Patel, Kanubhai Circle to Santej from August 01,
August 27, 2025 Patel and Road, Santej, 2025 till June
Vasantkumar Ahmedabad- 30, 2026
Narayanbhai 382721
Patel
Leave and Kalpesh Our Company Shed No. 35, 11 months 0.35
License Dhanjibhai Shivam commencing
Agreement dated Patel, Kanubhai Industrial Estate- from August 01,
August 27, 2025 Patel and 4 Chandogar, 2025 till June
Vasantkumar Ahmedabad 30, 2026
Narayanbhai
Patel
Leave and Kanubhai Patel Our Company Plot No. 94, Shri 11 months 0.60
License Hari Om commencing
Agreement dated Industrial Estate, from August 01,
August 27, 2025 Gozaria- 382825 2025 till June
30, 2026
304*The disclosed lease rental is applicable as on the date of filing of this Prospectus. The license fee is subject to escalation in
accordance with the terms of their respective agreements.
Note:
The transactions with related parties have been conducted in the ordinary course of business, and on an arm’s length basis, in
compliance with the Companies Act, 2013 and other applicable laws.
305DIVIDEND POLICY
The declaration and payment of dividends on our Equity Shares, if any, will be recommended by our Board and approved
by the Shareholders of our Company, at their discretion, subject to the provisions of the Articles of Association and the
applicable laws including the Companies Act, 2013 read with the rules notified thereunder, each as amended, together
with the applicable rules issued thereunder.
The dividend payable, if any, will depend on a number of internal and external factors, including but not limited to profits
earned or distributable surplus during the Fiscal, accumulated reserves including retained earnings, cash flows, debt
repayment schedules, if any, and external factors including, but not limited to the macro-economic environment,
regulatory changes and technological changes.
Our Board shall recommend or declare dividend as per the provisions of the Companies Act, 2013 and any other
applicable laws. Interim dividend shall be paid on declaration of the same by our Board and the final dividend will be
paid on the approval of Shareholders at a general meeting. Our Company has adopted a formal policy on dividend
declaration pursuant to resolution of board of directors dated September 16, 2025.
Our Company has not declared any dividends during the nine months period ended December 31, 2025 and the last three
Fiscals and from January 01, 2026 until the date of this Prospectus, on the Equity Shares. The past trend in relation to
our payment of dividends is not necessarily indicative of our dividend trend or dividend policy, in the future. For details
in relation to risks involved in this regard, please refer to “Risk Factors - Our Company has not paid dividends during
the last three Fiscals and during the current Fiscal. There can be no assurance that our Company will be in a position
to pay dividends in the future. Our ability to pay dividends in the future may be affected by any material adverse effect
on our future earnings, financial condition or cash flows.” on page 60.
306SECTION V: FINANCIAL INFORMATION
RESTATED FINANCIAL INFORMATION
[remainder of the page has been intentionally left blank]
307O.M.M.S & Associates
______________
O.M.M.S & Associates
1115, Palak Prime,
Opp Hotel Double-tree by Hilton,
Iscon-Ambli Road,
Ahmedabad- 380058
Gujarat, India
T: 079-66661631
Independent auditor’s Examination Report on Restated Financial Information
The Board of Directors,
Om Power Transmission Limited (Formerly, Om Power Transmission Private Limited)
703-706,7th Floor, Fortune Business Hub,
Near Shell Petrol Pump,
Science City Road,
Sola, Ahmedabad, Gujarat,
India – 380 060.
Dear Sirs,
1. We O.M.M.S & Associates have examined the attached Restated Financial Information of Om Power Transmission
Limited (Formerly, Om Power Transmission Private Limited) (the “Company” or the “Issuer”) comprising the Restated
Statement of Assets and Liabilities as at December 31, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, the
Restated Statement of Profit and Loss (including other comprehensive income), the Restated Statement of Changes in Equity,
the Restated Statement of Cash Flows for the period ended December 31, 2025, March 31, 2025, March 31, 2024 and March
31, 2023, and Notes to the Restated Financial Information including material accounting policies and other explanatory
information (collectively, the “Restated Financial Information”), as approved by the Board of Directors of the Company at
their meeting held on February 20, 2026, for the purpose of inclusion in the Red Herring Prospectus (“RHP”), prepared by
the Company in connection with its proposed Initial Public Offer (“IPO”) comprising a fresh issue of Equity Shares and offer
for sale of equity shares of face value of Rs. 10 each prepared in terms of the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as
amended ("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 Restated Financial Information
3082. The Company’s Board of Directors is responsible for the preparation of the Restated Financial Information for the purpose of
inclusion in the RHP to be filed with Securities and Exchange Board of India (“SEBI”), National Stock Exchange of India
Limited (“NSE Limited”) and BSE Limited (“BSE”) (collectively “stock exchanges”) in connection with the proposed IPO
(Fresh issue & offer for sale). The Restated Financial Information have been prepared by the management of the Company on
the basis of preparation stated in Note 1.2 to the Restated Financial Information. The Board of Directors of the Company’s
responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and
presentation of Restated Financial Information. The Board of Directors are also responsible for identifying and ensuring that
the Company complies with the Act, ICDR Regulations and the Guidance Note, as may be applicable.
Auditors’ Responsibilities
3. We have examined such Restated Financial Information taking into consideration:
a) The terms of reference and terms of our engagement are agreed upon with you in accordance with our engagement
letter dated February 11, 2025, requesting us to carry out the assignment, in connection with the proposed Offer of
the Company.
b) 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 Financial Information; and
d) 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 proposed IPO (Fresh issue & offer for sale).
Restated Financial Information
4. This Restated Financial Information has been compiled by the management of the company from:
a) The audited Ind AS financial statements of the Company as at and for the financial period ended December 31, 2025
and March 31, 2025, prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as
prescribed 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 which have been approved by the Board of
Directors at their meeting held on February 20, 2026, September 01, 2025;
b) The audited special purpose Ind AS financial statements of the company as at and for each of the years ended March
31, 2024 and March 31, 2023 (together hereinafter referred as the “Special Purpose Ind AS Financial Statements”)
each prepared in accordance with the Ind AS prescribed under section 133 of the Act read with Companies (Indian
Accounting Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which
have been approved by the Board of Directors at their meeting held on September 01, 2025. These Special Purpose
Ind AS Financial Statements had been prepared by making adjustments required under Ind AS to the audited IGAAP
financial statements of the Company as at and for the years ended March 31 2024 and March 31, 2023 (the “Statutory
Indian GAAP Financial Statements”) prepared in accordance with the Accounting Standards as prescribed under
Section 133 of the Act read with Companies (Accounting Standards) Rules 2021, as amended, and other accounting
principles generally accepted in India, which were approved by the Board of directors at their meeting held on
September 15, 2024, and September 05, 2023 respectively.
309Up to the financial year ended March 31, 2024 the Company prepared its financial statements in accordance with accounting
standards notified under Section 133 of the Companies Act, 2013, read together with paragraph 7 of Companies (Accounts)
Rule, 2014 ("Indian GAAP" or "Previous GAAP") due to which the Special Purpose Ind AS financial statements were
prepared under Ind AS 101 for the relevant periods involved.
The Audited Special Purpose Ind AS Financial Statements as at and for the years ended December 31, 2025, March 31, 2025,
March 31, 2024 and March 31, 2023 have been prepared after making suitable adjustment to the accounting heads from their
GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional
exemptions availed as per Ind AS 101 ) refer note 38 and as per presentation, accounting policies and grouping /classifications
, so that such financial statements are in compliance with Companies (Indian Accounting Standards) Rules 2015.
5. For the purpose of our examination, we have relied on:
a) Independent Auditors’ Report issued by us, dated September 01, 2025 and February 20, 2026 on the audited Ind AS
financial statements of the Company as at and for the financial period ended March 31, 2025 and December 31, 2025
as referred in paragraph 4(a) above.
b) Auditors’ reports issued by us dated September 01, 2025, on the Special Purpose Ind AS Financial Statements of the
Company as at and for each of the years ended March 31, 2024 and March 31, 2023 as referred in paragraph 4(b)
above.
6. Based on our examination and according to the information and explanations given to us as at and for the period ended
December 31, 2025, March 31, 2025, March 31, 2024 and March 31, 2023, we report that the Restated Financial Information:
a) have been prepared after incorporating adjustments for the changes in accounting policies, material errors and
regrouping/reclassifications (if any) retrospectively in the financial years ended March 31, 2024, and March 31, 2023
to reflect the same accounting treatment as per the accounting policies and grouping/classifications followed as at
and for the period ended December 31, 2025 and March 31, 2025;
b) does not contain any qualifications requiring adjustments for matter mentioned in para 6 (a). Moreover, those remarks
in the Companies (Auditor’s Report) Order, 2020 issued by the Central Government of India in terms of sub section
(11) of section 143 of the Act and certain instances with respect to feature of recording audit trail (edit log) facility,
pursuant to the requirements of Rule 11(g) of Companies (Audit and Auditors) Rules, 2014 for the period ended
December 31, 2025, which do not require any corrective adjustments in the Restated Financial Information have
been disclosed in note 41 to the Restated Financial Information; and
c) have been prepared in accordance with the Act, ICDR Regulations and the Guidance Note.
7. We have not audited any financial statements of the Company as of any date or for any period subsequent to December 31,
2025. Accordingly, we express no opinion on the financial position, results of operations, cash flows and statement of changes
in equity of the Company as of any date or for any period subsequent to December 31, 2025.
8. The Restated Financial Information do not reflect the effects of events that occurred subsequent to the respective dates of the
reports on the audited financial statements subsequent to the financial year ended December 31, 2025.
9. This report should neither in any way be constructed as a reissuance or re-dating of any of the previous audit reports issued
by us on the statutory purpose financial statements, nor should this report be construed as a new opinion on any of the financial
statements referred to herein.
10. We have no responsibility to update our report for events and circumstances occurring after the date of the report.
31011. Our report is intended solely for use of the Board of Directors for inclusion in the RHP to be filed with Securities and Exchange
Board of India and BSE limited and national stock exchange of India limited in connection with the proposed IPO (Fresh issue
& offer for sale). Our report should not be used, referred to, or distributed for any other purpose except with our prior consent
in writing. Accordingly, we do not accept or assume any liability or any duty of care for any other purpose or to any other
person to whom this report is shown or into whose hands it may come without our prior consent in writing.
For, O.M.M.S & Associates
Chartered Accountants
ICAI Firm Registration No.: 135149W
Chintan R Oza
Partner
Membership Number: 147132
UDIN: 26147132JSKJLB4747
Place: Ahmedabad
Date: February 20,2026
311Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Restated Statement of Assets and Liabilities
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
As at
As at As at As at
Particulars Notes December 31,
March 31, 2025 March 31, 2024 March 31, 2023
2025
ASSETS
Non-current assets
(a)Property, plant and equipment 2.1 887.43 648.90 704.43 766.05
(b)Investment Property 2.2 291.85 302.85 357.90 375.19
(c)Other intangible assets 2.3 - 0.09 0.12 0.16
(d)Financial assets
(i)Investments 3 13.75 13.75 13.75 14.00
(ii)Other financial assets 4 1,354.26 856.98 1,998.99 1,835.01
(e)Income Tax Assets 5 - - - 53.66
(f)Deferred tax assets (net) 5 183.45 114.42 223.11 75.80
(g)Other non-current assets 6 131.34 35.94 29.85 28.49
Total non-current assets 2,862.08 1,972.93 3,328.15 3,148.36
Current assets
(a)Inventories 7 788.73 747.16 194.79 266.95
(b)Financial assets
(i)Trade receivables 8 14,406.60 9,011.20 6,989.09 5,781.65
(ii)Cash and cash equivalents 9 43.20 68.58 17.16 15.16
(iii)Bank balances other than (ii) above 10 400.20 360.20 - -
(iv)Loans 11 1.77 - - -
(iv)Other financial assets 4 4,607.38 2,279.82 1,074.74 1,089.76
(c)Other current assets 6 895.82 538.55 181.05 212.35
(d)Asset classified as held for sale 2.2 - 38.70 - -
Total current assets 21,143.70 13,044.21 8,456.83 7,365.87
Total assets 24,005.78 15,017.14 11,784.98 10,514.23
EQUITY AND LIABILITIES
Equity
(a)Equity share capital 12 2,667.00 60.00 60.00 60.00
(b)Other equity 13 9,317.13 7,205.42 5,003.65 4,276.13
Total equity 11,984.13 7,265.42 5,063.65 4,336.13
Liabilities
Non-current liabilities
(a)Financial liabilities
(i)Borrowings 14 277.37 104.05 145.57 167.28
(ii)Other financial liabilities 15 107.22 201.89 110.42 110.42
(b)Provisions 16 273.64 246.74 133.74 62.20
Total non-current liabilities 658.23 552.68 389.73 339.90
Current liabilities
(a)Financial liabilities
(i)Borrowings 14 3,569.38 1,786.41 2,477.25 2,389.63
(ii)Trade payables
(a)total outstanding dues of micro enterprise and small enterprises 2,171.63 700.23 1,023.63 1,043.73
(b)total outstanding dues of creditors other than micro enterprises 17
3,184.60 3,816.71 1,883.16 1,494.51
and small enterprises
(iii)Other financial liabilities 15 567.23 204.15 191.86 155.35
(b)Other current liabilities 18 1,494.27 545.09 718.01 753.90
(c)Provisions 16 24.69 8.46 2.40 1.08
(d)Income tax liabilities (net) 5 351.62 137.99 35.29 -
Total current liabilities 11,363.42 7,199.04 6,331.60 5,838.20
Total liabilities 12,021.65 7,751.72 6,721.33 6,178.10
Total equity and liabilities 24,005.78 15,017.14 11,784.98 10,514.23
See accompanying notes to the Restated Financial Information 1-45
The accompanying notes are an integral part of the Restated Financial Information
As per our report of even date
For O.M.M.S & Associates For and on behalf of the Board of Directors
Chartered Accountants For, Om Power Transmission Limited
Firm's Registration No. 135149W
Chintan R Oza Kanubhai Patel Kalpesh Dhanjibhai Patel
Partner Managing Director Chairman and Executive Director
Membership No. 147132 DIN: 03522537 DIN:03516312
Place: Ahmedabad
Chetan Bharatkumar Modi Hardikkumar Jitendrabhai Patel
Date: February 20, 2026
Chief Financial Officer Company Secretary
Membership No: A55828
Place: Ahmedabad
Date: February 20, 2026
312Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Restated Statement Of Profit and Loss
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
For the Nine Months
For the Year ended For the Year ended For the Year ended
Particulars Notes Period ended
March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Income
Revenue from Operations 19 27,454.28 27,943.51 18,276.16 12,023.63
Other Income 20 195.91 221.26 163.29 147.10
Total Income 27,650.19 28,164.77 18,439.45 12,170.73
Expenses
Cost of Material Consumed 21 14,162.23 12,369.54 6,769.07 4,054.40
Project Related expenses 22 6,839.45 8,553.97 6,980.74 4,578.68
Employee benefits expense 23 2,568.06 3,132.15 2,859.96 1,871.09
Finance costs 24 534.32 600.49 524.40 440.19
Depreciation and amortisation expense 25 149.68 119.06 132.28 132.05
Other expenses 26 460.08 322.25 219.76 326.52
Total Expenses 24,713.82 25,097.46 17,486.21 11,402.93
Profit before tax 2,936.37 3,067.31 953.24 767.80
Tax expense:
(a)Current tax 5 672.02 744.38 354.69 219.17
(b)Tax for earlier period 5 (1.25) 3.51 0.01 2.64
(c)Deferred tax 5 (71.20) 110.94 (142.70) (77.73)
Total Tax Expenses 599.57 858.83 212.00 144.08
Profit for the year 2,336.80 2,208.48 741.24 623.72
Other Comprehensive Income
Items that will not be reclassified to profit or loss
Re-measurement gains/ (losses) on defined benefit plans 8.60 (8.96) (18.34) (1.14)
Tax on above 5 (2.16) 2.25 4.62 0.29
Other Comprehensive Income/(loss) for the year 6.44 (6.71) (13.72) (0.85)
Total Comprehensive Income for the year 2,343.24 2,201.77 727.52 622.87
Earnings per equity share of ₹ 10 each, fully paid
Basic 27 9.17 8.98 3.01 2.54
Diluted 27 9.17 8.98 3.01 2.54
See accompanying notes to the Restated Financial Information 1-45
The accompanying notes are an integral part of the Restated Financial Information
As per our report of even date
For O.M.M.S & Associates For and on behalf of the Board of Directors
Chartered Accountants For, Om Power Transmission Limited
Firm's Registration No. 135149W
Chintan R Oza Kanubhai Patel Kalpesh Dhanjibhai Patel
Partner Managing Director Chairman and Executive Director
Membership No. 147132 DIN: 03522537 DIN:03516312
Place: Ahmedabad
Chetan Bharatkumar Modi Hardikkumar Jitendrabhai Patel
Date: February 20, 2026
Chief Financial Officer Company Secretary
Membership No: A55828
Place: Ahmedabad
Date: February 20, 2026
313Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Restated Statement Of Cash Flows
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
For the Nine
Months For the Year For the Year For the Year
Particulars Period ended ended ended ended
December 31, March 31, 2025 March 31, 2024 March 31, 2023
2025
Cash flow from Operating Activities
Profit before tax 2,936.37 3,067.31 953.24 767.80
Adjustments to reconcile profit before tax to net cash provided by operating activities
-Depreciation and amortisation expense 149.68 119.06 132.28 132.05
-Loss / (Gain) on sale / disposal of property, plant and equipment and Intangible
(4.57) (5.82) (1.15) 1.29
assets, net
-Finance costs 534.32 600.49 524.40 440.19
-Gratuity Expense 51.72 110.09 54.54 22.33
-Interest income classified as investing cash flows (160.72) (162.34) (141.05) (115.86)
-Dividend income classified as investing cash flows - (2.06) (2.06) (2.06)
-Rental income classified as investing cash flows (13.62) (16.60) (16.23) (16.20)
-Allowance for credit losses on trade receivables 40.53 68.00 8.71 62.43
Operating profit before working capital changes 3,533.71 3,778.13 1,512.68 1,291.97
Changes in working capital:
Inventories (41.57) (552.37) 72.16 28.41
Trade receivables (5,435.92) (2,022.11) (1,207.42) (4,104.03)
Trade payables 813.05 1,610.14 368.56 1,517.27
Non-current / current financial and other assets (3,294.41) (854.84) (127.75) 2,120.79
Non-current / current financial and other liabilities/provisions 1,173.90 (69.16) 0.61 413.47
Cash (used) in / generated from operating activities (3,251.24) 1,889.80 618.83 1,267.89
Income taxes paid (net) (487.37) (645.19) (265.75) (262.49)
Net cash (used) in / generated from operating activities (A) (3,738.61) 1,244.61 353.08 1,005.40
Cash flow from Investing Activities:
Payments for property, plant and equipment, intangible assets and Investment
(354.31) (48.60) (55.02) (222.91)
Property
Proceeds from sale of property, plant and equipment, Investment Property 63.40 7.27 2.85 15.31
Proceeds from/Purchase of sale of investments - - 0.25 (6.74)
-Interest income classified as investing cash flows 122.16 162.34 141.05 115.86
-Dividend income classified as investing cash flows - 2.06 2.06 2.06
-Rental income classified as investing cash flows 13.62 16.60 16.23 16.20
Net Cash (used in) Investing Activities (B) (155.13) 139.67 107.42 (80.22)
Cash flow from Financing Activities:
Proceeds / (Repayment) (net) of Long-term borrowings 216.54 (41.53) (21.71) (901.96)
Proceeds / (Repayment) (net) of Short-term borrowings 1,739.76 (690.84) 87.62 425.67
Finance costs paid (463.41) (600.49) (524.40) (440.19)
Proceeds from issue of equity shares 2,401.20 - - -
Share issue costs (25.73) - - -
Net Cash generated from / (used in) Financing Activities (C) 3,868.36 (1,332.86) (458.50) (916.48)
Net (decrease) / increase in cash and cash equivalents (A+B+C) (25.38) 51.42 2.00 8.70
Cash and cash equivalents at the beginning of the year 68.58 17.16 15.16 6.46
Cash and cash equivalents at the end of the year 43.20 68.58 17.16 15.16
Note:
1. The above Standalone Cash Flow Statement is prepared under the “Indirect Method” as set out in Ind AS 7, ‘Statement of Cash Flows’.
Cash and cash equivalents include:
As at
As at As at As at
Particulars December 31,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Balances with Banks
-On current accounts 13.76 52.09 2.06 0.24
Cash on hand 29.44 16.49 15.10 14.92
Total Cash and cash equivalents 43.20 68.58 17.16 15.16
2. Changes in liabilities arising from financing activities:
Particulars April 1, 2025 Cash flows December 31, 2025
Borrowings‐Non-Current (Including Current Maturities) 165.46 216.54 381.99
Borrowings‐Current 1,725.00 1,739.76 3,464.76
Finance costs - (463.41) -
Particulars April 1, 2024 Cash flows March 31, 2025
Borrowings‐Non-Current (Including Current Maturities) 220.28 (54.83) 165.46
Borrowings‐Current 2,402.53 (677.53) 1,725.00
Finance costs - (600.49) -
Particulars April 1, 2023 Cash flows March 31, 2024
Borrowings‐Non-Current (Including Current Maturities) 248.03 (27.74) 220.28
Borrowings‐Current 2,308.88 93.65 2,402.53
Finance costs - (524.40) -
Particulars April 1, 2022 Cash flows March 31, 2023
Borrowings‐Non-Current (Including Current Maturities) 364.60 (116.57) 248.03
Borrowings‐Current 2,668.60 (359.72) 2,308.88
Finance costs - (440.19) -
314Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Restated Statement Of Cash Flows
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
See accompanying notes to the Restated Financial Information 1-45
The accompanying notes are an integral part of the Restated Financial Information
As per our report of even date
For O.M.M.S & Associates For and on behalf of the Board of Directors
Chartered Accountants For, Om Power Transmission Limited
Firm's Registration No. 135149W
Chintan R Oza Kanubhai Patel Kalpesh Dhanjibhai Patel
Partner Managing Director Chairman and Executive Director
Membership No. 147132 DIN: 03522537 DIN:03516312
Place: Ahmedabad
Chetan Bharatkumar Modi Hardikkumar Jitendrabhai Patel
Date: February 20, 2026 Chief Financial Officer Company Secretary
Membership No: A55828
Place: Ahmedabad
Date: February 20, 2026
315Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Restated Statement of Changes in Equity
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
(A) Equity share capital
For the nine months period ended December 31, 2025 31 December 2025
Equity shares of ₹ 10 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2025 6,00,000 60.00
Changes in equity share capital during the period 2,60,70,000 2,607.00
Balance as at 31 December 2025 2,66,70,000 2,667.00
For the year ended 31 March 2025 31 March 2025
Equity shares of ₹ 10 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2024 6,00,000 60.00
Changes in equity share capital during the year - -
Balance as at 31 March 2025 6,00,000 60.00
For the year ended 31 March 2024 31 March 2024
Equity shares of ₹ 10 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2023 6,00,000 60.00
Changes in equity share capital during the year - -
Balance as at 31 March 2024 6,00,000 60.00
For the year ended 31 March 2023 31 March 2023
Equity shares of ₹ 10 each issued, subscribed and fully paid No. of shares Amount
Balance as at 1 April 2022 6,00,000 60.00
Changes in equity share capital during the year - -
Balance as at 31 March 2023 6,00,000 60.00
(B) Other equity
For the nine months period ended December 31, 2025
Reserve and Surplus Total
Particulars Retained Earnings Securities
(Including OCI) Premium
Balance as at April 01, 2025 7,205.42 - 7,205.42
Profit for the period 2,336.80 - 2,336.80
Other comprehensive Income for the period 6.44 - 6.44
Total Comprehensive Income 2,343.24 - 2,343.24
Less: Utilised towards issue of bonus shares (2,400.00) - (2,400.00)
On issue of equity shares during the period - 2,194.20 2,194.20
Utilized towards expenses for fresh issue of equity shares - (25.73) (25.73)
Balance as at December 31, 2025 7,148.66 2,168.47 9,317.13
For the year ended March 31, 2025
Reserve and Surplus Total
Particulars Retained Earnings Securities
(Including OCI) Premium
Balance as at April 01, 2024 5,003.65 - 5,003.65
Profit for the year 2,208.48 - 2,208.48
Other comprehensive Income for the year (6.71) - (6.71)
Total Comprehensive Income 2,201.77 - 2,201.77
Balance as at March 31, 2025 7,205.42 - 7,205.42
For the year ended March 31, 2024
Reserve and Surplus Total
Particulars Retained Earnings Securities
(Including OCI) Premium
Balance as at April 01, 2023 4,276.13 - 4,276.13
Profit for the year 741.24 - 741.24
Other comprehensive (loss) for the year (13.72) - (13.72)
Total Comprehensive Income 727.52 - 727.52
Balance as at March 31, 2024 5,003.65 - 5,003.65
For the year ended March 31, 2023
Reserve and Surplus Total
Particulars Securities
Retained Earnings
Premium
Balance as at April 01, 2022 3,823.86 - 3,823.86
Changes due to first time adoption of Ind As (Refer note 38) (170.60) (170.60)
Restated Balance as at April 01, 2022 3,653.26 - 3,653.26
Profit for the year 623.72 - 623.72
Other comprehensive (loss) for the year (0.85) - (0.85)
Total Comprehensive Income 622.87 - 622.87
Balance as at March 31, 2023 4,276.13 - 4,276.13
316Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Restated Statement of Changes in Equity
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
See accompanying notes to the Restated Financial Information 1-45
The accompanying notes are an integral part of the Restated Financial Information
As per our report of even date
For O.M.M.S & Associates For and on behalf of the Board of Directors
Chartered Accountants For, Om Power Transmission Limited
Firm's Registration No. 135149W
Chintan R Oza Kanubhai Patel Kalpesh Dhanjibhai Patel
Partner Managing Director Chairman and Executive Director
Membership No. 147132 DIN: 03522537 DIN:03516312
Place: Ahmedabad Chetan Bharatkumar Modi Hardikkumar Jitendrabhai Patel
Date: February 20, 2026 Chief Financial Officer Company Secretary
Membership No: A55828
Place: Ahmedabad
Date: February 20, 2026
317Om Power Transmission Limited (Formerly Known As Om Power Transmission Private Limited)
Notes to the Restated Financial Information as at and for the Nine Month Period ended December 31, 2025
1 Statement of Corporate Information, Basis of preparation and compliance, Material Accounting Policy, Key accounting
estimates and judgements.
1.1 Corporate Information
Om Power Transmission Limited (Formerly, Om Power Transmission Private Limited) (the “Company” or “Om Power” or
“OPTL”) is a Company domiciled in India. The Company having CIN U45204GJ2011PLC066092, is an Engineering, Procurement
and Construction (EPC) Company offering a wide range of integrated end-to-end services including infrastructures project, power
transmission and distribution, Extra High Voltage (EHV) substation including design, supply, civil works, construction,
underground cabling, testing, Construction and Operation & Maintenance. The registered office of the Company is located at 703
to 706, 7th Floor, Fortune Business Hub, Nr. Shell Petrol Pump, Science City Road , Sola , Ahmedabad, Gujarat, India - 380060.
With effect from, September 12,2025 approval for the change of the name of the Company has been accorded by Ministry of
Corporate Affairs (MCA) from Om Power Transmission Private Limited to Om Power Transmission Limited. Post that, with effect
from September 15,2025, the name of the Company has been changed from Om Power Transmission Private Limited to Om Power
Transmission Limited as per fresh incorporation certificate issued by Ministry of Corporate Affairs (MCA) and accordingly, the
Company has become a public limited company with effect from such date.
1.2 Basis of preparation and statement of compliance
The Restated Financial Information comprises of the Restated Statement of Asset and Liabilities as at December 31, 2025, March
31, 2025, March 31, 2024, and March 31, 2023, the Restated Statement of Profit and Loss (including Other Comprehensive Income),
the Restated Statement of Cash Flows and the Restated Statement of Changes in Equity for the period ended December 31, 2025,
March 31, 2025, March 31, 2024 and March 31, 2023 and the notes comprising material accounting policies and other explanatory
information (collectively referred to as “Restated Financial Information”).
The Restated Financial Information comply in all material aspects with Indian Accounting Standards (Ind AS) notified under the
Act, Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and other relevant provisions of the
Act.
The Restated Financial Information has been approved by the Board of Directors of the Company at their meeting held on February
20, 2026 and has been specifically prepared by the management for inclusion in the Red Herring Prospectus (“RHP”) to be filed by
the Company with Securities and Exchange Board of India (‘SEBI’), the National Stock Exchange of India Limited and BSE Limited
(collectively, the ‘Stock Exchanges’) in connection with the proposed Initial Public Offer (“IPO”) comprising of a fresh issue of
equity shares and an offer for sale of Company’s equity shares of face value of INR 10 each (referred to as the 'Offer”). The Restated
Financial Information has been prepared by the management of the Company to comply in all material respects with the
requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (‘the Act’) as amended from time to time.
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended to
date ("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”).
The Restated Financial Information has been compiled from: -
The audited Ind AS financial statements of the Company as at and for the financial period ended December 31, 2025,
prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed 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 which have been approved by the Board of Directors at their meeting held on February 20,
2026;
The audited Ind AS financial statements of the Company as at and for the financial year ended March 31, 2025, prepared
in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed 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 which have been approved by the Board of Directors at their meeting held on September 01,
2025;
318Om Power Transmission Limited (Formerly Known As Om Power Transmission Private Limited)
Notes to the Restated Financial Information as at and for the Nine Month Period ended December 31, 2025
The audited special purpose Ind AS financial statements of the company as at and for each of the years ended March 31,
2024 and March 31, 2023 (together hereinafter referred as the “Special Purpose Ind AS Financial Statements”) each
prepared in accordance with the Ind AS prescribed under section 133 of the Act read with Companies (Indian Accounting
Standards) Rules 2015, as amended, and other accounting principles generally accepted in India, which have been approved
by the Board of Directors at their meeting held on September 01, 2025. These Special Purpose Ind AS Financial Statements
had been prepared by making adjustments required under Ind AS to the audited IGAAP financial statements of the
Company as at and for the years ended March 31 2024 and March 31, 2023 (the “Statutory Indian GAAP Financial
Statements”) prepared in accordance with the Accounting Standards as prescribed under Section 133 of the Act read with
Companies (Accounting Standards) Rules 2021, as amended, and other accounting principles generally accepted in India,
which were approved by the Board of directors at their meeting held on September 15, 2024, and September 05, 2023
respectively.
The special purpose Ind AS financial statements for the years ended March 31, 2024 and March 31, 2023 have been prepared using
the financial statements which were earlier prepared in accordance with Accounting Standards prescribed under section 133 of the
Act, read with the Companies (Accounting Standards) Rules, 2021 and other accounting principles generally accepted in India
(hereinafter referred to as ‘Indian GAAP financial statements’) for the respective aforementioned periods, being the applicable
financial reporting framework of the Company in such periods. The said audited Indian GAAP financial statements have been
adjusted for the differences in the accounting principles on transition to Ind AS, as per the requirements of Ind AS 101, First-time
Adoption of the Indian Accounting Standards (‘Ind AS 101’).
The accounting policies have been consistently applied by the Company in preparation of the Restated Financial Information and
are consistent with those adopted in the preparation of the special purpose Ind AS financial statements as at and for the period ended
December 31, 2025 and March 31, 2025.
The Restated Financial Information have been prepared so as to contain information / disclosures and incorporating adjustments set
out below in accordance with the SEBI ICDR Regulations:
a) No Adjustments to the profits or losses of the earlier periods and of the period in which the change in the accounting policy has
taken place is recomputed 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, if any;
b) Adjustments for reclassification and regrouping of the corresponding items of income, expenses, assets, liabilities and cash flows,
in order to bring them in line with the groupings as per the special purpose Ind AS financial statements as at and for the period
ended December 31, 2025, March 31, 2025, March 31, 2024 and March 31, 2023 and the requirements of the ICDR Regulations, if
any; and
c) The resultant impact of tax due to the aforesaid adjustments, if any.
The Restated Financial Information has been prepared using going concern assumption and on a historical cost convention, except
for certain financial assets and liabilities and defined benefit obligations, which are measured at fair value.
The Restated Financial Information is presented in Indian Rupee (INR), which is also the Company’s functional currency. All
amounts disclosed in the Restated Financial Information and notes thereto have been rounded off to the nearest lakhs, unless
otherwise stated. Any amount appearing in restated financial information as ‘0.00’ represent amount less than INR 500.
All the assets and liabilities have been classified as current or non-current, wherever applicable, as per the operating cycle of the
Company as per the guidance set out in Schedule III to the Act. Operating cycle for the business activities of the Company covers
the duration of the project/ contract/ service including the defect liability/ warranty period and extends up to the realisation of
receivables (including retention monies) within the credit period normally applicable to the respective project/ contract/ service.
Deferred tax assets and liabilities are classified as non-current only.
The accounting policies have been consistently applied by the Company in preparation of the Restated Financial Information and
are consistent with those adopted in the preparation of financial statements for the period ended December 31, 2025.
319Om Power Transmission Limited (Formerly Known As Om Power Transmission Private Limited)
Notes to the Restated Financial Information as at and for the Nine Month Period ended December 31, 2025
1.3 Material Accounting Policy (MAP)
a) Revenue Recognition
Revenue is measured based on the transaction price, which is the consideration, adjusted for variable considerations, if any, as
specified in the contracts with the customers. Revenue excludes taxes collected from customers on behalf of the government.
Accruals for variable considerations are estimated based on accumulated experience and underlying agreements with customers.
Sale of Goods:
Revenue from sale of products is recognized when the control of the goods have been transferred to the customer. The performance
obligation in case of sale of products is satisfied at a point in time, i.e. when the material is dispatched to the customer or on delivery
to the customer, as may be specified in the contract.
Rendering of services:
Revenue from services is recognized over time by measuring progress towards satisfaction of performance obligation for the
services rendered. The Company uses Input/ Output method for measurement of revenue from rendering of services based on work
executed.
The Company satisfies a performance obligation and recognises revenue over time, if one of the following criteria is met:
- As the entity performs, the customer simultaneously receives and consumes the benefits provided by the entity’s performance.
- The entity’s performance creates or enhances an asset (e.g., work in progress) that the customer controls as the asset is created or
enhanced.
- The entity’s performance does not create an asset with an alternative use to the entity and the entity has an enforceable right to
payment for performance completed to date.
Performance obligations with reference to EPC contracts are satisfied over the period of time, and accordingly, revenue from such
contracts is recognised based on progress of performance determined using input method with reference to the cost incurred on
contract and their estimated total costs. Margin is not recognised until the outcome of the contract is certain. Transaction price is
the amount of consideration to which the Company expects to be entitled in exchange for transferring goods or services to a customer
excluding amounts collected on behalf of a third party. Revenue, measured at transaction price, is adjusted towards liquidated
damages, time value of money and price variations, escalation, change in scope etc. wherever, applicable. Variation in contract
work and other claims are included to the extent that the amount can be measured reliably, and it is agreed with customer.
The Company evaluates whether each contract consists of a single performance obligation or multiple performance obligations.
Due to the nature of the work required to be performed on many of the performance obligations, the estimation of total revenue and
cost at completion is subject to many variables and requires significant judgement. The Company considers its experience with
similar transactions and expectations regarding the contract in estimating the amount of variable consideration to which it will be
entitled and determining whether the estimated variable consideration should be constrained. The Company includes estimated
amounts in the transaction price to the extent it is probable that a significant reversal of cumulative revenue recognised will not
occur when the uncertainty associated with the variable consideration is resolved.
Revenue is recognised when the Company satisfies performance obligations by transferring the promised services or goods to its
customers. When there is uncertainty as to measurement or ultimate collectability, revenue recognition is postponed until such
uncertainty is resolved.
Contract modifications are accounted for when additions, deletions or changes are approved either to the contract scope or contract
price.
Progress billings are generally issued upon completion of certain phases of the work as stipulated in the contract. Billing terms of
the overtime contracts vary but are generally based on achieving specified milestones. The difference between the timing of revenue
recognised and customer billings result in changes to contract assets and contract liabilities. Contractual retention amounts billed to
customers are generally due upon expiration of the contract period.
The contracts generally result in revenue recognised in excess of billings which are presented as contract assets in the Balance Sheet.
Amounts billed and due from customers are classified as receivables in the Balance Sheet. The portion of the payments retained by
the customer until final contract settlement is not considered a significant financing component since it is usually intended to provide
customer with a form of security for Company’s remaining performance as specified under the contract, which is consistent with
the industry practice. Contract liabilities represent amounts billed to customers in excess of revenue recognised till date. Liability
320Om Power Transmission Limited (Formerly Known As Om Power Transmission Private Limited)
Notes to the Restated Financial Information as at and for the Nine Month Period ended December 31, 2025
is recognised for advance payments, and it is not considered as a significant financing component since it is used to meet working
capital requirements at the time of project mobilization stage. The same is presented as contract liability in the Balance Sheet.
Estimates of revenue and costs are reviewed periodically and revised, wherever circumstances change, resulting in increases or
decreases in revenue determination, is recognised in the statement of profit and loss in the period in which estimates are revised.
Costs to obtain a contract which are incurred regardless of whether the contract was obtained are charged off in statement of profit
and loss immediately in the period in which such costs are incurred.
i. Contract assets (Unbilled Revenue):
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the company performs
by transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset is
recognised for the earned consideration that is conditional.
ii. Trade receivables:
A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the passage of time is
required before payment of the consideration is due).
iii. Contract liabilities (Unearned Revenue):
A contract liability is the obligation to transfer goods or services to a customer for which the company has received consideration
(or an amount of consideration is due) from the customer. If a customer pays consideration before the company transfers goods or
services to the customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier).
Contract liabilities are recognised as revenue when the Company performs under the contract.
Other Income
Interest income from financial assets is recognised using the effective interest rate method. The effective interest rate is the rate that
exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of a
financial asset. When calculating the effective interest rate, the Company estimates the expected cash flow by considering all the
contractual terms of the financial instrument but does not consider the expected credit losses.
Dividends are recognised in the Statement of Profit and Loss only when the right to receive payment is established; it is probable
that the economic benefits associated with the dividend will flow to the company and the amount of the dividend can be measured
reliably.
Insurance claims are accounted for on the basis of claims admitted and to the extent that there is no uncertainty in receiving the
claims.
Rental income is recognised on accrual basis.
b) Taxes
Income tax earninexpense comprises of current tax expense and deferred tax expenses. Current tax and deferred tax are recognised
in statement of profit and loss, except when they relate to items that are recognised in other comprehensive income or directly in
equity, in which case, the current and deferred tax are also recognised in other comprehensive income or directly in equity,
respectively.
(i) Current income tax:
Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the provisions of the
Income Tax Act of the respective jurisdiction. The current tax is calculated using tax rates that have been enacted or substantively
enacted, at the reporting date.
Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle
on a net basis, or to realise the asset and settle the liability simultaneously.
(ii) Deferred tax:
Deferred tax is recognised using the Balance Sheet approach on temporary differences arising between the tax bases of assets and
liabilities and their carrying amounts.
321Om Power Transmission Limited (Formerly Known As Om Power Transmission Private Limited)
Notes to the Restated Financial Information as at and for the Nine Month Period ended December 31, 2025
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for all deductible
temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred tax assets are recognised to the
extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry
forward of unused tax credits and unused tax losses can be utilised, except when the deferred tax asset relating to the deductible
temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination
and, at the time of the transaction, affects neither the accounting profit nor taxable profit or loss.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable
that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be utilised. Unrecognised deferred tax
assets are re-assessed at each reporting date and are recognised to the extent that it has become probable that future taxable profits
will allow the deferred tax assets to be recovered.
Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable income in the
years in which the temporary differences are expected to be recovered or settled.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax assets against
current tax liabilities.
The Company recognises deferred tax liability for all taxable temporary differences, except to the extent that both of the following
conditions are satisfied:
ꞏ When the Company can control the timing of the reversal of the temporary difference; and
ꞏ It is probable that the temporary difference will not reverse in the foreseeable future.
c) Property, Plant and Equipment
All items of property, plant and equipment are initially recorded at cost. Cost of property, plant and equipment comprises purchase
price, non-refundable taxes, levies and any directly attributable cost of bringing the asset to its working condition for the intended
use. Subsequent to initial recognition, property, plant and equipment are measured at cost less accumulated depreciation and any
accumulated impairment losses. The carrying values of property, plant and equipment are reviewed for impairment when events or
changes in circumstances indicate that the carrying value may not be recoverable.
The cost of an item of property, plant and equipment is recognized as an asset if, and only if, it is probable that future economic
benefits associated with the item will flow to the Company and the cost of the item can be measured reliably. The cost includes the
cost of replacing part of the property, plant and equipment and borrowing costs that are directly attributable to the acquisition,
construction or production of a qualifying property, plant and equipment.
Items such as spare parts, stand-by equipment and servicing equipment that meet the definition of property, plant and equipment
are capitalized at cost and depreciated over their useful life. Costs in nature of repairs and maintenance are recognised in the
statement of profit and loss as and when incurred.
Depreciation on property, plant and equipment is provided based on useful life of the assets as prescribed in Schedule II to the
Companies Act, 2013 as per written down value method.
Gains or losses arising from derecognition of property, plant and equipment are measured as the difference between the net disposal
proceeds and the carrying amount of the asset at the time of disposal and are recognised in the statement of profit and loss when the
asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial year
end and adjusted prospectively, if appropriate.
On transition to Ind AS, the Company has elected to continue with the carrying value of all its property, plant and equipment
recognised as of transition date, measured as per the previous GAAP and use that carrying value as the deemed cost of the property,
plant and equipment.
d) Investment properties
Investment properties are held to earn rentals or for capital appreciation, or both, but not for sale in the ordinary course of business,
use in the production or supply of goods or services or for administrative purposes. Investment properties are measured initially at
the cost of acquisition. The cost comprises purchase price, borrowing cost if capitalization criteria are met and directly attributable
cost of bringing the asset to its working condition for the intended use. Subsequent costs are included in the asset's carrying amount
322Om Power Transmission Limited (Formerly Known As Om Power Transmission Private Limited)
Notes to the Restated Financial Information as at and for the Nine Month Period ended December 31, 2025
or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will
flow to the Company. All other repair and maintenance costs are recognised in statement of profit and loss as incurred.
On transition to Ind AS, the Company has elected to continue with the carrying value of all its investment properties recognised as
of transition date, measured as per the previous GAAP and use that carrying value as the deemed cost of the Investment Property.
Depreciation on Investment property is provided based on useful life of the assets as prescribed in Schedule II to the Companies
Act, 2013 as per written down value method.
e) Intangible assets
An intangible asset is recognised, only where it is probable that future economic benefits attributable to the asset will accrue to the
enterprise and the cost can be measured reliably.
Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets arising on acquisition of business
are measured at fair value as at date of acquisition. Internally generated intangibles including research costs are not capitalized and
the related expenditure is recognised in the Statement of Profit and Loss in the period in which the expenditure is incurred. Following
initial recognition, intangible assets are carried at cost less accumulated amortization and accumulated impairment loss, if any.
Intangible assets are amortized on written down method over the economic useful life estimated by the management and is
recognised in the statement of profit and loss under the head “Depreciation and Amortization expense”. The estimated useful life
of the intangible assets and the amortization period are reviewed at the end of each financial year, and the amortization period is
revised to reflect the changed pattern, if any.
On transition to Ind AS, the Company has elected to continue with the carrying value of all its intangible assets recognised as of
transition date, measured as per the previous GAAP and use that carrying value as the deemed cost of Intangible Asset.
f) Inventories
The stock of construction materials, stores, and spares is valued at cost or net realisable value, whichever is lower. Cost is determined
on First in First out basis and includes all applicable cost of bringing the goods to their present location and condition.
Inventories are valued as per following method:
Items Method of Valuation
Raw Materials and Components At Cost or NRV, whichever is lower
Work-in-progress At Cost or NRV, whichever is lower
g) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and demand deposits with banks, short-term balances (with an original maturity
of three months or less), highly liquid investments that are readily convertible into known amounts of cash and which are subject to
insignificant risk of changes in value. Margin money deposits, earmarked balances with banks and other bank balances which have
restrictions are presented as other bank balances.
For the purpose of statement of cash flows, cash and cash equivalents consist of cash.
h) Borrowing costs
Borrowing costs consist of interest, ancillary costs, and other costs in connection with the borrowing of funds.
Borrowing costs attributable to acquisition and/or construction of qualifying assets are capitalised as a part of the cost of such assets,
up to date such assets are ready for their intended use. All other borrowing costs are charged to the statement of profit and loss.
i) Impairment of non-financial assets
The Company assesses at each reporting date, whether there is an indication that an asset may be impaired. If any indication exists,
or when annual impairment testing for an asset is required, the Company estimates the asset’s recoverable amount. An asset
recoverable amount is the higher of an asset or cash-generating unit’s (CGU) fair value, less costs of disposal and its value in use.
Recoverable amount is determined for an individual asset, unless the asset does not generate cash inflows that are largely
independent of those from other assets or Groups of assets.
323Om Power Transmission Limited (Formerly Known As Om Power Transmission Private Limited)
Notes to the Restated Financial Information as at and for the Nine Month Period ended December 31, 2025
When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down
to its recoverable amount. Impairment losses of continuing operations are recognised in the statement of profit and loss.
j) Leases Company as a lessee
At the commencement date of a lease, the Company recognises a liability to make lease payments (i.e., the lease liability) and an
asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use asset). Right-of- use assets are
measured at cost, less any accumulated depreciation, impairment losses and adjusted for any remeasurement of lease liabilities. The
cost of right-of-use assets includes the amount of lease liabilities recognised and lease payments made at or before the
commencement date. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated
useful lives of the assets. If ownership of the leased asset transfers to the Company at the end of the lease term or the cost reflects
the exercise of a purchase option, depreciation is calculated using the estimated useful life of the asset.
The Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease
payments also include the exercise price of a purchase option reasonably certain to be exercised by the Company. In calculating the
present value of lease payments, the Company uses its incremental borrowing rate at the lease commencement date.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and reduced for the lease
payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a modification or a change in the lease
term. The Company separately recognises the interest expense on the lease liability as finance cost and the depreciation expense on
the right-of-use asset.
The Company accounts for a lease modification as a separate lease when both of the following conditions are met:
• The modification increases the scope of the lease by adding the right to use one or more underlying assets.
• The consideration for the lease increases commensurate with the price for the increase in scope and any adjustments to that stand-
alone price reflect the circumstances of the particular contract.
For a lease modification that fully or partially decreases the scope of the lease the Company decreases the carrying amount of the
right-of-use asset to reflect partial or full termination of the lease. Any difference between those adjustments is recognised in profit
or loss at the effective date of the modification.
The Company has elected to use the exemptions proposed by the standard lease contracts for which the lease terms end within 12
months of the date of initial application, and lease contracts for which the underlying asset is of low value. The Company recognises
the lease payments associated with such leases as an expense in the statement of profit and loss.
k) Financial Instruments
Initial recognition and measurement
Financial instruments (assets and liabilities) are recognised when the Company becomes a party to a contract that gives rise to a
financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets (unless it is a trade receivable without a significant financing component) and financial liabilities are initially
measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financial
liabilities, other than those designated as fair value through profit or loss (FVTPL), are added to or deducted from the fair value of
the financial assets or financial liabilities, as appropriate, on initial recognition. Transaction costs directly attributable to the
acquisition of financial assets or financial liabilities at FVTPL are recognised immediately in statement of profit and loss. A trade
receivable without a significant financing component is initially measured at the transaction price. The amount of retention money
held by the customers is disclosed as part of trade receivables.
i. Financial assets
All regular purchases or sale of financial assets are recognised and derecognised on a trade date basis. Regular way purchases or
sales of financial assets that require delivery of assets within the time frame established by regulation or convention in the
marketplace.
Subsequent measurement
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value, depending on the
classification of the financial assets:
a) Financial assets measured at amortised cost
b) Financial assets measured at fair value through profit or loss (FVTPL)
c) Financial assets measured at fair value through other comprehensive income (FVTOCI)
324Om Power Transmission Limited (Formerly Known As Om Power Transmission Private Limited)
Notes to the Restated Financial Information as at and for the Nine Month Period ended December 31, 2025
Financial assets measured at amortised cost
A financial asset is measured at amortised cost if both the following conditions are met:
• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
• Contractual terms of the instruments give rise on specified dates to cash flows that are solely payments of principal and interest
(SPPI) on the principal amount outstanding. This category applies to cash and bank balances, trade receivables, and loans. Such
financial assets are subsequently measured at amortised cost using the effective interest method. The effect of the amortisation under
effective interest method is recognised as interest income over the relevant period of the financial asset under other income in the
Statement of Profit and Loss. The amortised cost of a financial asset is also adjusted for loss allowance, if any.
After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective Interest Rate (EIR)
method. EIR is the rate that exactly discounts estimated future cash receipts (including all fees, transaction costs and other premiums
or discounts) through the expected life of the debt instrument or where appropriate, a shorter period, to the net carrying amount on
initial recognition.
The EIR amortisation is included in other income in the statement of profit and loss. The losses arising from impairment are
recognised in the statement of profit and loss. This category generally applies to trade and other receivables, loans, etc.
Financial assets measured at FVTPL Debt instrument
FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for categorization as at
amortised cost or as FVTOCI, is classified as at FVTPL. Financial assets included within the FVTPL category are measured at fair
value with all changes recognised in the statement of profit and loss.
Equity investments (Equity investments other than investments in subsidiaries, joint ventures and associates)
The Company subsequently measures all equity investments other than investments in subsidiaries, joint ventures and associates at
fair value. Where the Company’s management has elected to present fair value gains and losses on equity investments in other
comprehensive income, there is no subsequent reclassification of fair value gains and losses to the statement of profit and loss in
the event of de-recognition. Dividends from such investments are recognised in the statement of profit and loss as other income
when the Company’s right to receive payments is established. Changes in the fair value of financial assets at FVTPL are recognised
in the statement of profit and loss.
Financial assets measured at fair value through other comprehensive income (FVTOCI)
A financial asset is measured at FVTOCI if both of the following conditions are met:
a. The Company’s business model objective for managing the financial asset is achieved both by collecting contractual cash flows
and selling the financial assets, and
b. The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and
interest on the principal amount outstanding.
This category applies to certain investments in debt instruments. Such financial assets are subsequently measured at fair value at
each reporting date. Fair value changes are recognised in the Other Comprehensive Income (OCI). However, the Company
recognises interest income and impairment losses and its reversals in the Statement of Profit and Loss.
De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognised when:
• The rights to receive cash flows from the asset have expired, or
• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash
flows in full without material delay to a third party under a ‘pass through’ arrangement; and either.
- the Company has transferred substantially all the risks and rewards of the asset, or
- the Company has neither transferred nor retained substantially all the risks and rewards of the asset but has transferred control of
the asset.
- On derecognition of a financial asset, for financial assets measured at FVTOCI), the difference between the carrying amount and
the consideration received is recognised in the Statement of Profit and Loss.S
Impairment of financial assets
In accordance with Ind AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and recognition of
impairment loss on the following financial assets and credit risk exposure:
• Debt instruments measured at amortised cost e.g., bank deposits
325Om Power Transmission Limited (Formerly Known As Om Power Transmission Private Limited)
Notes to the Restated Financial Information as at and for the Nine Month Period ended December 31, 2025
• Trade receivables
• Other financial assets not designated as FVTPL
For recognition of impairment loss on other financial assets and risk exposure, the Company determines whether there has been a
significant increase in the credit risk since initial recognition. If credit risk has not increased significantly, 12- month ECL is used
to provide for impairment loss. However, if credit risk has increased significantly, lifetime ECL is used. If, in a subsequent period,
credit quality of the instrument improves such that there is no longer a significant increase in credit risk since initial recognition,
then the entity reverts to recognising impairment loss allowance based on 12-month ECL.
ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract and all the
cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR. Lifetime ECL are the expected
credit losses resulting from all possible default events over the expected life of a financial instrument. The 12-month ECL is a
portion of the lifetime ECL which results from default events that are possible within 12 months after the reporting date.
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on Trade receivables (including lease
receivables). The application of simplified approach does not require the Company to track changes in credit risk. Rather, it
recognises impairment loss allowance based on lifetime ECL at each reporting date, right from its initial recognition.
ii. Financial liabilities Subsequent measurement
All financial liabilities are subsequently measured at amortised cost using the EIR method or at FVTPL.
Financial liabilities at amortised cost
After initial recognition, interest-bearing borrowings and other payables are subsequently measured at amortised cost using the EIR
method. Gains and losses are recognised in statement of profit and loss when the liabilities are derecognised as well as through the
EIR amortisation process. Amortised cost is calculated by considering any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortisation is included as finance costs in the statement of profit and loss.
Financial liabilities at FVTPL
Financial liabilities are classified as FVTPL when the financial liabilities are held for trading or are designated as FVTPL on initial
recognition. Financial liabilities are classified as being held for trading if they are incurred for the purpose of repurchasing in the
near term. Gains or losses on liabilities held for trading are recognised in the profit or loss.
De-recognition
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires.
iii. Trade receivables
A receivable represents the Company’s right to an amount of consideration under the contract with a customer that is unconditional
and realizable on the due date (i.e., only the passage of time is required before payment of the consideration is due). Trade receivable
without a significant financing component is initially measured at the transaction price.
iv. Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial year which are
unpaid. The amounts are unsecured and are usually paid as per agreed terms. Trade payables are presented based on the operating
cycle of the Company. They are recognised initially at their transaction price and subsequently measured at amortised cost using
the effective interest method.
v. Offsetting financial instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the statement of assets and liabilities if there is
a currently enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis or to realise the
assets and settle the liabilities simultaneously.
vi. Modification
A modification of a financial asset or liabilities occurs when the contractual terms governing the cash flows of a financial asset or
liabilities are renegotiated or otherwise modified between initial recognition and maturity of the financial instruments. Any gain/
loss on modification is charged to statement of profit and loss.
326Om Power Transmission Limited (Formerly Known As Om Power Transmission Private Limited)
Notes to the Restated Financial Information as at and for the Nine Month Period ended December 31, 2025
l) Fair Value Measurement
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.
The fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability, or
- In the absence of a principal market, in the most advantageous market for the asset or liability
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate economic benefit by
using the asset in its highest and best use
or by selling it to another market participant that would use the asset at its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances for which sufficient data are available to measure
fair value, maximizing the use of relevant observable inputs and minimizing the use of unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized within the fair
value hierarchy. The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either
observable or unobservable and consists of the following three levels:
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or
indirectly observable.
Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
m) Provisions (other than employee benefits)
Provisions are recognised when the Company has a present legal or constructive obligation because of past events, it is probable
that an outflow of resources will be required to settle the obligation and the amount can be reliably estimated. Provisions are not
recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by
considering the class of obligations as a whole. A provision is recognised even if the likelihood of an outflow with respect to any
one item included in the same class of obligations may be small.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the present
obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-tax rate that reflects
current market assessments of the time value of money and the risks specific to the liability. The increase in the provision due to
the passage of time is recognised as interest expense.
n) Contingencies
Disclosure of contingent liabilities is made when there is a possible obligation or a present obligation that may, but probably will
not, require an outflow of resources. Where there is possible obligation or a present obligation in respect of which the likelihood of
outflow of resources is remote, no provision or disclosure is made.
Contingent assets are not recognised in the financial information. However, contingent assets are assessed continuously and if it is
virtually certain that an inflow of economic benefits will arise, the assets and the related income are recognised in the period in
which the change occurs. Contingent assets are disclosed where an inflow of economic benefits is probable.
o) Events after reporting date
Where events occurring after the Balance Sheet date provide evidence of conditions that existed at the end of the reporting period,
the impact of such events is adjusted within the financial statements. Otherwise, events after the Balance Sheet date of material size
or nature are only discloseds.
p) Cash Flow Statement
Cash flows are reported using indirect method whereby profit for the period is adjusted for the effects of the transactions of non-
cash nature, any deferrals or accruals of past or future operating cash receipts and payments and items of income or expenses
associated with investing and financing cash flows. The cash flows from operating, investing and financing activities of the
Company are segregated.
327Om Power Transmission Limited (Formerly Known As Om Power Transmission Private Limited)
Notes to the Restated Financial Information as at and for the Nine Month Period ended December 31, 2025
q) Employee Benefits
Short term employee benefits for salary and wages including accumulated leave that are expected to be settled wholly within 12
months after the end of the reporting period in which employees render the related service are recognised as an expense in the
statement of profit and loss.
Defined Contribution Plan:
The Company pays contribution to the provident fund and employee state insurance corporation which is administered by respective
Government authorities. The Company has no further payment obligations once the contributions have been paid. The Contributions
are recognised as employee benefit expense in the statement of profit and loss to the year it pertains.
Defined benefit plan:
Gratuity: The Company’s liability towards gratuity is determined using the projected unit credit method which considers each period
of service as giving rise to additional unit of benefit entitlement and measures each unit separately to build up the final obligation.
The cost for past services s recognised on a straight-line basis over the average period until the amended benefits become vested.
Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are recognised in the
period in which they occur, directly in other comprehensive income. They are included in retained earnings in the statement of
changes in equity and in the statement of assets and liabilities.
Obligation is measured at the present value of estimated future cash flows using a discount rate that is determined by reference to
market yields at the reporting date on Government bonds where the currency and the terms of Government bonds are consistent
with the currency and estimated term of defined benefit obligation.
r) Earnings Per Share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity shareholders by the
weighted average number of equities shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit attributable to equity shareholders and the weighted average
number of shares outstanding are adjusted for the effect of all dilutive potential equity shares from the exercise of options on
unissued share capital. The number of equity shares is the aggregate of the weighted average number of equity shares and the
weighted average number of equity shares which are to be issued in the conversion of all dilutive potential equity shares into equity
shares.
s) Exceptional items
When items of income and expense within profit or loss from ordinary activities are of such size, nature or incidence that their
disclosure is relevant to explain the performance of the enterprise for the period, the nature and amount of such material items are
disclosed separately as exceptional items.
t) Current versus Non-Current Classification
The Company presents assets and liabilities in the balance sheet based on current / non-current classification.
An asset is treated as current when it is:
- Expected to be realized or intended to be sold or consumed in normal operating cycle;
- Held primarily for the purpose of trading.
- Expected to be realized within twelve months after the reporting period, or
- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months after the
reporting period.
All other assets are classified as non-current.
A liability is current when:
- It is expected to be settled in normal operating cycle; or
- It is held primarily for the purpose of trading; or
- It is due to be settled within twelve months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period.
All other liabilities are classified as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash equivalents. The
Company has identified twelve months as its operating cycle.
328Om Power Transmission Limited (Formerly Known As Om Power Transmission Private Limited)
Notes to the Restated Financial Information as at and for the Nine Month Period ended December 31, 2025
u) Segment reporting
An operating segment is component of the Company that engages in the business activity from which the Company earns revenues
and incurs expenses, for which discrete financial information is available and whose operating results are regularly reviewed by the
chief operating decision maker (CODM), in deciding about resources to be allocated to the segment and assess its performance. The
Company’s chief operating decision maker is the Board of Directors. Operating segments are reported in a manner consistent with
the internal reporting provided to the CODM.
v) Assets held for sale
Assets are classified as Held for Sale if their carrying amount will be recovered principally through a sale transaction rather than
through continuing use and the sale is highly probable. A sale is considered as highly probable when such assets have been decided
to be sold by the Company; are available for immediate sale in their present condition; are being actively marketed for sale at a
price and the sale has been agreed or is expected to be concluded within one year of the date of classification. Such assets are
measured at lower of carrying amount or fair value, less selling costs.
Assets held for sale are presented separately from other assets in the Balance Sheet and are not depreciated or amortised while they
are classified as held for sale.
Key accounting estimates and judgements
The preparation of the Company’s financial statements requires the management to make judgements, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying disclosures, and the disclosure
of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a material
adjustment to the carrying amount of assets or liabilities affected in future periods. Management believes that the estimates used in
the preparation of the financial statements are prudent and reasonable. Examples of such estimates include estimation of useful lives
of property plant and equipment, employee costs, assessments of recoverable amounts of deferred tax assets, trade receivables and
cash generating units, provisions against litigations and contingencies. Estimates and underlying assumptions are reviewed by
management at each reporting date. Actual results could differ from these estimates. Any revision of these estimates is recognised
prospectively in the current and future periods.
(i) Deferred income taxes
The assessment of the probability of future taxable profit in which deferred tax assets can be utilized is based on the Company’s
latest forecast, which is adjusted for significant non-taxable profit and expenses and specific limits to the use of any unused tax loss
or credit. The tax rules in the different jurisdictions in which the Company operate are also carefully taken into consideration. If a
positive forecast of taxable profit indicates the probable use of a deferred tax asset, especially when it can be utilized without a time
limit, that deferred tax asset is usually recognised in full.
(ii) Revenue recognition
Determination of revenue under percentage of completion method necessarily involves making estimates, some of which are of a
technical nature, concerning, where relevant, the percentage of completion, costs to completion, the expected revenue from the
project or activity and foreseeable losses to completion. Estimates of project income, as well as project costs, are reviewed
periodically. The effect of changes, if any, to estimates is recognised in the financial statements for the year in which such changes
are determined.
(iii) Current income taxes
The tax jurisdiction for the Company is India. Significant judgments are involved in determining the provision for income taxes
including judgment on whether tax positions are probable of being sustained in tax assessments. A tax assessment can involve
complex issues, which can only be resolved over extended time periods. The recognition of taxes that are subject to certain legal or
economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.
(iv) Accounting for defined benefit plans
In accounting for post-retirement benefits, several statistical and other factors that attempt to anticipate future events are used to
calculate plan expenses and liabilities. These factors include expected discount rate assumptions and rate of future compensation
increases. To estimate these factors, actuarial consultants also use estimates such as withdrawal, turnover, and mortality rates which
require significant judgment. The actuarial assumptions used by the Company may differ materially from actual results in future
periods due to changing market and economic conditions, regulatory events, judicial rulings, higher or lower withdrawal rates, or
longer or shorter participant life spans.
329Om Power Transmission Limited (Formerly Known As Om Power Transmission Private Limited)
Notes to the Restated Financial Information as at and for the Nine Month Period ended December 31, 2025
(v) Useful lives of property, plant and equipment and intangible assets
The Company reviews the useful life of property, plant and equipment and intangible assets at the end of each reporting period.
This reassessment may result in change in depreciation and amortisation expense in future periods.
(vi) Impairment
An impairment loss is recognised for the amount by which an asset’s or cash-generating unit’s carrying amount exceeds its
recoverable amount to determine the recoverable amount, management estimates expected future cash flows from each asset or cash
generating unit and determines a suitable interest rate in order to calculate the present value of those cash flows. In the process of
measuring expected future cash flows, management makes assumptions about future operating results. These assumptions relate to
future events and circumstances. The actual results may vary and may cause significant adjustments to the Company’s assets.
In most cases, determining the applicable discount rate involves estimating the appropriate adjustment to market risk and the
appropriate adjustment to asset-specific risk factors.
(vii) Foreseeable losses
In case of contracts, when it is probable that total contract costs will exceed total contract revenue, the expected loss (foreseeable
loss) is recognised. Such loss is measured based on management experience of handling similar contract in past and estimates
regarding possible future incidence during the contract period. Contract where the economic benefits in the future directly or
indirectly exceed the obligation under the contract, the losses are not recognized.
(viii) Expected credit loss
Refer note for Impairment of financial assets mentioned in accounting policy on financial instruments above.
(ix) Fair value of financial instruments
Management uses valuation techniques in measuring the fair value of financial instruments where active market quotes are not
available. In applying the valuation techniques, management makes maximum use of market inputs and uses estimates and
assumptions that are, as far as possible, consistent with observable data that market participants would use in pricing the instrument.
Where applicable data is not observable, management uses its best estimate about the assumptions that market participants would
make. These estimates may vary from the actual prices that would be achieved in an arm’s length transaction at the reporting date.
(x) Provisions and contingent liabilities
A provision is recognised when the Company has a present obligation as result of a past event and it is probable that the outflow of
resources will be required to settle the obligation, in respect of which a reliable estimate can be made. These are reviewed at each
reporting date and adjusted to reflect the current best estimates. The assessment of the existence, and potential quantum, of
contingencies inherently involves the exercise of significant judgements and the use of estimates regarding the outcome of future
events.
(xi) Leases
The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116. Identification of a lease
required significant judgement. The Company uses judgement in assessing the lease term (including anticipated renewals) and the
applicable discount rate. The Company revises the lease term if there is a change in non-cancellable period of a lease.
(xii) Recent accounting pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian
Accounting Standards) Rules as issued from time to time. For the Nine Month Period ended December 31, 2025 has not notified
any new standards or amendments to the existing standards applicable to the Company.
330Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
2. Property, plant and equipment, Investment Property, Other Intangible assets
2.1. Property, plant and equipment
Office Plant and Furniture and Motor
Particulars Freehold Land Computers Total
Building Equipment fixtures Vehicles
Cost
As at April 01, 2022 27.89 431.24 137.88 28.43 28.42 321.08 974.94
Additions - 56.17 5.45 26.18 12.55 122.68 223.03
Deductions - 0.03 0.20 - - 71.07 71.30
As at March 31, 2023 27.89 487.38 143.13 54.61 40.97 372.69 1,126.67
Additions - 0.39 2.56 - 2.07 50.00 55.02
Deductions - - - - - 11.81 11.81
As at March 31, 2024 27.89 487.77 145.69 54.61 43.04 410.88 1,169.88
Additions - - 6.80 - 4.13 37.67 48.60
Deductions - - - - - 27.28 27.28
As at March 31, 2025 27.89 487.77 152.49 54.61 47.17 421.27 1,191.20
Additions - 5.31 62.63 - 10.24 295.28 373.45
Deductions - - - - - 8.37 8.37
As at December 31, 2025 27.89 493.08 215.12 54.61 57.41 708.18 1,556.28
Accumulated Depreciation
As at April 01, 2022 - 37.66 49.93 14.50 16.00 183.14 301.23
Depreciation for the year - 21.33 17.79 8.87 13.31 52.56 113.86
Deductions - - - - - 54.46 54.46
As at March 31, 2023 - 58.99 67.72 23.37 29.31 181.23 360.62
Depreciation for the year - 20.86 14.78 7.94 6.88 64.48 114.95
Deductions - - - - - 10.12 10.12
As at March 31, 2024 - 79.85 82.50 31.31 36.19 235.60 465.45
Depreciation for the year - 19.85 12.57 5.91 3.84 60.50 102.67
Deductions - - - - 25.82 25.82
As at March 31, 2025 - 99.70 95.08 37.22 40.04 270.27 542.30
Depreciation for the period - 20.78 19.76 4.29 5.56 83.57 133.96
Deductions - - - - - 7.41 7.41
As at December 31, 2025 - 120.48 114.84 41.51 45.60 346.43 668.85
Net Block
As at March 31, 2023 27.89 428.39 75.41 31.24 11.66 191.46 766.05
As at March 31, 2024 27.89 407.92 63.19 23.30 6.85 175.28 704.43
As at March 31, 2025 27.89 388.07 57.42 17.39 7.13 151.00 648.90
As at December 31, 2025 27.89 372.60 100.28 13.09 11.81 361.76 887.43
Footnotes:
1) Refer footnote to note 14 for security/charge created on asset of the Company.
2) There was no revaluation carried out by the Company during the years or periods reported above.
3) The Company has opted for deemed cost exemption for property, plant and equipment and therefore, the carrying amount under previous GAAP is deemed to be the cost at
the date of transition. The carrying amounts as at March 31, 2025, March 31, 2024 and March 31, 2023 would continue to remain at the amounts as they would have remained
under the previous GAAP.
2.2. Investment Property
Particulars Buildings Land Total
Cost
As at April 01, 2022 347.92 38.70 386.62
Additions 6.74 - 6.74
Deductions - - -
As at March 31, 2023 354.66 38.70 393.36
Additions - - -
Deductions - - -
As at March 31, 2024 354.66 38.70 393.36
Additions - - -
Deductions - - -
Reclassification as held for sale - 38.70 38.70
As at March 31, 2025 354.66 - 354.66
Additions 4.73 19.09 23.82
Deductions - 19.09 19.09
As at December 31, 2025 359.39 - 359.39
Accumulated Depreciation
331Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
Particulars Buildings Land Total
As at April 01, 2022 - - -
Depreciation for the year 18.17 - 18.17
Deductions - - -
As at March 31, 2023 18.17 - 18.17
Depreciation for the year 17.29 - 17.29
Deductions - - -
As at March 31, 2024 35.46 - 35.46
Depreciation for the year 16.36 - 16.36
Deductions - - -
Reclassification as held for sale - - -
As at March 31, 2025 51.82 - 51.82
Depreciation for the period 15.72 - 15.72
Deductions - - -
As at December 31, 2025 67.53 - 67.54
Net Block
As at March 31, 2023 336.49 38.70 375.19
As at March 31, 2024 319.20 38.70 357.90
As at March 31, 2025 302.85 - 302.85
As at December 31, 2025 291.86 - 291.85
Footnotes:
1) Refer footnote to note 14 for security/charge created on asset of the Company.
2) There was no revaluation carried out by the Company during the years or periods reported above.
3) The Company has opted for deemed cost exemption for investment property and therefore, the carrying amount under previous GAAP is deemed to be the cost at the date of
transition. The carrying amounts as at March 31, 2025, March 31, 2024 and March 31, 2023 would continue to remain at the amounts as they would have remained under the
previous GAAP.
Amounts recognised in the Statement of Profit and Loss for investment properties:
As at As at As at As at
Particulars
December 31, 2025 31st March, 2025 31st March, 2024 31st March, 2023
Rental Income 13.62 16.60 16.23 16.20
Depreciation 15.72 16.36 17.29 18.17
Profit/(Loss) from Investment Property (2.10) 0.24 (1.06) (1.97)
2.3. Other Intangible Assets
Particulars Software Total
Cost
As at April 01, 2022 0.54 0.54
Additions 0.11 0.11
Deductions - -
As at March 31, 2023 0.65 0.65
Additions - -
Deductions - -
As at March 31, 2024 0.65 0.65
Additions - -
Deductions - -
As at March 31, 2025 0.65 0.65
Additions - -
Deductions 0.65 0.65
As at December 31, 2025 - -
Accumulated Amortisation
As at April 01, 2022 0.47 0.47
Amortisation for the year 0.02 0.02
Deductions - -
As at March 31, 2023 0.49 0.49
Amortisation for the year 0.04 0.04
Deductions -
As at March 31, 2024 0.53 0.53
Amortisation for the year 0.03 0.03
Deductions -
As at March 31, 2025 0.56 0.56
Amortisation for the period - -
Deductions 0.56 0.56
332Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
Particulars Software Total
As at December 31, 2025 - -
Net Block
As at March 31, 2023 0.16 0.16
As at March 31, 2024 0.12 0.12
As at March 31, 2025 0.09 0.09
As at December 31, 2025 - -
Footnotes:
1) There was no revaluation carried out by the Company during the years or periods reported above.
2) The Company has opted for deemed cost exemption for intangible assets and therefore, the carrying amount under previous GAAP is deemed to be the cost at the date of
transition. The carrying amounts as at March 31, 2025, March 31, 2024 and March 31, 2023 would continue to remain at the amounts as they would have remained under the
previous GAAP.
3. Investments
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Non-Current Investments
Unquoted Equity Shares
Investments in Equity Instruments measured at fair value through profit & loss (FVTPL)
The Mehsana Urban Co-Operative Bank Ltd. (Fully paid)
(Face Value of ₹ 25 Each) (As at December 31, 2025: 55,000, As at March
13.75 13.75 13.75 14.00
31, 2025: 55,000, As at March 31, 2024: 55,000, As at March 31, 2023:
56,000)
Total 13.75 13.75 13.75 14.00
Aggregate amount of quoted investments - - - -
Aggregate amount of unquoted investments 13.75 13.75 13.75 14.00
Aggregate amount of impairment in the value of investments - - - -
Note: Details of Loan given, Investments made and Guarantee given covered under section 186 (4) of the Companies Act, 2013
The Company has not made any investment except as disclosed above.
There are no loan and guarantee given by the company.
4. Other Financial Assets
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Unsecured, considered good
Non-current
Security Deposits (refer note 1 below) 27.56 14.18 132.30 96.01
Bank deposits with remaining maturity for more than 12 months (refer
1,326.70 842.80 1,866.69 1,739.00
note 2 below)
Total 1,354.26 856.98 1,998.99 1,835.01
Unsecured, considered good
Current
Bank deposits with remaining maturity for less than 12 months (refer note
2,251.26 1,537.01 372.37 341.37
2 below)
Contract asset (Unbilled work in progress) 2,189.66 667.90 644.42 651.12
Security Deposits (refer note 1 below) 120.03 67.27 47.99 87.36
Interest accrued on deposits 45.38 6.82 2.01 2.03
Other receivables 1.05 0.82 7.95 7.88
Total 4,607.38 2,279.82 1,074.74 1,089.76
Footnotes:
(1) Security deposits and EMD's are interest free non-derivative financial assets carried at amortised cost. These primarily includes deposits given against rented premises,
tender bidding.
(2) Bank Deposit Represents margin money against borrowings, guarantees and other commitment including collateral.
6. Other assets
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Non-Current
Unsecured, considered good
Prepaid expenses 127.14 18.05 11.96 10.60
Capital advances 4.20 17.89 17.89 17.89
Total 131.34 35.94 29.85 28.49
Current
Unsecured, considered good
333Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Prepaid expenses 348.08 191.25 98.20 84.63
Advance to suppliers 541.82 341.88 82.85 127.72
Balance with government authorities 5.83 5.42 - -
Employee advances 0.09 - - -
Total 895.82 538.55 181.05 212.35
7. Inventories (at lower of cost and net realisable value)
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Raw Materials and Stores & Spares (refer note 1 below) 788.73 747.16 194.79 266.95
Total 788.73 747.16 194.79 266.95
Notes: (1) The secured cash credit facilities are covered by pari-passu charge on inventories (including raw material, finished goods and work-in-progress) and trade receivables
(refer note 14).
9. Cash and cash equivalents
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Balances with Banks
-in current accounts 13.76 52.09 2.06 0.24
Cash on hand 29.44 16.49 15.10 14.92
Total 43.20 68.58 17.16 15.16
10. Bank balances other than cash and cash equivalents
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Balances with banks held as margin money (Refer note 1 below) 400.20 360.20 - -
Total 400.20 360.20 - -
Notes: (1) Bank Deposit Represents margin money against borrowings, guarantees and other commitment including collateral.
11. Loans
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Current loans
Unsecured, considered good
Loan to employees 1.77 - - -
Total 1.77 - - -
14. Borrowings
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Non-current borrowing (A)
Secured
Vehicle Term Loan facilities:
From Bank 345.17 150.87 197.04 239.37
From NBFC 36.82 14.58 14.58 -
Unsecured
Directors - - 0.99 0.99
Inter Corporate Loan - - 7.67 7.67
Sub total (A) 381.99 165.46 220.28 248.03
Current maturities of long-term borrowings disclosed under "current
borrowings" (B)
Secured
Vehicle Term Loan facilities:
From Bank 92.84 56.84 74.72 80.75
From NBFC 11.78 4.57 - -
Sub total (B) 104.62 61.41 74.72 80.75
Total non-current borrowings (A) - (B) 277.37 104.05 145.57 167.28
334Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Current Borrowings
Loans repayable on demand
Secured
Cash Credit from Bank 2,739.32 1,724.15 2,209.14 1,666.61
Unsecured
Working Capital Loan 725.44 0.85 193.39 642.27
Current maturities of long-term debt
Secured
Vehicle Term Loan facilities:
From Bank 92.84 56.84 74.72 80.75
From NBFC 11.78 4.57 - -
Total Current borrowings 3,569.38 1,786.41 2,477.25 2,389.63
Total Borrowings 3,846.75 1,890.45 2,622.82 2,556.91
Aggregate secured borrowing 3,121.31 1,889.60 2,420.77 1,905.98
Aggregate unsecured borrowing 725.44 0.85 202.05 650.93
Details of terms and securities for the above borrowing facilities are as follows:
1) All the below secured term loans are secured by exclusive charge on respective vehicles for which the loan is taken.
Sr. Rate of As at
Name of Lender Terms Sanction amount Current maturity
No. interest December 31, 2025
i) HDFC Bank Ranging The facility comprises of 12 separate loans that 212.07 139.19 43.82
from 7.25% will be repaid within period of 39 months to 60
to 9.58% months with EMI ranging from 18570 to 176032.
ii) AU Small Finance Bank 10.01% The facility comprises of 3 separate loans that 29.55 15.56 7.80
will be repaid within period of 48 months with
EMI amounting Rs. 24987
iii) Mahindra and Mahindra Ranging The facility comprises of 5 separate loans that 49.32 36.82 11.78
Finance from 9.51% will be repaid within period of 48 months with
to 10.75% EMI ranging from 23750 to 25730.
iv) The Mehsana Urbank 11% The facility comprises of 1 loan that will be 7.50 3.84 2.00
Co-Operative Bank repaid within period of 48 months with EMI
amounting Rs. 19384.
v) Union bank 7.40% The facility comprises of 1 loan that will be 49.00 16.66 8.03
repaid within period of 84 months with EMI
amounting Rs. 74915.
vi) Axis Bank 8.25% The facility comprises of 1 loan that will be 180.00 169.91 31.20
repaid within period of 60 months with EMI
amounting Rs. 367133.
2) Working capital facilities from banks carries interest rate carrying from 9.20% to 11.80% and is repayable on demand. These facilities are also secured by way of primary
security against stock & books debts and collateral security of personal guarantees and certain personal immovables properties of guarantors as follows:
Personal Guarantee of directors:
i) Kalpesh Dhanjibhai Patel(Chairman and Executive Director)
ii) Kanubhai Patel (Managing director)
iii) Vasantkumar Narayanbhai Patel (Whole Time Director)
Personal Guarantee of others:
i) Namrata Patel (Kalpeshbhai's Wife)
ii) Nayana Patel (Kanubhai's Wife)
iii) Nita Patel (Vasantbhai's Wife)
Fund based Limit Non-Fund based Limit
Name of the Lender As at December 31, As at December 31,
Sanction Sanction
2025 2025
HDFC Bank 436.31 177.45 2,100.00 1,971.91
AU Small Finance Bank 454.00 404.81 3,295.00 3,046.01
Mehsana Urban Co-Operative Bank 325.00 317.60 2,700.00 2,650.70
Axis Bank 490.00 402.39 2,000.00 1,994.79
Indian Overseas Bank # 1,450.00 9.70 700.00 -
Yes Bank 500.00 443.66 2,000.00 2,000.00
Kotak Mahindra Bank 1,000.00 983.72 2,500.00 1,040.85
335Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
Fund based Limit Non-Fund based Limit
Name of the Lender As at December 31, As at December 31,
Sanction Sanction
2025 2025
Oxyzo Financial Services Ltd. 300.00 285.98 - -
A.Treds Ltd (BOB) 1,350.00 401.47 - -
A.Treds Ltd (DCB) 150.00 37.99 - -
TOTAL 6,455.31 3,464.77 15,295.00 12,704.26
# The Company has been sanctioned a fund-based working capital limit of Rs.1450 lakhs by Indian Overseas Bank (IOB), which includes a sub-limit of Rs. 700 lakhs for
non-fund-based facilities.
3) Please refer note 41 for details of quarterly returns or statements of current assets filed by the Company with bank.
15. Other financial liabilities
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Non- Current
Financial liabilities carried at amortised cost
Security Deposit 107.22 201.89 110.42 110.42
Total 107.22 201.89 110.42 110.42
Current
Financial liabilities carried at amortised cost
Interest accrued but not due on borrowings 14.44 - - -
Security Deposit 307.51 - - 1.96
Payable towards capital expenditure 29.26 - - -
Employee benefits payable 188.41 204.15 191.86 153.39
Payable towards other expenses 27.61 - - -
Total 567.23 204.15 191.86 155.35
16. Provisions
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Non-current
Provision for Employee Benefits
Gratuity (refer note 29) 273.64 246.74 133.74 62.20
Total 273.64 246.74 133.74 62.20
Current Provisions
Provision for Employee Benefits
Gratuity (refer note 29) 24.69 8.46 2.40 1.08
Total 24.69 8.46 2.40 1.08
18. Other liabilities
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Current
Contract Liabilities
Amount due to Customer (Unearned Revenue) 1,090.57 323.75 562.09 543.66
Advance from customers 43.59 1.76 53.99 68.69
Statutory dues payable 360.11 219.58 101.93 141.55
Total 1,494.27 545.09 718.01 753.90
336Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
19. Revenue from Operations
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Revenue from contracts with customers
Revenue from EPC services 27,445.65 27,875.64 18,215.30 12,017.28
Sale of Goods - - - -
Other Operating Revenues
Sale of scrap 8.63 67.87 60.86 6.35
Total 27,454.28 27,943.51 18,276.16 12,023.63
Disclosure under Ind AS 115 - Revenue from contracts with customers
A. Disaggregation of revenue from contracts with customers based on performance obligations
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Revenue from EPC services (as services are rendered - over the period 27,445.65 27,875.64 18,215.30 12,017.28
of time)
Total 27,445.65 27,875.64 18,215.30 12,017.28
Sale of goods (Transferred at point in time) - - - -
Total - - - -
Other Operating Revenues
Sale of scrap 8.63 67.87 60.86 6.35
Total 8.63 67.87 60.86 6.35
Total Revenue from Operations 27,454.28 27,943.51 18,276.16 12,023.63
B. Revenue from contracts with customers disaggregated based on Geography
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Domestic 27,454.28 27,943.51 18,276.16 12,023.63
Exports - - - -
Revenue from operations 27,454.28 27,943.51 18,276.16 12,023.63
Segment revenue in the geographical segments considered for disclosure are as follows:
a) Revenue within India includes sales to customers located within India.
b) Revenue outside India includes sales to end customers located outside India
C. The following table gives details in respect of percentage of revenues generated from top customer and revenues from transactions with customers amounts to 10
percent or more of the company’s revenues from EPC Service:
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
a) Revenue from top customer* 19,644.48 14,085.06 7,676.24 5,131.58
b) Revenue from customers contributing 10% or more to the Company's 3,034.20 5,729.70 4,292.67 4,487.07
revenues except disclosed above**
Information about major customers (from external customers)
*For the Nine Months Period Ended December 31, 2025; the year ended March 31, 2025; the year ended March 31, 2024; the year ended March 31, 2023 one customer of the
company constituted revenue from top customer.
**For the Nine Months Period Ended December 31, 2025; the year ended March 31, 2025 and the year ended March 31,2024 one customer of the Company constituted more
than 10% of the total revenue of Company, and March 31, 2023 three customers of the Company constituted more than 10% of the total revenue of Company.
337Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
D. Reconciliation of Revenue from operations with contract price
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Revenue from contract with customer as per the contract price 27,267.34 28,125.73 18,216.21 11,877.55
Adjustments made to contract price on account of: -
Add/(Less): Variable Consideration 178.31 (250.09) (0.91) 139.72
Revenue from contract with customer 27,445.65 27,875.64 18,215.30 12,017.28
Other operating revenue 8.63 67.87 60.86 6.35
Revenue from operations 27,454.28 27,943.51 18,276.16 12,023.63
E. Contract balances
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Trade receivables (Refer Note 8) 14,406.60 9,011.20 6,989.09 5,781.65
Contract Assets - Amount due from customers (Unbilled Revenue) 2,189.66 667.90 644.42 651.12
(Refer Note 4)
Advances from customers (Refer Note 18) 43.59 1.76 53.99 68.69
Amount due to Customer (Unearned Revenue) (Refer Note 18) 1,090.57 323.75 562.09 543.66
F. Performance Obligation
Contract Liability (Including
Particulars Contract Asset
Customer advances)
Balance as on 01 April 2022 23.35 37.84
Net increase/ (decrease) 627.77 574.51
Balance as on 31 March 2023 651.12 612.35
Net increase/ (decrease) (6.70) 3.73
Balance as on 31 March 2024 644.42 616.08
Net increase/ (decrease) 23.48 (290.57)
Balance as on 31 March 2025 667.90 325.51
Net increase/ (decrease) 1,521.76 808.65
Balance as on 31 December 2025 2,189.66 1,134.16
Note: Increase in contract assets is primarily due to higher revenue recognition as compared to progress billing during the period/year in certain projects.
20. Other income
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Interest income on
-Bank deposits (Financial Assets) carried at amortised cost 160.72 162.34 141.05 115.86
Dividend from investment measured at FVTPL - 2.06 2.06 2.06
Gain on sale of property, plant and equipment (net) 4.57 5.82 1.15 -
Rental income 13.62 16.60 16.23 16.20
Miscellaneous Income 17.00 34.44 2.80 12.98
Total 195.91 221.26 163.29 147.10
21. Cost of Materials Consumed
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Inventory at the beginning of the Year 747.16 194.79 266.95 295.36
Add: Purchases 14,203.80 12,921.91 6,696.91 4,025.99
14,950.96 13,116.70 6,963.86 4,321.35
Less: Inventory at the end of the Year (788.73) (747.16) (194.79) (266.95)
Total 14,162.23 12,369.54 6,769.07 4,054.40
338Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
22. Project Related expenses
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Freight and Forwarding Expenses 29.86 53.69 24.59 20.75
Insurance expenses (Refer foot note 1) 60.89 76.72 88.83 82.61
Labour Expense (Refer foot note 2) 5,939.68 6,695.78 3,878.88 3,561.63
Right of way and Crop Compensation 337.24 1,250.27 2,638.23 655.18
Site expenses 14.93 32.86 32.39 29.97
Testing and supervision expenses 84.31 95.55 78.36 29.23
Vehicle and Equipment Hire Charges 100.39 65.88 54.76 66.11
Other Direct Expenses (Refer foot note 3) 272.15 283.22 184.70 133.20
Total 6,839.45 8,553.97 6,980.74 4,578.68
Foot Notes:
1) Insurance expense includes insurance for project, vehicles and materials.
2) Labour expenses includes Subcontracting expenses.
3) Other Direct expenses includes Rent, O&M expense and Project Consultancy Fees etc.
23. Employee Benefits
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Salary, wages, bonus and other allowances 1,843.79 2,141.35 1,953.87 1,157.32
Director Remuneration 411.35 529.29 542.14 514.29
Contribution to provident and other funds (Refer note 29) 210.80 272.31 259.53 149.43
Gratuity Expense (Refer note 29) 88.36 135.57 78.71 22.33
Staff Welfare Expenses 13.76 53.63 25.71 27.72
Total 2,568.06 3,132.15 2,859.96 1,871.09
24. Finance Cost
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Interest expense on borrowings 273.20 308.00 328.49 334.67
Interest expense on delayed payment of income tax 30.32 15.12 5.26 -
Interest expense on delayed payment of statutory dues 27.28 69.79 32.23 22.52
Other borrowing cost 203.52 207.58 158.42 83.00
Total 534.32 600.49 524.40 440.19
25. Depreciation & Amortisation Expense
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Depreciation on Property, plant and equipment (Refer Note 2.1) 133.96 102.67 114.95 113.86
Depreciation on Investment Property (Refer Note 2.2) 15.72 16.36 17.29 18.17
Amortisation on Intangible assets (Refer Note 2.3) - 0.03 0.04 0.02
Total 149.68 119.06 132.28 132.05
26. Other Expenses
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Power and Fuel 91.26 89.00 81.73 88.95
Directors' Sitting Fees 2.25 - - -
Selling, marketing and business promotion expenses 9.79 0.91 0.35 0.82
Rates & Taxes 87.00 15.60 7.21 4.50
Legal and Professional Fees 40.68 18.60 7.64 5.69
Payment to Auditor (Refer note 26.1) 5.85 7.80 7.80 7.80
Repairs and Maintenance:
Building 8.36 - - 1.02
Plant and Equipment 1.96 10.22 3.66 4.50
Others 25.62 27.12 26.30 32.34
339Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Net loss on derecognition of property, plant and equipment, intangible - - - 1.29
assets
Travelling and Conveyance expense 18.53 8.28 7.10 5.23
Communication Expense 4.64 8.15 6.66 4.86
Printing, stationery, courier & postage expense 12.93 31.45 33.49 20.82
Donation 12.06 6.51 1.36 13.25
Expenditure on Corporate Social Responsibility (CSR) Activities (Refer 24.64 19.50 19.30 19.51
Note 31)
Allowances for expected credit loss 40.53 68.00 8.71 62.43
Miscellaneous expense 73.98 11.11 8.45 53.51
Total 460.08 322.25 219.76 326.52
26.1 Payment to Auditors (Excluding GST)
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Statutory Audit Fees 4.68 6.24 6.24 6.24
Tax Audit Fees 0.47 0.62 0.62 0.62
Certification fees and other services 0.70 0.94 0.94 0.94
Reimbursement of expenses - - - -
Total 5.85 7.80 7.80 7.80
340Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
5. Income Tax and Deferred Tax
5.1. Income tax recognised in the statement of profit and loss:
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Current tax:
In respect of current year 672.02 744.38 354.69 219.17
Adjustments in respect of current income tax of prior years (1.25) 3.51 0.01 2.64
Deferred tax charge / (income) (71.20) 110.94 (142.70) (77.73)
Total 599.57 858.83 212.00 144.08
5.2. Income tax recognised in the other comprehensive income:
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Income tax on re-measurement gains/loss on defined benefit plans (2.16) 2.25 4.62 0.29
Total (2.16) 2.25 4.62 0.29
5.3. Reconciliation of the tax expense and the accounting profit for the year is as follows: -
For the Nine
Months For the Year ended For the Year ended For the Year ended
Particulars
Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
Profit before tax 2,936.37 3,067.31 953.24 767.80
Tax rate 25.17% 25.17% 25.17% 25.17%
Income tax expense at tax rate applicable 739.03 772.04 239.93 193.26
Adjustments
Permanent differences (153.42) (27.66) 114.76 25.92
Adjustments recognised in the current year in relation to the current tax of (1.25) 3.51 0.01 2.64
prior years
Other allowances/disallowances 15.22 110.94 (142.70) (77.73)
Income tax expense recognised in the Statement of Profit and Loss 599.57 858.83 212.00 144.08
5.4. Income tax liabilities (net)
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Provision for Income Tax (net of advance tax) 351.62 137.99 35.29 -
Total 351.62 137.99 35.29 -
5.5. Income tax assets
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Advance tax (net of provisions for tax) - - - 53.66
Total - - - 53.66
5.6. Deferred tax assets (net)
The following is the analysis of deferred tax liabilities/(assets) presented in the Balance sheet:
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Deferred tax liabilities - - - -
Deferred tax assets (183.45) (114.42) (223.11) (75.80)
Total (183.45) (114.42) (223.11) (75.80)
341Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
Movement in deferred tax (assets) and liabilities for Nine Months Period Ended December 31, 2025
Recognised in
Recognised in
other Recognised
Particulars Opening Balance statement of Closing balance
comprehensive directly in equity
profit and loss
income
Deferred tax relates to the following:
Difference between depreciable assets as per books of (36.99) 4.58 - - (32.41)
accounts and WDV for tax purpose
Employee benefits (64.23) (13.01) 2.16 - (75.08)
MSME Allowance/Disallowance 45.44 (45.44) - - -
Allowance for expected credit loss (46.93) (10.20) - - (57.13)
Provision for Liquidated damages (11.71) (7.12) - - (18.83)
Total (114.42) (71.20) 2.16 - (183.45)
Movement in deferred tax (assets) and liabilities for the year ended March 31, 2025
Recognised in
Recognised in
other Recognised
Particulars Opening Balance statement of Closing balance
comprehensive directly in equity
profit and loss
income
Deferred tax relates to the following:
Difference between depreciable assets as per books of (33.94) (3.05) - - (36.99)
accounts and WDV for tax purpose
Employee benefits (34.27) (27.71) (2.25) - (64.23)
MSME Allowance/Disallowance (125.08) 170.53 45.44
Allowance for expected credit loss (29.81) (17.11) - - (46.93)
Provision for Liquidated damages - (11.71) - - (11.71)
Total (223.11) 110.94 (2.25) - (114.42)
Movement in deferred tax (assets) and liabilities for the year ended March 31, 2024
Recognised in
Recognised in
other Recognised
Particulars Opening Balance statement of Closing balance
comprehensive directly in equity
profit and loss
income
Deferred tax relates to the following:
Difference between depreciable assets as per books of (29.25) (4.69) - - (33.94)
accounts and WDV for tax purpose
Employee benefits (18.92) (10.73) (4.62) - (34.27)
MSME Allowance/Disallowance - (125.08) - - (125.08)
Allowance for expected credit loss (27.62) (2.19) - - (29.81)
Total (75.80) (142.70) (4.62) - (223.11)
Movement in deferred tax (assets) and liabilities for the year ended March 31, 2023
Recognised in
Recognised in
other Recognised
Particulars Opening Balance statement of Closing balance
comprehensive directly in equity
profit and loss
income
Deferred tax relates to the following:
Difference between depreciable assets as per books of 2.22 (31.47) - - (29.25)
accounts and WDV for tax purpose
Employee benefits - (18.63) (0.29) - (18.92)
Allowance for expected credit loss - (27.62) - - (27.62)
Total 2.22 (77.73) (0.29) - (75.80)
Note:
The company offsets tax assets and liabilities if and only if it has a legally enforceable right to set off deferred tax assets and deferred tax liabilities that relate to income taxes
levied by the same tax authority.
342Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
8. Trade Receivables
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Trade receivables considered good – unsecured 14,633.58 9,197.66 7,107.55 5,891.39
Less: Loss allowance (226.98) (186.46) (118.46) (109.74)
Total 14,406.60 9,011.20 6,989.09 5,781.65
The following table summarises the change in impairment allowance measured using the life time expected credit loss model:
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
At the beginning of the year 186.46 118.46 109.74 47.31
Loss Allowance 40.53 68.00 8.71 62.43
Less: Utilised / reversed during the year - - - -
At the end of the year 226.98 186.46 118.46 109.74
Trade Receivables ageing schedule as at December 31, 2025
Outstanding for following periods from the due date of payment
Particulars Less than 6 months - More than
Not due 1-2 years 2-3 Years Total
6 months 1 year 3 years
(i) Undisputed Trade receivables – considered good 11,214.03 2,069.24 459.88 724.53 4.44 56.54 14,528.66
(ii) Undisputed Trade Receivables – which have significant increase in - - - - - - -
credit risk
(iii) Undisputed Trade Receivables – credit impaired - - - - - 104.92 104.92
(iv) Disputed Trade Receivables–considered good - - - - - - -
(v) Disputed Trade Receivables – which have significant increase in - - - - - - -
credit risk
(vi) Disputed Trade Receivables – credit impaired - - - - - - -
Less: Allowance for bad and doubtful debts (Disputed + Undisputed) (226.98)
Total 11,214.03 2,069.24 459.88 724.53 4.44 161.46 14,406.60
Trade Receivables ageing schedule as at March 31, 2025
Outstanding for following periods from the due date of payment
Particulars Less than 6 months - More than
Not due 1-2 years 2-3 Years Total
6 months 1 year 3 years
(i) Undisputed Trade receivables – considered good 5,285.38 2,875.82 125.38 656.76 125.71 23.69 9,092.74
(ii) Undisputed Trade Receivables – which have significant increase in - - - - - - -
credit risk
(iii) Undisputed Trade Receivables – credit impaired - - - - - 104.92 104.92
(iv) Disputed Trade Receivables–considered good - - - - - - -
(v) Disputed Trade Receivables – which have significant increase in - - - - - - -
credit risk
(vi) Disputed Trade Receivables – credit impaired - - - - - - -
Less: Allowance for bad and doubtful debts (Disputed + Undisputed) (186.46)
Total 5,285.38 2,875.82 125.38 656.76 125.71 128.61 9,011.20
Trade Receivables ageing schedule as at March 31, 2024
Outstanding for following periods from the due date of payment
Particulars Less than 6 months - More than
Not due 1-2 years 2-3 Years Total
6 months 1 year 3 years
(i) Undisputed Trade receivables – considered good 3,349.66 2,286.79 441.18 795.43 74.05 55.52 7,002.63
(ii) Undisputed Trade Receivables – which have significant increase in - - - - - - -
credit risk
(iii) Undisputed Trade Receivables – credit impaired - - - - - 104.92 104.92
(iv) Disputed Trade Receivables–considered good - - - - - - -
(v) Disputed Trade Receivables – which have significant increase in - - - - - - -
credit risk
(vi) Disputed Trade Receivables – credit impaired - - - - - - -
Less: Allowance for bad and doubtful debts (Disputed + Undisputed) (118.46)
Total 3,349.66 2,286.79 441.18 795.43 74.05 160.44 6,989.09
343Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
Trade Receivables ageing schedule as at March 31, 2023
Outstanding for following periods from the due date of payment
Particulars Less than 6 months - More than
Not due 1-2 years 2-3 Years Total
6 months 1 year 3 years
(i) Undisputed Trade receivables – considered good 2,738.18 2,574.23 113.86 226.60 120.35 13.24 5,786.46
(ii) Undisputed Trade Receivables – which have significant increase in - - - - - - -
credit risk
(iii) Undisputed Trade Receivables – credit impaired - - - - 6.62 98.31 104.93
(iv) Disputed Trade Receivables–considered good - - - - - - -
(v) Disputed Trade Receivables – which have significant increase in - - - - - - -
credit risk
(vi) Disputed Trade Receivables – credit impaired - - - - - - -
Less: Allowance for bad and doubtful debts (Disputed + Undisputed) (109.74)
Total 2,738.18 2,574.23 113.86 226.60 126.97 111.55 5,781.65
Notes:
(1) Trade receivables are non-interest bearing.
(2) The secured cash credit facilities are covered by pari-passu charge on inventories (including raw material, finished goods and work-in-progress) and trade receivables (refer
note 14).
(3) For information about credit risk and market risk related to trade receivable, please refer note 35.
(4) Trade receivables are inclusive of Retention money receivables.
344Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
17. Trade payables
As at
As at As at As at
Particulars December 31,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Outstanding dues of micro and small enterprises (refer note 32) 2,171.63 700.23 1,023.63 1,043.73
Outstanding dues of creditors other than micro and small enterprises 3,184.60 3,816.71 1,883.16 1,494.51
Total 5,356.23 4,516.94 2,906.79 2,538.24
Trade payables ageing schedule as at December 31, 2025
Outstanding for following periods from the due date of payment
More
Particulars Less than
Unbilled Not due 1-2 Years 2-3 Years than 3 Total
1 year
years
(i) MSME 131.21 1,907.31 133.11 - - - 2,171.63
(ii) Others 398.40 2,255.95 530.25 - - - 3,184.60
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total 529.61 4,163.26 663.36 - - - 5,356.23
Trade Payables ageing schedule as at March 31, 2025
Outstanding for following periods from the due date of payment
More
Particulars Less than
Unbilled Not due 1-2 Years 2-3 Years than 3 Total
1 year
years
(i) MSME - 485.63 191.04 23.56 - - 700.23
(ii) Others - 2,809.22 991.57 3.55 11.59 0.78 3,816.71
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total - 3,294.85 1,182.61 27.11 11.59 0.78 4,516.94
Trade Payables ageing schedule as at March 31, 2024
Outstanding for following periods from the due date of payment
More
Particulars Less than
Unbilled Not due 1-2 Years 2-3 Years than 3 Total
1 year
years
(i) MSME - 881.82 91.37 24.81 17.85 7.78 1,023.63
(ii) Others - 1,164.34 682.85 20.77 6.27 8.93 1,883.16
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total - 2,046.16 774.22 45.58 24.12 16.71 2,906.79
Trade Payables ageing schedule as at March 31, 2023
Outstanding for following periods from the due date of payment
More
Particulars Less than
Unbilled Not due 1-2 Years 2-3 Years than 3 Total
1 year
years
(i) MSME - 844.99 173.11 17.85 - 7.78 1,043.73
(ii) Others - 1,002.24 330.70 22.05 32.37 107.15 1,494.51
(iii) Disputed dues - MSME - - - - - - -
(iv) Disputed dues - Others - - - - - - -
Total - 1,847.23 503.81 39.90 32.37 114.93 2,538.24
Notes:
1) Payment towards trade payables is made as per the terms and conditions of the contract / purchase orders.
2) Trade payables includes Retention money payable.
345Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
12. Equity Share Capital
12.1. Authorised share capital
Equity shares
Particulars
No. of Shares Amount
Authorised (equity shares of Rs. 10 each)
As at April 01, 2022 10,00,000 100.00
Change during the year - -
As at March 31, 2023 10,00,000 100.00
Change during the year - -
As at March 31, 2024 10,00,000 100.00
Change during the year - -
As at March 31, 2025 10,00,000 100.00
Change during the period 3,50,00,000 3,500.00
As at December 31, 2025 3,60,00,000 3,600.00
12.2. Issued, subscribed and fully paid up share capital :
Equity shares
Particulars
No. of Shares Amount
Issued, subscribed and fully paid up (equity shares of Rs. 10 each)
As at April 01, 2022 6,00,000 60.00
Add: Change during the year - -
As at March 31, 2023 6,00,000 60.00
Add: Change during the year - -
As at March 31, 2024 6,00,000 60.00
Add: Change during the year - -
As at March 31, 2025 6,00,000 60.00
Change during the period 2,60,70,000 2,607.00
As at December 31, 2025 2,66,70,000 2,667.00
12.3. Details of shareholders holding more than 5% shares in the Company:
As at December 31, 2025 As at March 31 2025 As at March 31 2024 As at March 31 2023
Name of Shareholder No of No of No of No of
% % % %
Shares Shares Shares Shares
Kanubhai Patel 86,10,000 32.28% 2,10,000 35.00% 2,10,000 35.00% 2,10,000 35.00%
Kalpesh Dhanjibhai Patel 86,10,000 32.28% 2,10,000 35.00% 2,10,000 35.00% 2,10,000 35.00%
Vasantkumar Narayanbhai Patel 73,80,000 27.67% 1,80,000 30.00% 1,80,000 30.00% 1,80,000 30.00%
12.4. Shareholding of Promoters
Shares held by the promoters as at December 31, 2025
No. of shares % of Total
Change No. of shares % change
at the shares
Promoter Name during at the end of during
beginning of at the end of
the period the period the period
the period the period
Promoter Name
Promoters
Kanubhai Patel 2,10,000 84,00,000 86,10,000 32.28 (2.72)
Kalpesh Dhanjibhai Patel 2,10,000 84,00,000 86,10,000 32.28 (2.72)
V asantkumar Narayanbhai Patel 1,80,000 72,00,000 73,80,000 27.67 (2.33)
Promoters' Group
Bhavikaben Mahesh Patel - 4,310 4,310 0.02 0.02
Total 6,00,000 2,40,04,310 2,46,04,310 92.25 (7.75)
Shares held by the promoters as at March 31 2025
No. of shares % of Total
Change No. of shares % change
at the shares
Promoter Name during at the end of during
beginning of at the end of
the period the period the period
the period the period
Promoter Name
Promoters
Kanubhai Patel 2,10,000 - 2,10,000 35.00 -
Kalpesh Dhanjibhai Patel 2,10,000 - 2,10,000 35.00 -
Vasantkumar Narayanbhai Patel 1,80,000 - 1,80,000 30.00 -
Total 6,00,000 - 6,00,000 100.00 -
Shares held by the promoters as at March 31 2024
346Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
No. of shares % of Total
Change No. of shares % change
at the shares
Promoter Name during at the end of during
beginning of at the end of
the period the period the period
the period the period
Promoter Name
Promoters
Kanubhai Patel 2,10,000 - 2,10,000 35.00 -
Kalpesh Dhanjibhai Patel 2,10,000 - 2,10,000 35.00 -
Vasantkumar Narayanbhai Patel 1,80,000 - 1,80,000 30.00 -
Total 6,00,000 - 6,00,000 100.00 -
Shares held by the promoters as at March 31 2023
No. of shares % of Total
Change No. of shares % change
at the shares
Promoter Name during at the end of during
beginning of at the end of
the period the period the period
the period the period
Promoter Name
Promoters
Kanubhai Patel 2,10,000 - 2,10,000 35.00 -
Kalpesh Dhanjibhai Patel 2,10,000 - 2,10,000 35.00 -
Vasantkumar Narayanbhai Patel 1,80,000 - 1,80,000 30.00 -
Total 6,00,000 - 6,00,000 100.00 -
12.5. Terms / rights attached to equity shares:
Equity shares have a par value of INR 10. They entitle the holder to participate in dividends, and to share in the proceeds of winding up the Company in proportion to the
number of and amounts paid on the shares held. Every holder of equity shares present at a meeting in person or by proxy is entitled to one vote, and upon a poll each share is
entitled to one vote.
12.6. Issue of Shares Under Bonus and Private Placement:
The Company, pursuant to the resolution of the Board of Directors in Board meeting dated July 25, 2025, has issued bonus equity shares in the ratio of 40 equity shares for
each equity share held. The bonus issue has been made by capitalizing retained earnings created out of profits. The record date for the said purpose was fixed as July, 18 2025.
Accordingly, the paid-up equity share capital of the Company has increased by 2,40,00,000 equity shares of face value ₹ 10 each.
The Company, pursuant to the resolution of the Board of Directors dated August 22, 2025, has approved preferential allotment of 20,70,000 equity shares through private
placement. The shares were issued at a price of ₹ 116 per equity share, consisting of a face value of ₹ 10 per share and a securities premium of ₹ 106 per share.
12.7. There are no shares issued for consideration other than cash or shares bought back during the period of five years immediately preceding the reporting date.
347Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
13. Other Equity
Particulars Retained Earnings Securities premium Total
Balance as at April 01, 2022 3,823.86 - 3,823.86
Changes due to first time adoption of Ind As (Refer note 38) (170.60) - (170.60)
Restated Balance as at April 01, 2022 3,653.26 - 3,653.26
Profit for the year (net of taxes) 623.72 - 623.72
Other comprehensive (loss) for the year (0.85) - (0.85)
Total comprehensive income for the year ended March 31, 2023 622.87 - 622.87
As at March 31, 2023 4,276.13 - 4,276.13
Profit for the year (net of taxes) 741.24 - 741.24
Other comprehensive (loss) for the year (13.72) - (13.72)
Total comprehensive income for the year ended March 31, 2024 727.52 - 727.52
As at March 31, 2024 5,003.65 - 5,003.65
Profit for the year (net of taxes) 2,208.48 - 2,208.48
Other comprehensive (loss) for the year (6.71) - (6.71)
Total comprehensive income for the year ended March 31, 2025 2,201.77 - 2,201.77
As at March 31, 2025 7,205.42 - 7,205.42
Profit for the year (net of taxes) 2,336.80 - 2,336.80
Other comprehensive (loss) for the year 6.44 - 6.44
Total comprehensive income for the Nine Months Period ended December 31, 2025 2,343.24 - 2,343.24
Less : Utilised towards issue of bonus shares (2,400.00) - (2,400.00)
Add : On issue of equity shares during the period - 2,194.20 2,194.20
Less : Utilized towards expenses for fresh issue of equity shares towards bonus shares and private - (25.73) (25.73)
placement
As at December 31, 2025 7,148.66 2,168.47 9,317.13
Nature & Purpose of Reserves:
Retained earnings: Retained earnings are the profits earned till date including effect of remeasurement of defined benefit obligations, less any transfers to other reserves and
dividends distributed. The reserve can be utilised in accordance with the provision of the Companies Act, 2013.
Securities premium: Securities premium is used to record the premium on issue of shares. The reserve is utilized in accordance with the provisions of the Companies Act
2013.
348Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
27. Earnings per share (EPS)
Basic EPS amounts are calculated by dividing the profit for the year attributable to equity shareholders of the Company by the weighted average number of equity shares
outstanding during the year.
Diluted EPS amounts are calculated by dividing the profit attributable to equity shareholders of the Company by the weighted average number of Equity shares outstanding
during the year plus the weighted average number of Equity shares that would be issued on conversion of all the dilutive potential Equity shares into Equity shares.
The following reflects the income and share data used in the basic and diluted EPS computation:
For the Nine
Months For the For the For the
Period Year ended Year ended Year ended
Particulars
ended March 31, March 31, March 31,
December 2025 2024 2023
31, 2025
Profit after tax 2,336.80 2,208.48 741.24 623.72
Nominal value of equity share (Amount in Rs.) 10 10 10 10
Total number of equity shares 2,46,00,000 6,00,000 6,00,000 6,00,000
Add: Effect of Bonus shares issue (Refer Note (1) below) - 2,40,00,000 2,40,00,000 2,40,00,000
Add: Effect of preferential allotment of equity shares through private placement (Refer Note (2) below) 8,80,691 - - -
Weighted average number of equity shares for basic and diluted EPS (face value of equity share of Rs. 10) 2,54,80,691 2,46,00,000 2,46,00,000 2,46,00,000
Earnings per equity share (Amount in Rs.)
Basic and diluted earnings per share 9.17 8.98 3.01 2.54
Notes:
1) The Company, pursuant to the resolution of the Board of Directors in Board meeting dated July 25, 2025, has issued bonus equity shares in the ratio of 40 equity shares for
each equity share held. The bonus issue has been made by capitalizing retained earnings created out of profits. The record date for the said purpose was fixed as July, 18 2025.
Accordingly, the paid-up equity share capital of the Company has increased by 2,40,00,000 equity shares of face value ₹ 10 each.
As per the requirements of Ind AS 33, "Earnings Per Share", the figures of earnings per share for the years ended March 31, 2025, 2024 and 2023 have been restated to give
the effect to the allotment of the bonus shares.
2) The Company, pursuant to the resolution of the Board of Directors dated August 22, 2025, has approved preferential allotment of 20,70,000 equity shares through private
placement. The shares were issued at a price of ₹ 116 per equity share, consisting of a face value of ₹ 10 per share and a securities premium of ₹ 106 per share.
28. Contingent liabilities & capital commitment not provided for
28.1. Contingencies
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Claims against the company not acknowledged as debts:
Demands raised/ show cause notices issued relating to Income Tax # 57.29 57.29 34.80 22.27
Demands raised/ show cause notices issued relating to GST # 110.89 110.89 92.43 92.43
# Future cash outflows in respect of above matters are determinable only on receipt of judgements / decisions pending at various forums / authorities. The management, based
on their assessment, does not expect these claims to succeed and accordingly, no provision has been recognised in the financial statements.
28.2. Capital Commitments
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Estimated amount of contracts remaining to be executed on capital account - - - -
and not provided for (net of advances)
349Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
29. Employee benefits
29.1. Post - Employment benefits:
The Company has the following post-employment benefit plans:
i) Defined contribution plans
The Company pays fixed contribution to the provident fund, employee’s state insurance corporation entities and labour welfare fund in relation to several state plans and
insurances for individual employees. This fund is administered by the respective Government authorities, and the Company has no legal or constructive obligations to pay
contributions in addition to its fixed contributions, which are recognised as an expense in the year that related employee services are received.
Amount recognised as expenses and included in Note 23 “Employee benefit expenses”
For the Nine
Months For the Year For the Year For the Year
Particulars Period ended ended ended ended
December 31, March 31, 2025 March 31, 2024 March 31, 2023
2025
Employer’s contribution towards Provident Fund (PF) 194.20 261.97 251.25 145.44
Employer’s contribution towards Employee's State Insurance Corporation (ESIC) 8.49 10.05 7.98 3.78
Employers’ contribution towards Labour welfare fund (LWF) 0.29 0.29 0.30 0.21
Total 202.98 272.31 259.53 149.43
ii) Defined benefits plan
The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. Employees who are in continuous service for a period of 5 years are
eligible for gratuity. The amount of gratuity payable on retirement/termination is the employees last drawn basic salary per month computed proportionately for 15 days salary
multiplied for the number of years of service calculated on actuarial basis. The gratuity plan is a unfunded plan.
Changes in the present value of defined benefit obligation
For the Nine
Months For the Year For the Year For the Year
Particulars Period ended ended ended ended
December 31, March 31, 2025 March 31, 2024 March 31, 2023
2025
Present value of obligation at the beginning of the year 255.20 136.14 63.28 39.82
Current Service Cost 75.56 100.32 49.81 19.46
Past Service Cost - - - -
Interest Cost 12.80 9.79 4.71 2.86
Components of actuarial (gain) / losses on obligations: - - -
- Due to change in financial assumptions (5.40) 15.23 4.48 (2.14)
- Due to change in demographic assumptions - - - -
- Due to experience adjustments (3.20) (6.28) 13.86 3.28
Benefits paid (36.63) - - -
Present value of obligation at the end of the year 298.33 255.20 136.14 63.28
Assets and liabilities recognised in the Balance Sheet:
As at
As at As at As at
Particulars December 31,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Present value of obligation as at the end of the year 298.33 255.20 136.14 63.28
Fair value of plan assets - - - -
Net liability/(asset) recognised in the Balance Sheet 298.33 255.20 136.14 63.28
Current Portion 24.69 8.46 2.40 1.08
Non- Current Portion 273.64 246.74 133.74 62.20
*Included in provision for employee benefits (Refer note 16) 298.33 255.20 136.14 63.28
Expenses recognised in the statement of profit and loss:
For the Nine
Months For the Year For the Year For the Year
Particulars Period ended ended ended ended
December 31, March 31, 2025 March 31, 2024 March 31, 2023
2025
Current service cost 75.56 100.32 49.81 19.46
Past Service Cost - - - -
Net interest cost 12.80 9.79 4.71 2.86
Total* 88.36 110.11 54.52 22.32
*Included in Note 23 "Employee benefit expenses".
350Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
Other Comprehensive Income
For the Nine
Months For the Year For the Year For the Year
Particulars Period ended ended ended ended
December 31, March 31, 2025 March 31, 2024 March 31, 2023
2025
Components of actuarial (gain) / losses on obligations:
- Due to change in financial assumptions (5.40) 15.23 4.48 (2.14)
- Due to change in demographic assumptions - - - -
- Due to experience adjustments (3.20) (6.28) 13.86 3.28
Return on plan assets excluding amounts included in interest income - - - -
Amounts recognised in Other Comprehensive (Income)/Expense (8.60) 8.96 18.34 1.14
The principal assumptions used in determining above defined benefit obligations for the company’s plan are shown below:
Particulars As at December 31, 2025 As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Discount rate 6.95% p.a. 6.80% p.a. 7.25% p.a. 7.50% p.a.
Salary growth rate 10.00% p.a. 10.00% p.a. 10.00% p.a. 10.00% p.a.
Age 25 & below: 10% p.a. Age 25 & below: 10% p.a. Age 25 & below: 10% p.a. Age 25 & below: 10% p.a.
25 to 35: 8 % p.a. 25 to 35: 8 % p.a. 25 to 35: 8 % p.a. 25 to 35: 8 % p.a.
Withdrawal Rates 35 to 45: 6 % p.a. 35 to 45: 6 % p.a. 35 to 45: 6 % p.a. 35 to 45: 6 % p.a.
45 to 55: 4 % p.a. 45 to 55: 4 % p.a. 45 to 55: 4 % p.a. 45 to 55: 4 % p.a.
55 & above: 2 % p.a. 55 & above: 2 % p.a. 55 & above: 2 % p.a. 55 & above: 2 % p.a.
Indian Assured Lives Mortality Indian Assured Lives Mortality Indian Assured Lives Mortality Indian Assured Lives Mortality
Mortality rate
(2012-14) table (2012-14) table (2012-14) table (2012-14) table
Sensitivity analysis for significant assumption is as under:
Impact on defined benefit obligation
For the Nine
Months For the Year For the Year For the Year
Particulars Sensitivity level
Period ended ended ended ended
December 31, March 31, 2025 March 31, 2024 March 31, 2023
2025
Increase by 0.50% 281.38 238.38 127.43 59.31
Discount rate
Decrease by 0.50% 316.96 273.85 145.82 67.68
Increase by 0.50% 309.76 267.20 142.73 66.35
Salary growth rate
Decrease by 0.50% 287.10 243.29 129.77 60.22
W.R. x 110% 293.79 250.18 133.77 62.25
Withdrawal rate
W.R. x 90% 302.91 260.33 138.60 64.37
The following are the expected future benefit payments for the defined benefit plan (Undiscounted):
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Year 1 Cashflow 24.69 8.46 2.40 1.08
Year 2 Cashflow 6.89 7.57 6.96 1.71
Year 3 Cashflow 12.56 8.88 5.83 5.04
Year 4 Cashflow 13.90 13.44 6.72 3.73
Year 5 Cashflow 15.81 14.71 8.82 4.17
Year 6 to Year 10 Cashflow 142.18 85.97 45.99 20.20
351Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
30. Related Party Disclosures
In accordance with the requirements of Ind AS - 24 ‘Related Party Disclosures’, names of the related parties, related party relationship, transactions and outstanding balances
with whom transactions have taken place during reported periods are:
30.1. Name of related parties and their relationship:
Key Management Personnel:
Kanubhai Patel (Managing Director)
Kalpesh Dhanjibhai Patel (Chairman and Executive Director)
Vasantkumar Narayanbhai Patel (Whole Time Director)
Chetan Bharatkumar Modi (Chief Financial Officer) [w.e.f. September 29, 2025]
Hardikkumar Jitendrabhai Patel (Company Secretary and Compliance Officer) [w.e.f. July 24, 2025]
Shikha Agrawal (Independent Director) [w.e.f. August 22, 2025]
Ishvarlal Mafatlal Bhavsar (Independent Director) [w.e.f. August 22, 2025]
Desai Alpesh Dharamsinh (Independent Director) [w.e.f. August 22, 2025]
Anandmohan Tiwari (Independent Director) [w.e.f. August 22, 2025]
Relatives of key management personnel:
Nimaben Patel (Whole Time Director - Vasantkumar Narayanbhai Patel Son's Wife)
Nayanaben K Patel (Wife of Managing Director - Kanubhai Patel)
Namrata K Patel (Wife of Chairman and Executive Director - Kalpesh Dhanjibhai Patel)
Nitaben Vasantbhai Patel (Wife of Whole Time Director - Vasantkumar Narayanbhai Patel)
Bhavikaben Mahesh Patel (Sister of Chairman and Executive Director - Kalpesh Dhanjibhai Patel)
Entity over which key management personnel or their relatives are able to exercise significant influence:
Devnandan Renewable Energy Private Limited
Patel Kanubhai (HUF) (Managing Director is Karta of HUF)
Patel Kalpesh Dhanjibhai (HUF) (Chairman and Executive Director is Karta of HUF)
Patel Vasantkumar (HUF) (Whole Time Director is Karta of HUF)
Devnandan Projects LLP (upto July 19, 2024)
30.2. Details of transactions with related parties in the ordinary course of business for the year ended:
For the Nine For the Year For the Year For the Year
Months ended ended ended
Particulars Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31,
2025
Remuneration
Key Management personnel
Kanubhai Patel 143.96 195.00 180.00 180.00
Kalpesh Dhanjibhai Patel 143.96 180.00 195.00 180.00
Vasantkumar Narayanbhai Patel 123.43 154.29 167.14 154.29
Hardikkumar Jitendrabhai Patel 6.29 - - -
Chetan Bharatkumar Modi 5.01 - - -
Remuneration to Relative of KMP
Nimaben Patel 5.80 4.80 4.80 4.80
Namrata K Patel 9.50 6.00 6.00 6.00
Bhavikaben Mahesh Patel 5.89 6.04 5.18 5.21
Director's sitting fees
Shikha Agrawal 0.30 - - -
Ishvarlal Mafatlal Bhavsar 0.65 - - -
Desai Alpesh Dharamsinh 0.65 - - -
Anandmohan Tiwari 0.65 - - -
Issue of Bonus Equity Shares
Key Management personnel
Kanubhai Patel 840.00 - - -
Kalpesh Dhanjibhai Patel 840.00 - - -
Vasantkumar Narayanbhai Patel 720.00 - - -
Issue of Equity Shares
Hardikkumar Jitendrabhai Patel 5.00 - - -
Bhavikaben Mahesh Patel 5.00 - - -
Rent
Key Management personnel
Kanubhai Patel 7.92 10.56 10.56 10.56
Kalpesh Dhanjibhai Patel 2.52 3.36 3.36 3.81
352Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
For the Nine For the Year For the Year For the Year
Months ended ended ended
Particulars Period ended March 31, 2025 March 31, 2024 March 31, 2023
December 31,
2025
Vasantkumar Narayanbhai Patel 2.16 2.88 2.88 2.88
Entity over which key management personnel or their relatives are able to
exercise significant influence:
Patel Kanubhai (HUF) 3.60 7.20 7.20 7.20
Patel Kalpesh Dhanjibhai (HUF) 3.60 7.20 7.20 7.20
Patel Vasantkumar (HUF) 1.03 6.17 6.17 6.17
Labour Expense
Entity over which key management personnel or their relatives are able to
exercise significant influence:
Devnandan Projects LLP - 81.99 41.85 88.36
Sale of Investment Property
Key Management personnel
Kanubhai Patel 21.20 - - -
Kalpesh Dhanjibhai Patel 20.55 - - -
Vasantkumar Narayanbhai Patel 20.55 - - -
Sales return
Entity over which key management personnel or their relatives are able to
exercise significant influence:
Devnandan Renewable Energy Private Limited - - - 99.75
Loan taken
Key Management personnel
Kanubhai Patel 83.91 65.00 70.00 16.50
Kalpesh Dhanjibhai Patel - 100.00 100.00 21.00
Vasantkumar Narayanbhai Patel 36.00 20.00 42.86 -
Loan Repaid
Key Management personnel
Kanubhai Patel 83.91 65.57 70.00 16.50
Kalpesh Dhanjibhai Patel - 100.22 100.00 21.00
Vasantkumar Narayanbhai Patel 36.00 20.19 42.86 -
30.3. Amount due to/from related party as on:
As at
As at As at As at
Particulars December 31,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Borrowings
Key Management personnel
Kanubhai Patel - - 0.57 0.57
Kalpesh Dhanjibhai Patel - - 0.22 0.22
Vasantkumar Narayanbhai Patel - - 0.19 0.19
Remuneration
Key Management personnel
Kanubhai Patel 8.96 26.92 17.24 26.92
Kalpesh Dhanjibhai Patel 8.96 10.40 10.40 10.40
Vasantkumar Narayanbhai Patel 7.72 14.22 14.22 14.22
Hardikkumar Jitendrabhai Patel 0.79 - - -
Chetan Bharatkumar Modi 1.36 - - -
Remuneration to Relative of KMP
Nimaben Patel 0.60 0.40 0.40 0.40
Namrata K Patel 1.00 0.50 0.50 0.50
Bhavikaben Mahesh Patel 0.58 0.50 0.47 0.42
Trade Payable - Rent
Key Management personnel
353Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
As at
As at As at As at
Particulars December 31,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Kanubhai Patel 0.79 0.79 0.79 0.79
Kalpesh Dhanjibhai Patel 0.25 0.25 0.25 0.25
Vasantkumar Narayanbhai Patel 0.22 0.22 0.22 0.22
Entity over which key management personnel or their relatives are able to exercise
significant influence:
Patel Kanubhai (HUF) - 0.59 0.59 0.59
Patel Kalpesh Dhanjibhai (HUF) - 0.59 0.59 0.59
Patel Vasantkumar (HUF) - 0.50 0.50 0.50
Trade Receivable
Entity over which key management personnel or their relatives are able to exercise
significant influence:
Devnandan Projects LLP - 30.10 - -
Devnandan Renewable Energy Private Limited 1.15 1.15 1.15 1.15
Terms and conditions of transactions with related parties:
(i) The future liability for gratuity and compensated absence is provided on aggregated basis for all the employees of the company taken as a whole, the amount pertaining
to KMPs is not ascertainable separately and therefore not included above.
(ii) The names of the related parties and nature of the relationships where control exists are disclosed irrespective of whether or not there have been transactions between
the related parties. For others, the names and the nature of relationships is disclosed only when the transactions are entered into by the Company with the related parties
during the existence of the related party relationship.
(iii) Related party transactions reported are excluding GST for which the company is eligible for credit. However, outstanding balances reported at the year end is inclusive
of GST component wherever applicable.
(iv) All transactions with related parties are made on the terms equivalent to those that prevail in arm’s length transactions and with in the ordinary course of business.
(v) Following related parties have provided personal guarantee to the bankers towards cash credit facilities and working capital term loans availed by the Company as
disclosed in note 14 to the restated financial information:
Kanubhai Patel
Kalpesh Dhanjibhai Patel
Vasantkumar Narayanbhai Patel
Namrata K Patel
Nayanaben K Patel
Nitaben Vasantbhai Patel
354Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
31. Corporate social responsibility (CSR) expenditure:
As per Section 135 of the Companies Act, 2013, a company, meeting the applicability threshold, needs to spend at least 2% of its average net profit for the immediately preceding
three financial years on corporate social responsibility (CSR) activities. A CSR committee has been formed by the company as per the Act. The funds are utilized through the
year on these activities which are specified in Schedule VII of the Companies Act, 2013.
For the Nine Months
For the Year ended For the Year ended For the Year ended
Particulars Period ended
March 31, 2025 March 31, 2024 March 31, 2023
December 31, 2025
a) The gross amount required to be 32.85 19.50 19.28 19.49
spent by the company on the corporate
social responsibility (CSR) activities
during the year as per the provisions
of Section 135 of the Companies Act,
2013 (refer note below)
b) Amount approved by the board to 32.85 19.50 19.28 19.49
be spent during the period or year
Yet to Yet to Yet to Yet to
c) Amount spent during the period or
In cash be paid Total In cash be paid Total In cash be paid Total In cash be paid Total
year
in cash in cash in cash in cash
i) Construction/acquisition of asset - - - - - - - - - - - -
ii) On purposes other than (i) above - 32.85 32.85 19.50 - 19.50 19.30 - 19.30 19.51 - 19.51
d) reason for shortfall Not applicable Not applicable Not applicable Not applicable
e) Details of related party transactions,
e.g., contribution to a trust controlled
by the company in relation to CSR Not applicable Not applicable Not applicable Not applicable
expenditure as per Ind AS 24, Related
Party Disclosures.
f) where a provision is made with
respect to a liability incurred by
entering into a contractual obligation, Not applicable Not applicable Not applicable Not applicable
the movements in the provision during
the period shall be shown separately.
Contribution towards promoting education, Contribution towards Contribution towards
g) The areas for CSR activities are in betterment of society for including special education betterment of society for betterment of society for
accordance with Schedule VII providing affordable and employment enhancing providing affordable providing affordable
healthcare services. vocation skills. healthcare services. healthcare services.
h) Details of CSR expenditure under section 135(5) of the Act in respect of other than ongoing projects :
Particulars Amount
Balance as at April 01, 2025 -
Amount deposited in a specified fund of schedule VII of the Act within 6 months -
Amount required to be spent during the period 32.85
Amount spent during the period -
Balance unspent as at December 31, 2025 # 32.85
# The CSR liability appearing as at December 31, 2025 represents the obligation pertaining to the full financial year ending March 31, 2026.
As the current reporting period covers nine months ended December 31, 2025, the CSR amount remains unspent as of the reporting date. The Company intends to incur the
required CSR expenditure on or before March 31, 2026, in compliance with the provisions of Section 135 of the Companies Act, 2013.
Accordingly, the balance is disclosed as “Unspent CSR Amount” as at December 31, 2025, and does not represent any non-compliance or delay in meeting statutory
requirements.
Particulars Amount
Balance as at April 01, 2024 -
Amount deposited in a specified fund of schedule VII of the Act within 6 months -
Amount required to be spent during the year 19.50
Amount spent during the year 19.50
Balance unspent as at March 31, 2025 -
Particulars Amount
Balance as at April 01, 2023 -
Amount deposited in a specified fund of schedule VII of the Act within 6 months -
Amount required to be spent during the year 19.28
Amount spent during the year 19.30
Balance unspent as at March 31, 2024 -
355Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
Particulars Amount
Balance as at April 01, 2022 -
Amount deposited in a specified fund of schedule VII of the Act within 6 months -
Amount required to be spent during the year 19.49
Amount spent during the year 19.51
Balance unspent as at March 31, 2023 -
32. Details of dues to micro and small enterprises as per MSMED Act, 2006:
The details as required by MSMED Act are given below;
As at As at As at As at
Particulars December March March March
31, 2025 31, 2025 31, 2024 31, 2023
(a) The amount remaining unpaid to any supplier as at the end of accounting year;
Principal (Pertaining towards Trade Payable) 2,040.42 595.26 977.26 1,023.21
Interest 131.21 104.96 46.37 20.52
Total 2,171.63 700.23 1,023.63 1,043.73
(b) The amount of interest paid by the buyer in terms of section 16 of the MSMED Act, along with the amount of the 1,917.45 - - -
payment made to the supplier beyond the appointed day during each accounting year.
(c) The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond 26.24 2.85 2.00 8.91
the appointed day during the year) but without adding the interest specified under the MSMED Act.
(d) The amount of interest accrued and remaining unpaid at the end of each accounting year. 26.24 58.59 25.85 20.52
(e) The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest 131.21 104.96 46.37 20.52
dues above are actually paid to the small enterprise, for the purpose of disallowance of a deductible expenditure under
section 23 of the MSMED Act.
33. Segment Reporting
In accordance with Ind As 108, Operating segments are reported in a manner consistent with internal reporting provided to the Chief Operating Decision Maker (CODM) i.e.
the Board of Directors. The Company's activities comprise “Various types of EPC Contracts & Operation and Maintenance Services Contracts". As the Company's business
activity falls within a single business segment viz. "EPC Service" and hence there is no separate reportable segment as per Ind AS 108 "Operating Segment".
356Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
34. Fair values of financial assets and financial liabilities
A. Category-wise classification of financial instrument
The carrying value of financial instruments by categories as of December 31, 2025, March 31, 2025 and March 31, 2024, March 31, 2023:
As at December 31, 2025
At Fair Value
At Fair Value
Particulars Notes At Amortised Through Other
Through Profit Carrying value
cost Comprehensive
or Loss
Income
Financial assets:
Investments 3 - 13.75 - 13.75
Other Financial Assets (Non Current) 4 1,354.26 - - 1,354.26
Other Financial Assets (Current) 4 4,607.38 - - 4,607.38
Trade receivables 8 14,406.60 - - 14,406.60
Cash and cash equivalents 9 43.20 - - 43.20
Bank balances other than cash and cash equivalents 10 400.20 - - 400.20
Loans 11 1.77 - - 1.77
Total 20,813.41 13.75 - 20,827.16
Financial liabilities
Non-current borrowings 14 277.37 - - 277.37
Current borrowings 14 3,569.38 - - 3,569.38
Other Financial Liabilities (Non Current) 15 107.22 - - 107.22
Other Financial Liabilities (Current) 15 567.23 - - 567.23
Trade payables 17 5,356.23 - - 5,356.23
Total 9,877.43 - - 9,877.43
As at March 31, 2025
At Fair Value
At Fair Value
Particulars Notes At Amortised Through Other
Through Profit Carrying value
cost Comprehensive
or Loss
Income
Financial assets:
Investments 3 - 13.75 - 13.75
Other Financial Assets (Non Current) 4 856.98 - - 856.98
Other Financial Assets (Current) 4 2,279.82 - - 2,279.82
Trade receivables 8 9,011.20 - - 9,011.20
Cash and cash equivalents 9 68.58 - - 68.58
Bank balances other than cash and cash equivalents 10 360.20 - - 360.20
Total 12,576.78 13.75 - 12,590.53
Financial liabilities
Non-current borrowings 14 104.05 - - 104.05
Current borrowings 14 1,786.41 - - 1,786.41
Other Financial Liabilities (Non Current) 15 201.89 - - 201.89
Other Financial Liabilities (Current) 15 204.15 - - 204.15
Trade payables 17 4,516.94 - - 4,516.94
Total 6,813.43 - - 6,813.43
As at March 31, 2024
At Fair Value
At Fair Value
Particulars Notes At Amortised Through Other
Through Profit Carrying value
cost Comprehensive
or Loss
Income
Financial assets:
Investments 3 - 13.75 - 13.75
Other Financial Assets (Non Current) 4 1,998.99 - - 1,998.99
Other Financial Assets (Current) 4 1,074.74 - - 1,074.74
Trade receivables 8 6,989.09 - - 6,989.09
Cash and cash equivalents 9 17.16 - - 17.16
Bank balances other than cash and cash equivalents 10 - - - -
Total 10,079.98 13.75 - 10,093.73
Financial liabilities
Non-current borrowings 14 145.57 - - 145.57
Current borrowings 14 2,477.25 - - 2,477.25
Other Financial Liabilities (Non Current) 15 110.42 - - 110.42
Other Financial Liabilities (Current) 15 191.86 - - 191.86
357Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
As at March 31, 2024
At Fair Value
At Fair Value
Particulars Notes At Amortised Through Other
Through Profit Carrying value
cost Comprehensive
or Loss
Income
Trade payables 17 2,906.79 - - 2,906.79
Total 5,831.89 - - 5,831.89
As at March 31, 2023
At Fair Value
At Fair Value
Particulars Notes At Amortised Through Other
Through Profit Carrying value
cost Comprehensive
or Loss
Income
Financial assets:
Investments 3 - 14.00 - 14.00
Other Financial Assets (Non Current) 4 1,835.01 - - 1,835.01
Other Financial Assets (Current) 4 1,089.76 - - 1,089.76
Trade receivables 8 5,781.65 - - 5,781.65
Cash and cash equivalents 9 15.16 - - 15.16
Bank balances other than cash and cash equivalents 10 - - - -
Total 8,721.58 14.00 - 8,735.58
Financial liabilities
Non-current borrowings 14 167.28 - - 167.28
Current borrowings 14 2,389.63 - - 2,389.63
Other Financial Liabilities (Non Current) 15 110.42 - - 110.42
Other Financial Liabilities (Current) 15 155.35 - - 155.35
Trade payables 17 2,538.24 - - 2,538.24
Total 5,360.92 - - 5,360.92
The management assessed that carrying values of financial instruments i.e., cash and cash equivalents, Investments, trade payables, trade receivables, other financial assets
and liabilities as at December 31, 2025, as at March 31, 2025, as at March 31, 2024 and as at March 31, 2023 are reasonable approximations of their fair values largely due
to the short-term maturities of these instruments.
The fair value of the financial assets and liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties,
other than in a forced or liquidation sale.
Fair value hierarchy
The fair value of the Financial Assets and Liabilities is included at the amount at which the instrument could be exchanged in a current transaction between willing parties,
other than in a forced or liquidation sale. The Company uses the following hierarchy for determining and/or disclosing the fair value of Financial Instruments by valuation
techniques:
(i) Level 1: quoted prices (unadjusted) in active markets for identical Assets or Liabilities.
(ii) Level 2: inputs other than quoted prices included within Level 1 that are observable for the Assets or Liabilities, either directly (i.e., as prices) or indirectly (i.e., derived
from prices).
(iii) Level 3: inputs for the Assets or Liabilities that are not based on observable market data (unobservable inputs).
No financial assets/liabilities have been valued using level 1 fair value measurements.
Financial instrument measured at amortised cost
The carrying amount of financial assets and financial liabilities measured at amortised cost in the financial statements are a 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.
358Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
35. Financial risk management objectives and policies:
The company's principal financial liabilities comprise loans and borrowings, trade and other payables. The main purpose of these financial liabilities is to finance the
company's operations. The company's principal financial assets include trade and other receivables and cash and cash equivalents that derive directly from its operations.
The company's Board of Directors has overall responsibility for the establishment and oversight of the company's risk management framework. The company's risk
management policies are established to identify and analyse the risks faced by the company, to set appropriate risk limits and controls and to monitor risks. Risk management
policies and systems are reviewed regularly to reflect changes in market conditions and the company's activities. The company's board of directors oversees the management
of these risks and ensures that financial risk activities are governed by appropriate policies and procedures and that financial risks are identified, measured and managed in
accordance with the company's policies and risk objectives. The company is exposed to market risk, credit risk and liquidity risk.
(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 risk: interest rate risk, currency risk and other price risk. Financial instruments affected by market risk include borrowings and derivative financial instruments.
(i) Exposure to 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. The Company exposure
to the risk of changes in market interest rates relates primarily to the Company’s short-term and long-term debt obligations with floating interest rates.
The Company manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
As at As at As at As at
Variable-rate instruments
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Non-current borrowings - - - -
Current borrowings 2,299.86 1,747.31 2,431.89 2,344.79
Interest rate sensitivity:
The following table demonstrates the sensitivity to a reasonably possible change in interest rates on that portion of borrowings. With all other variables held constant, the
Company’s profit before tax is affected through the impact on floating rate borrowings, as follows:
Profit or (loss)
Particulars
50 bp increase 50 bp decrease
As at December 31, 2025
Non-current borrowings - -
Current borrowings (11.50) 11.50
Total (11.50) 11.50
As at March 31, 2025
Non-current borrowings - -
Current borrowings (8.74) 8.74
Total (8.74) 8.74
As at March 31, 2024
Non-current borrowings - -
Current borrowings (12.16) 12.16
Total (12.16) 12.16
As at March 31, 2023
Non-current borrowings - -
Current borrowings (11.72) 11.72
Total (11.72) 11.72
(ii) Foreign currency risk
Currency risk is not material, as the company's primary business activities are within India and does not have significant exposure in foreign currency.
(iii) Commodity Price risk
Commodity price risk for the company is mainly related to fluctuations in Steel, iron, and other raw material prices linked to various external factors, which can affect the
cost of the Company. Since the raw material costs is one of the primary costs drivers, any adverse fluctuation in prices can lead to drop in operating margin. In case of
Govt contracts, price escalation is allowed for majority of commodities but in case of private contracts, to manage this risk, the Company identifying various factors. The
Company is procuring materials at spot prices. Additionally, whenever there is a benefit of economic of sales processes and policies related to such risks are reviewed and
controlled by senior management and also requirements are being monitored by the procurement team.
(B) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. Credit risk arises
principally from the Company’s receivables, from deposits with landlords and other security deposits and also arises from cash held with banks and financial institutions.
The maximum exposure to credit risk is equal to the carrying value of the financial assets. The objective of managing counterparty credit risk is to prevent losses in financial
assets. The Company assesses the credit quality of the counterparties, taking into account their financial position, past experience and other factors. The Company has no
significant concentration of credit risk with any counterparty. Bank deposits are placed with reputed banks / financial institutions. Other financial assets includes deposits
359Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
receivable, interest accrued on deposits and other receivables. These receivables are monitored on a periodic basis for assessing any significant risk of non-recoverability
of dues and provision is created accordingly.
Trade Receivables
Trade Receivables of the company are unsecured. Credit risk is managed through periodic monitoring of the creditworthiness of customers in the normal course of business.
Credit risk on trade receivables is limited as the Company’s customer base substantially includes government promoted undertakings and public sector undertakings. Also,
generally the company does not enter into sales transaction with customers having credit loss history. In addition, trade receivable balances are monitored on an on-going
basis with the result that the Company's exposure to bad debts is not significant. The portion of the payments retained by the customer until final contract settlement is not
considered a significant financing component since it is usually intended to provide customer with a form of security for Company’s remaining performance as specified
under the contract, which is consistent with the industry practice. The Company does not require collateral in respect of its trade receivables. An impairment analysis is
performed at each reporting date using a provision matrix to measure ECL. The provision rates are based on days past due. The calculation reflects the probability-weighted
outcome, the time value of money and reasonable and supportable information that is available at the reporting date about past events, current conditions and forecasts of
future economic conditions, if any. In case of disputed trade receivables, the Company performs individual credit risk assessment and creates expected credit loss allowance
(ECL) based on internal assessment for such cases.
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However, management also considers the factors that may
influence the credit risk of its customer base, including the default risk of the industry.
Trade receivables are consisting of a large number of customers. The Management has established a credit policy under which each new customer is analysed individually
for creditworthiness before the Company’s standard payment and delivery terms and conditions are offered. The Company’s review includes market check, industry
feedback, past financials and external ratings, if they are available. Sale limits are established for each customer and reviewed periodically.
The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and other receivables. The management uses a simplified
approach for the purpose of computation of expected credit loss for trade receivables. The Company’s receivables can be classified into two categories, one is from the
customers/ dealers in the market and second one is from the Government of India/State. As far as receivables from the Government are concerned, credit risk is Nil.
In monitoring customer credit risk, customers are reviewed according to their credit characteristics, including whether they are an individual or a legal entity, their
geographic location, industry and existence of previous financial difficulties. The ageing analysis of the receivables has been considered from the date the invoice falls due.
Cash and cash equivalents
Credit Risk on cash and cash equivalent, deposits with the banks is generally low as the said deposits have been made with the banks who have been assigned high credit
rating by international and domestic rating agencies.
(C) Liquidity risk
Liquidity risk is the risk that the company may not be able to meet its present and future cash and collateral obligations without incurring unacceptable losses. 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 through various short term and long-term loans at an optimized cost.
The table below summarizes the maturity profile of the Company’s financial liabilities based on contractual payments:
More than Carrying
Particulars On demand Less than 1 year 1 year to 5 years Total
5 years amount
As at December 31, 2025
Borrowings 2,739.32 830.06 277.37 - 3,846.75 3,846.75
Trade payables - 5,356.23 - - 5,356.23 5,356.23
Other financial liabilities - 567.23 107.22 - 674.45 674.45
Total 2,739.32 6,753.52 384.59 - 9,877.43 9,877.43
As at March 31, 2025
Borrowings 1,724.15 62.26 104.05 - 1,890.45 1,890.45
Trade payables - 4,516.94 - - 4,516.94 4,516.94
Other financial liabilities - 204.15 201.89 - 406.04 406.04
Total 1,724.15 4,783.35 305.93 - 6,813.43 6,813.43
As at March 31, 2024
Borrowings 2,209.14 268.11 145.57 - 2,622.82 2,622.82
Trade payables - 2,906.79 - - 2,906.79 2,906.79
Other financial liabilities - 191.86 110.42 - 302.28 302.28
Total 2,209.14 3,366.76 255.99 - 5,831.89 5,831.89
As at March 31, 2023
Borrowings 1,666.61 723.02 167.28 - 2,556.91 2,556.91
Trade payables - 2,538.24 - - 2,538.24 2,538.24
Other financial liabilities - 155.35 110.42 - 265.77 265.77
Total 1,666.61 3,416.61 277.70 - 5,360.92 5,360.92
360Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
36. Capital management
i) For the purpose of the Company’s capital management, capital includes issued equity capital, share premium and all other equity reserves attributable to the equity
holders. The primary objective of the Company’s capital management is to maximize the shareholder value, to optimize returns to the shareholders and to ensure
the Company's ability to continue as a going concern.
The capital structure of the company is based on management’s judgement of the appropriate balance of key elements in order to meet its strategic and day-to-day
needs. We consider the amount of capital in proportion to risk and manage the capital structure in light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the capital structure, the company may adjust the amount of dividends paid to shareholders,
return capital to shareholders or issue new shares.
The company’s policy is to maintain a stable and strong capital structure with a focus on total equity so as to maintain investor, creditors and to sustain future
development and growth of its business. The company will take appropriate steps in order to maintain, or if necessary adjust, its capital structure.
As at As at As at As at
Particulars
December 31, 2025 March 31, 2025 March 31, 2024 March 31, 2023
Debt (refer below note) 3,846.75 1,890.45 2,622.82 2,556.91
Less: Cash and cash equivalents (43.20) (68.58) (17.16) (15.16)
Net debt (A) 3,803.55 1,821.87 2,605.66 2,541.75
Share capital 2,667.00 60.00 60.00 60.00
Other equity 9,317.13 7,205.42 5,003.65 4,276.13
Total equity (B) 11,984.13 7,265.42 5,063.65 4,336.13
Gearing ratio (A)/(A+B) 0.24 0.20 0.34 0.37
Notes: Debt is defined as non-current borrowings, current borrowings (excluding financial guarantee contracts and contingent consideration) and lease liabilities.
ii) Dividends
The Company has not declared any dividend during all reporting periods.
361Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
37. Ratio analysis and its elements
The following are analytical ratios for the Nine Months Period ended December 31, 2025:
Ratio as on
S No. Ratio Formula
As at December 31, 2025
(a) Current Ratio Current Assets(i) / Current Liabilities(ii) 1.86
(b) Debt-Equity Ratio Total Debt(iii) / Shareholder's Equity 0.32
(c) Debt Service Coverage Ratio Earning available for debt Service(iv) / Debt Service(v) 8.09
(d) Return on Equity Ratio Profit after tax less pref. Dividend x 100 / Average Shareholder's Equity 24.28%
(e) Inventory Turnover Ratio Cost of Goods Sold OR Sales / Average Inventory 35.75
(f) Trade Receivables Turnover Ratio Net Credit Sales / Average Trade Receivables 2.34
(g) Trade Payables Turnover Ratio Net Credit Purchases / Average Trade Payables 2.88
(h) Net Capital Turnover Ratio Net Sales /Average Working Capital 2.62
(i) Net Profit Ratio Net Profit / Net Sales 8.51%
(j) Return on Capital Employed EBIT /Average Capital Employed(vi) 26.53%
(k) Return on Investment Time Weighted Rate of Return (TWRR) Not Applicable
Note: The figures for the current period pertain to nine months ended December 31, 2025 while the previous period represents the full financial year ended March
31. As the periods are not comparable, a variation analysis has not been disclosed for current period.
The following are analytical ratios for the year ended March 31, 2025 and March 31, 2024:
Ratio as on Ratio as on
As at As at
S No. Ratio Formula Variation Reason (If variation is more than 25%)
March 31, March 31,
2025 2024
(a) Current Ratio Current Assets(i) / Current 1.81 1.34 35.66% The increase in the current ratio is due to higher current
Liabilities(ii) assets and reduced current liabilities, improving the
Company’s liquidity position.
(b) Debt-Equity Ratio Total Debt(iii) / 0.26 0.52 -49.77% The debt-to-equity ratio has decreased, indicating
Shareholder's Equity improved financial leverage due to repayment of debt.
This reflects a stronger capital structure and reduced
reliance on external borrowings.
(c) Debt Service Coverage Earnings available for debt 7.55 3.38 123.12% Better cost control and improved operational efficiency
Ratio Service(iv) / Debt Service(v) have contributed to higher profits, helping the company
cover its debt more comfortably.
(d) Return on Equity Ratio Profit after tax less pref. 35.83% 15.77% 127.16% The Return on Equity has increased primarily due to
Dividend x 100 / Average higher net profit, indicating improved profitability and
Shareholder's Equity more effective use of shareholders’ funds.
(e) Inventory Turnover Cost of Goods Sold OR 59.33 79.16 -25.05% The decrease in the inventory turnover ratio is due to
Ratio Sales / Average Inventory higher sales resulting to purchase of sufficient inventory
to maintain stock.
(f) Trade Receivables Net Credit Sales / Average 3.49 2.86 22.04% NA
Turnover Ratio Trade Receivables
(g) Trade Payables Turnover Net Credit Purchases / 3.48 2.46 41.52% The increase in payable turnover ratio, driven by higher
Ratio Average Trade Payables purchases, indicates faster payments to suppliers,
reflecting strong liquidity and good supplier
relationships.
(h) Net Capital Turnover Net Sales /Average Working 4.57 4.29 6.48% NA
Ratio Capital
(i) Net Profit Ratio Net Profit / Net Sales 7.90% 4.06% 94.87% The increase in net profit ratio indicates improved
profitability, sales and operational efficiency.
(j) Return on Capital EBIT /Average Capital 41.76% 18.41% 126.89% Return on Capital Employed improved as higher sales
Employed Employed(vi) boosted net profit, reflecting efficient use of capital and
strong business performance.
(k) Return on Investment Time Weighted Rate of 15.00% 15.00% 0.00% NA
Return (TWRR)
The following are analytical ratios for the year ended March 31, 2024 and March 31, 2023:
Ratio as on Ratio as on
As at As at
S No. Ratio Formula Variation Reason (If variation is more than 25%)
March 31, March 31,
2024 2023
(a) Current Ratio Current Assets(i) / Current 1.34 1.26 5.86% NA
Liabilities(ii)
(b) Debt-Equity Ratio Total Debt(iii) / 0.52 0.59 -12.16% NA
Shareholder's Equity
(c) Debt Service Coverage Earnings available for debt 3.38 1.94 74.11% The significant reduction in loan repayments has
Ratio Service(iv) / Debt Service(v) positively impacted the DSCR, indicating improved
liquidity and a stronger capacity to meet debt obligations
with available earnings.
(d) Return on Equity Ratio Profit after tax less pref. 15.77% 15.18% 3.92% NA
Dividend x 100 / Average
Shareholder's Equity
(e) Inventory Turnover Cost of Goods Sold OR 79.16 42.77 85.11% The increase in inventory turnover ratio is driven by
Ratio Sales / Average Inventory higher sales growth, reflecting efficient inventory
management and strong service demand.
(f) Trade Receivables Net Credit Sales / Average 2.86 2.26 26.90% The increase in the trade receivables turnover ratio is
Turnover Ratio Trade Receivables attributable to strengthened collection procedures,
362Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
Ratio as on Ratio as on
As at As at
S No. Ratio Formula Variation Reason (If variation is more than 25%)
March 31, March 31,
2024 2023
enhanced credit controls, and efficient receivables
management, resulting in a reduction in average trade
receivables and an increase in revenue from operations.
(g) Trade Payables Turnover Net Credit Purchases / 2.46 2.13 15.27% NA
Ratio Average Trade Payables
(h) Net Capital Turnover Net Sales /Average Working 4.29 3.11 38.13% Company's net sales have grown faster than its working
Ratio Capital capital.
(i) Net Profit Ratio Net Profit / Net Sales 4.06% 5.19% -21.82% NA
(j) Return on Capital EBIT /Average Capital 18.41% 15.45% 19.17% NA
Employed Employed(vi)
(k) Return on Investment Time Weighted Rate of 15.00% 14.73% 1.82% NA
Return (TWRR)
The following are analytical ratios for the year ended March 31, 2023 and March 31, 2022:
Ratio as on Ratio as on
As at As at
S No. Ratio Formula Variation Reason (If variation is more than 25%)
March 31, March 31,
2023 2022
(a) Current Ratio Current Assets(i) / Current 1.26 1.24 1.94% NA
Liabilities(ii)
(b) Debt-Equity Ratio Total Debt(iii) / 0.59 0.78 -24.49% NA
Shareholder's Equity
(c) Debt Service Coverage Earnings available for debt 1.94 1.14 69.69% The improvement in DSCR reflects stronger operating
Ratio Service(iv) / Debt Service(v) cash flows and efficient debt servicing capacity.
(d) Return on Equity Ratio Profit after tax less pref. 15.18% 21.72% -30.12% ROE decreased due to lower profits and higher equity
Dividend x 100 / Average base, which strengthens the Company’s capital position
Shareholder's Equity for future growth.
(e) Inventory Turnover Cost of Goods Sold OR 42.77 25.20 69.73% The increase in inventory turnover ratio is driven by
Ratio Sales / Average Inventory higher sales growth, reflecting efficient inventory
management and strong service demand.
(f) Trade Receivables Net Credit Sales / Average 2.26 2.34 -3.44% NA
Turnover Ratio Trade Receivables
(g) Trade Payables Turnover Net Credit Purchases / 2.13 2.30 -7.02% NA
Ratio Average Trade Payables
(h) Net Capital Turnover Net Sales /Average Working 3.11 4.17 -25.56% The decline in the Net Capital Turnover Ratio is mainly
Ratio Capital due to a substantial increase in average working capital,
while revenue from operations grew at a comparatively
slower pace.
(i) Net Profit Ratio Net Profit / Net Sales 5.19% 6.99% -25.76% Net profit ratio declined as sales grew faster than profits,
reflecting the Company’s focus on expanding market
share and strengthening its growth base.
(j) Return on Capital EBIT /Average Capital 15.45% 20.56% -24.86% NA
Employed Employed(vi)
(k) Return on Investment Time Weighted Rate of 14.73% 14.78% -0.36% NA
Return (TWRR)
Footnotes:
(i) Current Assets= Inventories+ Trade Receivable + Cash & Cash Equivalents + Other Current Assets + Other Current financial assets
(ii) Current Liability= Short-term borrowings + Trade Payables + Other Current financial Liability+ Provisions + Other Current Liability
(iii) Debt= long term borrowing and current maturities of long-term borrowings and short term borrowings.
(iv) Earning for Debt Service = Net Profit after taxes + Non-cash operating expenses like depreciation and other amortizations + Interest + other adjustments like loss on
sale of Fixed assets etc.
(v) Debt Service = Interest & Lease Payments + Principal Repayments
(vi) Capital Employed= Tangible Net Worth + Total Debt + Deferred Tax Liability - Deferred Tax Assets
363Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
38. Notes on First time adoption of IND AS
The company has prepared its first Financial Statements in accordance with Ind AS for the year ended March 31, 2025. For periods up to and including the year ended 31 March
2024, the Company prepared its financial statements in accordance with Indian GAAP, including accounting standards notified under the Companies (Accounting Standards)
Rules, 2021. The effective date for Company’s Ind AS Opening Balance Sheet is 01 April 2022 (the date of transition to Ind AS).
For all the periods up to and including the year ended March 31, 2024, the Company has prepared its annual financial statements in accordance with accounting standards
notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 (Indian GAAP), due to which the Company
has prepared its Special Purpose Ind AS Financial Statements for the purpose of Initial Public Offer (IPO) for the year ended March 31, 2024, March 31, 2023 having transition
date 01st April 2022.
The Special purpose Ind AS Financial Statements as at and for the year ended March 31, 2024 and March 31, 2023 have been prepared after making suitable adjustments to the
accounting heads from their Indian GAAP values following accounting policies and accounting policy choices (both mandatory exceptions and optional exemptions availed as
per Ind AS 101) consistent with that used at the date of transition to Ind AS (1st April 2022) and as per the presentation, accounting policies and grouping/classifications
including revised Schedule lll disclosures followed as at and for the year ended March 31, 2025.
Ind AS 101 First Time adoption to Ind AS prescribes the accounting principles for first time adoption of Ind AS. It lays downs various ‘transition’ requirements when a Company
adopts Ind AS for the first time, The accounting under Ind AS should be applied retrospectively at the time of transition to Ind AS. However, Ind AS 101 grants limited
exemptions from these requirements. The Mandatory and Optional exemptions opted by the Company are mentioned in notes 38.2. The impact / effects of above transition to
the equity as at March 31, 2024, March 31, 2023 and on total comprehensive income for the years ended March 31, 2024, March 31, 2023 has been explained as under.
The following reconciliations provide the explanation of the differences arising from the transition from Regrouped previous GAAP to Ind AS in accordance with Ind AS 101:
38.1. Reconciliations of Balance Sheet as reported under Indian GAAP to Ind AS
Balance Sheet as on March 31 2024 Balance Sheet as on March 31 2023
Particulars Notes Previous Previous
Adjustment Ind As Adjustment Ind As
GAAP* GAAP*
ASSETS
Non-current Assets
(a) Property, Plant and Equipment 2.1 677.77 26.66 704.43 750.40 15.65 766.05
(b) Investment Property 2.2 393.36 (35.46) 357.90 393.36 (18.17) 375.19
(c) Other Intangible Assets 2.3 0.18 (0.06) 0.12 0.18 (0.02) 0.16
(d) Financial Assets
(i) Investments 3 13.75 - 13.75 14.00 - 14.00
(ii) Other Financial Assets 4 1,998.99 - 1,998.99 1,835.01 - 1,835.01
(e) Income Tax Assets (Net) 5 - - - 53.66 - 53.66
(f) Deferred tax assets (Net) 5 223.11 - 223.11 75.80 - 75.80
(g) Other non-current assets 6 29.85 - 29.85 28.49 - 28.49
Total Non-current Assets 3,337.01 (8.86) 3,328.15 3,150.90 (2.54) 3,148.36
Current Assets
(a) Inventories 7 269.70 (74.91) 194.79 362.52 (95.57) 266.95
(b) Financial Assets
(i) Trade receivables 8 7,107.55 (118.46) 6,989.09 5,891.39 (109.74) 5,781.65
(ii) Cash and cash equivalents 9 17.16 - 17.16 15.16 - 15.16
(iv) Other Financial assets 4 430.32 644.42 1,074.74 438.64 651.12 1,089.76
(c) Other current assets 6 181.05 - 181.05 212.35 - 212.35
Total Current Assets 8,005.78 451.05 8,456.83 6,920.06 445.81 7,365.87
TOTAL ASSETS 11,342.80 442.18 11,784.98 10,070.96 443.26 10,514.23
EQUITY AND LIABILITIES
Equity
(a) Equity Share capital 12 60.00 - 60.00 60.00 - 60.00
(b) Other Equity 13 5,306.10 (302.45) 5,003.65 4,460.34 (184.21) 4,276.13
Total Equity 5,366.10 (302.45) 5,063.65 4,520.34 (184.21) 4,336.13
LIABILITIES
Non-current Liabilities
(a) Financial Liabilities
(i) Borrowings 14 145.57 - 145.57 167.28 - 167.28
(ii) Other financial liabilities 15 110.42 - 110.42 110.42 - 110.42
(b) Provisions 16 - 133.74 133.74 - 62.20 62.20
Total Non-current Liabilities 255.99 133.74 389.73 277.70 62.20 339.90
Current Liabilities
(a) Financial Liabilities
(i) Borrowings 14 2,477.25 - 2,477.25 2,389.63 - 2,389.63
(ii) Trade payables
(a) Total outstanding dues of micro and 977.24 46.39 1,023.63 1,023.19 20.53 1,043.73
small enterprises
17
(b) Total outstanding dues of trade 1,883.16 - 1,883.16 1,494.51 - 1,494.51
payables other than micro and small enterprises
(iii) Other financial liabilities 15 191.86 - 191.86 155.35 - 155.35
364Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
Balance Sheet as on March 31 2024 Balance Sheet as on March 31 2023
Particulars Notes Previous Previous
Adjustment Ind As Adjustment Ind As
GAAP* GAAP*
(b) Other current liabilities 18 155.92 562.09 718.01 210.24 543.66 753.90
(c) Provisions 16 - 2.40 2.40 - 1.08 1.08
(d) Income tax liabilities (net) 5 35.29 - 35.29 - - -
Total Current Liabilities 5,720.72 610.88 6,331.60 5,272.93 565.27 5,838.20
Total Liability 5,976.71 744.63 6,721.33 5,550.63 627.48 6,178.10
TOTAL EQUITY AND LIABILITIES 11,342.80 442.18 11,784.98 10,070.96 443.26 10,514.23
*Previous GAAP figures have been reclassified & regrouped for ease of reconciliation with Ind AS presentation requirements for the purpose of this note.
38.2. Exemption and exceptions availed:
38.2.1. Ind AS optional exemptions
Ind AS 101 allows first-time adopters certain exemptions from the retrospective application of certain requirements under Ind AS. Set out below are the applicable Ind
AS 101 optional exemption and mandatory exemption applied in the transition from previous GAAP to Ind AS.
Deemed cost for property, plant and equipment, intangible assets and investment properties
Ind AS 101 permits a first-time adopter to elect to continue with the carrying value for all of its Property, Plant and Equipment as recognised in the 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, after making necessary adjustments
for deconstruction liabilities. This exemption is also applicable to intangible assets covered under Ind AS 38 – Intangible Assets and investment properties covered
under Ind AS 40 – Investment Property. Depreciation on investment properties has been adopted with prospective effect, in accordance with Indian Accounting
Standards.
Accordingly, the Company has elected to measure all of its property, plant and equipment, intangibles assets and investment properties at the carrying value under the
previous GAAP and use that carrying value as the deemed cost on the date transition to Ind AS.
Fair value measurement of financial assets and financial liabilities at initial recognition
Ind AS 109 requires fair value measurement, retrospectively, however an entity may apply the requirements of Ind AS 109 prospectively to transactions entered into
on or after the date of transition to Ind AS. Company has measured its financial asset and financial liability as per Ind As 109.
38.2.2. Ind AS mandatory exceptions:
An entity’s estimates in accordance with Ind AS at the date of transition to Ind AS shall be consistent with estimates made for the same date in accordance with previous
GAAP (after adjustments to reflect any difference in accounting policies), unless there is objective evidence that those estimates were in error. Ind AS estimates as at
April 1, 2022 are consistent with the estimates as at the same date made in conformity with previous GAAP.
Estimates
The estimates as at 31st March 2023, 31 March 2024 and as at 31 March 2025 are consistent with those made for the same dates in accordance with previous GAAP
(after adjustments to reflect differences, if any in accounting policies) apart from impairment of financial assets based on the expected credit loss model where the
application of previous GAAP did not require such estimation.
Classification and measurement of financial assets
Ind AS 101 requires an entity to assess classification and measurement of financial assets on the basis of facts and circumstances that exist at the date of transition to
Ind AS. Financial assets can be measured using effective interest method by assessing its contractual cash flow characteristics only on the basis of facts and
circumstances existing at the date of transition and if it is impracticable to assess the use of effective interest method, fair value of financial asset at the date of transition
shall be the new carrying amount of that asset. The measurement exemption applies for financial liabilities as well.
Impairment of financial assets
Ind AS 101 provides relaxation from applying the impairment related requirements of Ind AS 109 retrospectively.
At the date of transition, the Company has used reasonable and supportable information that is available without undue cost or effort to determine the credit risk at the
date that financial instruments were initially recognised and compare that to the credit risk at the date of transition to Ind AS. Similarly the Company has recognized a
loss allowance at an amount equal to lifetime expected credit losses at each reporting date until that financial instrument is de-recognised.
Derecognition of financial assets and financial liabilities
Ind AS 101 requires a first-time adopter to apply the de-recognition provisions of Ind AS 109 prospectively for transactions occurring on or after the date of transitions
to Ind AS. However, Ind AS 101 allows a first-time adopter to apply the de-recognition requirements in Ind AS 109 retrospectively from a date of the entity’s choosing,
provided that the information needed to apply Ind AS 109 to financial assets and financial liabilities derecognised as a result of past transactions was obtained at the
time of initially accounting for those transactions.
The Company has elected to apply the de-recognition provisions of Ind AS 109 prospectively from date of transition to Ind AS.
365Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
38.3. Reconciliation between statement of equity as previously reported (referred to as "Previous GAAP) and Ind AS
As at As at As at
Particulars
March 31, 2024 March 31, 2023 April 01, 2022
Equity under Previous Indian GAAP 5,230.45 4,528.63 3,883.86
Ind As & other Adjustments:
Impact of change in depreciation (6.31) (2.55) (23.44)
Impact of charge of MSME Interest (25.85) (20.52) -
Impact of Gratuity (72.88) (23.47) (39.82)
Impact of change in Deferred Tax 143.93 75.18 -
Impact of Expected credit loss (8.71) (62.43) (47.31)
Impact of Unbilled Revenue (4.48) 11.89 -
Impact of Unquoted shares - - 0.05
Written off Balances - - (56.47)
Impact of provision of tax - - (3.61)
Impact of Adjustment made in Earlier Year (192.50) (170.60) -
Equity under Ind AS 5,063.65 4,336.13 3,713.26
38.4. Reconciliation between statement of TCI as previously reported (referred to as "Previous GAAP) and Ind AS
For the year ended March 31, 2024 For the year ended March 31, 2023
Particular Note No.
Previous GAAP* Adjustment Ind AS Previous GAAP* Adjustment Ind AS
Revenue from operations 19 18,301.29 (25.13) 18,276.16 11,916.17 107.46 12,023.63
Other income 20 163.29 - 163.29 147.10 - 147.10
Total Income 18,464.58 (25.13) 18,439.45 12,063.27 107.46 12,170.73
EXPENSES
Cost of material consumed 21 6,789.73 (20.66) 6,769.07 3,958.83 95.57 4,054.40
Project Related expenses 22 6,980.74 - 6,980.74 4,578.68 - 4,578.68
Employee Benefits Expense 23 2,805.42 54.54 2,859.96 1,848.76 22.33 1,871.09
Finance Costs 24 498.55 25.85 524.40 419.67 20.52 440.19
Depreciation and Amortization Expenses 25 125.97 6.31 132.28 129.50 2.55 132.05
Other Expenses 26 211.05 8.71 219.76 264.09 62.43 326.52
Total Expenses 17,411.46 74.75 17,486.21 11,199.53 203.40 11,402.93
Profit before exceptional items and tax 1,053.12 (99.88) 953.24 863.74 (95.94) 767.80
*Previous GAAP figures have been reclassified & regrouped for ease of reconciliation with Ind AS presentation requirements for the purpose of this note.
38.5. Reconciliation between cashflow statement as previously reported (referred to as "Previous GAAP) and Ind AS
For the year ended March 31, 2024 For the year ended March 31, 2023
Particular
Previous GAAP* Adjustment Ind AS Previous GAAP* Adjustment Ind AS
Net Cash flow from Operating Activities (136.79) 489.87 353.08 548.85 456.54 1,005.40
Net Cash flow from Investing Activities 72.89 34.54 107.42 (63.86) (16.36) (80.22)
Net Cash flow from Financing Activities 65.91 (524.41) (458.50) (476.29) (440.19) (916.48)
Net Increase/(Decrease) in cash & cash equivalents 2.00 - 2.00 8.70 - 8.70
Cash & Cash equivalent at the beginning of the year 15.16 - 15.16 6.46 - 6.46
Cash & Cash equivalent at the end of the year 17.16 - 17.16 15.16 - 15.16
*Previous GAAP figures have been reclassified & regrouped for ease of reconciliation with Ind AS presentation requirements for the purpose of this note.
38.6. Explanatory notes to the transaction from previous GAAP to Ind AS
a) Remeasurement gain/loss on defined benefit plan
Company has made provision of Defined benefit plans as per actuarial valuation report.
b) Depreciation on Property Plant and Equipment & Investment Property
Under Indian GAAP, no depreciation was charged on Investment Property. However, under Ind AS, depreciation is required as per Ind AS 40 read with Ind AS 16. Accordingly,
depreciation on Investment Property has been recognized from the date of transition to Ind AS.& error in calculating depreciation in earlier years.
c) Recognition of deferred taxes
The impact of transition adjustments together with Ind AS mandate of using balance sheet approach (against profit and loss approach under previous GAAP) for computation
of deferred tax has resulted in adjustment to Reserves, with consequential impact in the subsequent periods to the State of Profit or Loss or Other Comprehensive Income, as
the case may be.
d) Allowance as per expected credit loss model
As per Ind AS 109, provision has been determined based on expected credit loss model (ECL) on trade receivable.
e) Impact of accounting under Ind AS 115, "Revenue from Contracts with Customers"
366Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
From the date of transition to Ind AS, the Company has applied the principles of Ind AS 115 – Revenue from Contracts with Customers, and has accordingly recognized contract
assets and contract liabilities in compliance with the recognition and measurement criteria prescribed under the Standard.
39. There were no amounts which were required to be transferred to the Investor Education and Protection Fund by Company.
40. The Code on Social Security 2020
The Ministry of Labour & Employment (MoLE), Government of India, has notified the implementation of four Labour Codes, namely the code on Wages, 2019, the
Industrial Relations Code, 2020, the Code on Social Security, 2020 and the Occupational Safety, Health and Working Conditions Code, 2020, with effect from 21st
November 2025 consolidating 29 existing labour laws. Further, MoLE has published draft Central Rules and FAQS to enable assessment of the financial impact due to
changes in regulations. Based on the information available as at the reporting date, no material financial impact is presently envisaged. The Company shall further evaluate
impact, if any, on the measurement of employee benefits once the relevant rules are notified by the Government.
41. Other statutory Information:
(i) The Company does not have any Benami property, where any proceeding has been initiated or pending against the Company for holding any Benami property under the
Benami Transactions (Prohibition) Act, 1988 and rules made thereunder.
(ii) The Company does not have any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956.
(iii) The Company does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Company has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v) Utilisation of Borrowed funds and share premium:
(i) The Company 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 Beneficiaries.
(ii) The Company has 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.
(vi) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the
tax assessments under the Income Tax Act, 1961 (such as, search or survey or any other relevant provisions of the Income Tax Act, 1961).
(vii) The Company has not been declared a Wilful Defaulters by any bank or financial institution or consortium thereof in accordance with the guidelines on wilful defaulters
issued by the RBI.
(viii) There is no immovable property whose title deed is not held in the name of the Company.
(ix) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with the Companies (Restriction on number of Layers)
Rules, 2017.
(x) The Company has not entered into any scheme of arrangement in terms of sections 230 to 237 of the Companies Act, 2013.
(xi) In respect of borrowings availed by the Company on the basis of security of current assets from banks and financial institutions, quarterly returns / statements of current
assets filed by the company with banks were in agreement with the books of accounts except as stated below:
Details of quarterly returns or statements of current assets filed by the Company with bank for the Nine Months Period Ended 31 December, 2025:
Amount as
Particulars of
Quarter Amount as per reported in the
Name of Bank securities Discrepancy Reason of Discrepancy
Ended Books of Accounts Quarterly
provided
Return/Statement
June-25 Multiple Trade Receivables 7,722.02 6,566.39 1,155.63 Reason for Material Discrepancy are due to
Banking Inventory 291.82 242.58 49.24 submissions being made basis provisional
Sept-25 arrangement Trade Receivables 10,104.23 8,685.92 1,418.31 financial information by the Company,
Inventory 1,136.87 214.77 922.10 Adjustments to inventories due to period-end
Dec-25 Trade Receivables 12,964.44 12,793.22 171.22 cut-off procedures and Statutory deductions are
Inventory 788.73 428.10 360.63 recorded as and when it is reflected on tax
department portal by the company.
Details of quarterly returns or statements of current assets filed by the Company with bank for the Year ended March 31, 2025:
Particulars of Amount as reported
Quarter Name of Amount as per
securities in the Quarterly Discrepancy Reason of Discrepancy
Ended Bank Books of Accounts
provided Return/Statement
Jun-24 Multiple Trade Receivables 3,614.24 3,363.05 251.19
Banking Inventory 367.19 367.19 - Reason for Material Discrepancy are due to
Sep-24 arrangement Trade Receivables 4,315.81 8,337.97 (4,022.16) submissions being made basis provisional
Inventory 423.11 423.11 - financial information by the Company and
Dec-24 Trade Receivables 2,556.01 2,716.13 (160.12) Statutory deductions are recorded as and when
Inventory 545.30 545.30 - it is reflected on tax department portal by the
Mar-25 Trade Receivables 3,963.50 3,699.45 264.05 company.
Inventory 747.16 747.16 -
367Om Power Transmission Limited (Formerly Known as Om Power Transmission Private Limited)
Notes to the Restated Financial Information
CIN: U45204GJ2011PLC066092
(All amounts in INR Lakhs, unless otherwise stated)
Details of quarterly returns or statements of current assets filed by the Company with bank for the Year ended March 31, 2024:
Particulars of Amount as reported
Quarter Name of Amount as per
securities in the Quarterly Discrepancy Reason of Discrepancy
Ended Bank Books of Accounts
provided Return/Statement
Jun-23 Multiple Trade Receivables 1,734.23 1,941.20 (206.97)
Banking Inventory 1,358.82 1,358.82 - Reason for Material Discrepancy are due to
Sep-23 arrangement Trade Receivables 1,367.94 1,408.33 (40.39) submissions being made basis provisional
Inventory 1,906.16 1,906.16 - financial information by the Company and
Dec-23 Trade Receivables 1,570.79 1,716.65 (145.86) Statutory deductions are recorded as and when
Inventory 1,410.99 1,410.99 - it is reflected on tax department portal by the
Mar-24 Trade Receivables 3,120.07 3,105.98 14.09 company.
Inventory 194.79 194.79 -
Details of quarterly returns or statements of current assets filed by the Company with bank for the Year ended March 31, 2023:
Particulars of Amount as reported
Quarter Name of Amount as per
securities in the Quarterly Discrepancy Reason of Discrepancy
Ended Bank Books of Accounts
provided Return/Statement
Jun-22 Multiple Trade Receivables 861.51 1,067.26 (205.75)
Banking Inventory 229.05 229.05 - Reason for Material Discrepancy are due to
Sep-22 arrangement Trade Receivables 1,198.46 1,245.36 (46.90) submissions being made basis provisional
Inventory 41.95 41.95 - financial information by the Company and
Dec-22 Trade Receivables 1,452.01 1,528.00 (75.99) Statutory deductions are recorded as and when
Inventory 678.35 678.35 - it is reflected on tax department portal by the
Mar-23 Trade Receivables 2,957.67 2,939.29 18.39 company.
Inventory 266.95 266.95 -
42. The Company has used an accounting software for maintaining its books of account, which has a feature of recording the audit trail (edit log) facility, for all relevant
transactions recorded in the software from June, 2025 to December 2025. Further, there are no instances of audit trail feature being tampered with.
43. Events after the reporting period:
The Company evaluates events and transactions that occur subsequent to the Balance Sheet date prior to the approval of the financial statements to determine the necessity for
reporting of any of these events and transactions in the Financial Statements.
44. With effect from, September 12, 2025 approval for the change of the name of the Company has been accorded by Ministry of Corporate Affairs (MCA) from Om Power
Transmission Private Limited to Om Power Transmission Limited. Post that, with effect from September 15, 2025, the name of the Company has been changed from Om
Power Transmission Private Limited to Om Power Transmission Limited as per fresh incorporation certificate issued by Ministry of Corporate Affairs (MCA) and
accordingly, the Company has become a public limited company with effect from such date.
45. Previous years' figures have been regrouped/reclassified in the Restated Statement of Assets and Liabilities, Restated Statement of Profit and Loss and Restated Statement
of Cash flows, wherever required, by reclassification of the corresponding items of income, expenses, assets, liabilities and cash flows, in order to bring them in line with
the accounting policies and classification as per the Audited Special Purpose Ind AS Financial Statements for year ended 31 March 2025. However, the impact of such
regrouping/ reclassification is not material to the Restated Financial Information.
See accompanying notes to the Restated Financial Information 1-45
The accompanying notes are an integral part of the Restated Financial Information
As per our report of even date
For O.M.M.S & Associates For and on behalf of the Board of Directors
Chartered Accountants For, Om Power Transmission Limited
Firm's Registration No. 135149W
Chintan R Oza Kanubhai Patel Kalpesh Dhanjibhai Patel
Partner Managing Director Chairman and Executive Director
Membership No. 147132 DIN: 03522537 DIN:03516312
Place: Ahmedabad Chetan Bharatkumar Modi Hardikkumar Jitendrabhai Patel
Date: February 20, 2026 Chief Financial Officer Company Secretary
Membership No: A55828
Place: Ahmedabad
Date: February 20, 2026
368OTHER FINANCIAL INFORMATION
In accordance with the SEBI ICDR Regulations, the audited financial statements of our Company for the nine months
period ended December 31, 2025 and Fiscals 2025, 2024, and 2023 together with all the annexures, schedules and notes
thereto (“Audited Financial Information”) are available on our website at www.ompowertransmission.com. Our
Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR
Regulations. The Audited Financial Information do not constitute, (i) a part of this Prospectus; or (ii) 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, 2013, the SEBI ICDR Regulations, or
any other applicable law in India or elsewhere in the world. The Audited Financial Information should not be considered
as part of information that any investor should consider to subscribe for or purchase any securities of our Company or
any entity in which it or its shareholders may have significant influence and should not be relied upon or used as a basis
for any investment decision. Neither the Company or any of its advisors, nor the Book Running Lead Manager or the
Promoter 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 Information, or the opinions expressed therein.
The details of accounting ratios derived from the Restated Financial Information and other non-GAAP information
required to be disclosed under the Paragraph 11 of Part A of Schedule VI of the SEBI ICDR Regulations are set forth
below:
The table below should be read in conjunction with the sections titled “Risk Factors”, “Restated Financial Information”
and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”, on pages 33, 288 and
354, respectively:
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025^
Earnings per share (basic)* (3) (in ₹) 9.17 8.98 3.01 2.54
Earnings per share (diluted)*(4) (in ₹) 9.17 8.98 3.01 2.54
EBITDA(6) (in ₹ lakhs) 3,424.45 3,565.60 1,446.63 1,192.94
EBITDA Margin(7) (in %) 12.38 12.66 7.85 9.80
Net asset value per Equity Share(8) (in ₹) 44.93 29.53 20.58 17.63
Return on net worth(9)(10) (in %) 19.50 30.40 14.64 14.38
Return on Capital Employed (RoCE)(11)
26.53 41.76 18.41 15.45
(in %)
Return on Equity (RoE)(12) (in %) 24.28 35.83 15.77 15.18
Debt to Equity Ratio(13) (In Times) 0.32 0.26 0.52 0.59
*Pursuant to a resolution passed by our Board of Directors of the Company and Shareholders on July 23, 2025, and July 24, 2025,
respectively, Board of Directors allotted Bonus equity shares in the ratio of 40:1 (Forty Equity Shares for every share held as on
record date) on July 25, 2025. The effect of such bonus issue has been adjusted retrospectively for the purpose of computing earnings
per share for all the periods presented.
^Not Annualised
Notes:
1. Restated Basic and diluted earnings/ (loss) per equity share (in ₹) are computed in accordance with Indian Accounting Standard
33 notified under the Companies (Indian Accounting Standards) Rules of 2015 (as amended). The face value of Equity Shares of
the Company is ₹ 10.
2. Weighted average = Aggregate of year-wise weighted EPS divided by the aggregate of weights i.e. (EPS x Weight) for each
fiscal/period /Total of weights
3. Basic Earnings per Equity Share (₹) = Basic earnings per share is calculated by dividing the restated profit or loss for the
period/fiscal by the weighted average number of Equity Shares outstanding during the year/period.
4. Diluted Earnings per Equity Share (₹) = Diluted earnings is calculated by dividing the restated profit/(loss) for the fiscal/period
by the weighted average number of Equity Shares outstanding during the year/period as adjusted for the effects of all dilutive
potential Equity Shares during the year; The Basic and Diluted Earnings per Share is calculated after giving effect of bonus.
5. The figures disclosed above are based on the Restated Financial Information.
6. EBITDA (in ₹ lakhs) = EBITDA is calculated as Restated profit before tax plus Finance Costs, Depreciation and amortization
expense reduced by Other Income.
7. EBITDA Margin (in %) = EBITDA Margin (%) is computed by dividing EBITDA by Total income and multiplying by 100
8. Net Assets Value per Equity Share = Net worth / Number of outstanding shares at the end of financial year or period.
3699. Net worth = For the purposes of the above, “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 each as applicable for the
Company on restated basis.
10. Return on Net Worth (RoNW) (%) = Ratio of Restated total profit /(loss) for the Fiscal/ period to Restated Net Worth as at the end
of Fiscal/ period.
11. Return on Capital Employed (RoCE)(%) = RoCE is calculated as operating EBIT as a percentage of capital employed. EBIT is
calculated as Restated profit before tax plus Finance Costs reduced by other income. Capital employed is the sum of tangible net
worth plus net debt, where tangible net worth is calculated as total equity minus deferred tax assets, plus deferred tax liabilities.
12. Return on Equity (RoE) (%) = Return on Equity (%) is calculated by dividing profit after tax (PAT) by Average total equity and
multiplying by 100.
13. Debt to Equity Ratio (In Times) = This is defined as total debt divided by total equity. Total debt is the sum of total current & non-
current borrowings; total equity means sum of equity share capital and other equity.
.
For further details, see “Basis for Offer Price –Key Performance Indicators” on page 139.
.
The Non-GAAP Financial Measures
This Prospectus are a supplemental measure of our performance and liquidity that are not required by, or presented in
accordance with Ind AS. Further, these Non-GAAP Measures are not a measurement of our financial performance or
liquidity under Ind AS and should not be considered in isolation or construed as an alternative to cash flows, profit/(loss)
for the year/period or any other measure of financial performance or as an indicator of our operating performance,
liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance with
Ind AS. In addition, these Non-GAAP Measures are not a standardized term, hence a direct comparison of similarly titled
Non-GAAP Measures between companies may not be possible. Other companies may calculate the Non-GAAP Measures
differently from us, limiting its usefulness as a comparative measure. Although the Non-GAAP Measures are not a
measure of performance calculated in accordance with applicable accounting standards, our Company’s management
believes that they are useful to an investor in evaluating us because they are widely used measures to evaluate a
company’s operating performance.
Reconciliation of non-GAAP measure
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 Restated profit before tax
plus Finance Costs, Depreciation and amortization expense less other income, while EBITDA Margin is calculated as
EBITDA divided by total income.
(amount in ₹ lakhs, unless otherwise disclosed)
Nine months
period
Particulars ended Fiscal 2025 Fiscal 2024 Fiscal 2023
December
31, 2025
Restated Profit/(Loss) after Tax (A) 2,336.80 2,208.48 741.24 623.72
Add:
Depreciation and amortization expenses (B) 149.68 119.06 132.28 132.05
Finance Cost (C) 534.32 600.49 524.40 440.19
Total Tax Expense (D) 599.57 858.83 212.00 144.08
Less:
Other income (E) 195.91 221.26 163.29 147.10
EBITDA (F = A+B+C+D-E) 3,424.45 3,565.60 1,446.63 1,192.94
Total Income (G) 27,650.19 28,164.77 18,439.45 12,170.73
EBITDA Margin (F/G*100) (In %) 12.38 12.66 7.85 9.80
Reconciliation of net asset value per equity share
The table below reconciles Net worth to net asset value per equity share. Net asset value per equity share is calculated as
Restated Net worth divided by number of outstanding equity shares at end of fiscal/period, as indicated.
370(amount in ₹ lakhs, unless otherwise disclosed)
As at nine-months period/fiscal ended
Particulars December March 31, March 31, March 31,
31, 2025* 2025 2024 2023
Paid-up share capital (A) 2,667.00 60.00 60.00 60.00
Other equity (B) 9,317.13 7,205.42 5,003.65 4,276.13
Net worth (C = A+B) 11,984.13 7,265.42 5,063.65 4,336.13
Number of outstanding shares at the end of financial
year or period (Considering Impact of Bonus Shares 2,66,70,000 2,46,00,000 2,46,00,000 2,46,00,000
from retrospective effect) (D)
Net Assets Value per Equity Share (C/D) (In ₹) 44.93 29.53 20.58 17.63
*Not Annualised
Reconciliation of Return on net worth
The table below reconciles Return on net worth. Return on net worth is calculated as Restated Profit/(Loss) for the year
divided by restated closing Net worth for the respective Fiscals and period.
(amount in ₹ lakhs, unless otherwise disclosed)
As at nine-months period/fiscal ended
Particulars December March 31, March 31, March 31,
31, 2025* 2025 2024 2023
Restated Profit/(Loss) after Tax (A) 2,336.80 2,208.48 741.24 623.72
Paid-up share capital (B) 2,667.00 60.00 60.00 60.00
Other equity (C) 9,317.13 7,205.40 5,003.65 4,276.13
Net worth (D = B+C) 11,984.13 7,265.42 5,063.65 4,336.13
Return on Net worth (A/D) (In %) 19.50 30.40 14.64 14.38
*Not Annualised
Reconciliation of Return on Capital Employed (RoCE)
The table below sets forth the reconciliation of Return on Capital Employed (“ROCE”), which has been calculated as
Earnings Before Interest and Taxes (“EBIT”) divided by Capital Employed and multiplied by 100, where Capital
Employed represents the Tangible Net Worth of the Company plus total borrowings and deferred tax liabilities, and
excludes deferred tax assets for the Fiscals and period indicated:
(amount in ₹ lakhs, unless otherwise disclosed)
As at nine-months period/fiscal ended
Particulars December March 31, March 31, March 31,
31, 2025* 2025 2024 2023
Restated Profit/(Loss) after Tax (A) 2,336.80 2,208.48 741.24 623.72
Add:
Finance Cost (B) 534.32 600.49 524.40 440.19
Total Tax Expense (C) 599.57 858.83 212.00 144.08
Less:
Other Income (D) 195.91 221.26 163.29 147.10
EBIT (E = A+B+C-D) 3,274.77 3,446.54 1,314.35 1,060.89
Net worth (F) 11,984.13 7,265.42 5,063.65 4,336.13
Add:
Total Borrowings (G) 3,846.75 1,890.46 2,622.82 2,556.91
Deferred Tax Liability/(Asset) (H) (183.45) (114.42) (223.11) (75.80)
Less:
Other intangible assets (I) - 0.09 0.12 0.16
Capital Employed (J= F+G+H-I) 15,647.43 9,041.37 7,463.24 6,817.08
Opening Capital Employed 9,041.37 7,463.24 6,817.08 6,919.28
Closing Capital Employed 15,647.43 9,041.37 7,463.24 6,817.08
Average Capital Employed 12,344.40 8,252.31 7,140.16 6,868.18
Return on Capital Employed (O=F/N) (In %) 26.53 41.76 18.41 15.45
371*Not Annualised
Reconciliation of Return on Equity (ROE)
The table below sets forth the reconciliation of Return on Equity (“ROE”), which has been calculated as Restated
Profit/(Loss) after Tax divided by Average Equity for the Fiscals and period indicated:
(amount in ₹ lakhs, unless otherwise disclosed)
As at nine-months period/fiscal ended
Particulars December 31, March 31, March 31, March 31,
2025 2025 2024 2023
Restated Profit/(Loss) after Tax (A) 2,336.80 2,208.48 741.24 623.72
Opening Equity of the Company (B) 7,265.42 5,063.65 4,336.13 3,883.86
Closing Equity of the Company (C) 11,984.13 7,265.42 5,063.65 4,336.13
Average Equity of the Company 9,624.78 6,164.54 4,699.89 4,110.00
(D=(B+C)/2)
Return on Equity (E=A/D) (In %) 24.28 35.83 15.77 15.18
Reconciliation of Debt-to-Equity Ratio
The table below reconciles of Debt-to-Equity Ratio. Return on Equity is calculated as Total Debt of the company
(including current-maturity of the long-term borrowing of the company) divided by Total Equity of the company for
respective Fiscals and period.
(amount in ₹ Lakhs, unless otherwise disclosed)
As at nine-months period/fiscal ended
Particulars December March 31, March 31, March 31,
31, 2025 2025 2024 2023
Non-Current borrowing (A) 277.37 104.05 145.57 167.28
Current borrowing (B) 3,569.38 1,786.41 2,477.25 2,389.63
Total Debt (C=A+B) 3,846.75 1,890.46 2,622.82 2,556.91
Total Equity of the Company (D) 11,984.13 7,265.42 5,063.65 4,336.13
Debt to Equity Ratio (E=C/D) (In Times) 0.32 0.26 0.52 0.59
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 the nine months period ended December 31, 2025 and Fiscals 2025, 2024 and 2023,
read with the SEBI ICDR Regulations, and as reported in the Restated Financial Information, see “Restated Financial
Information– Note 30: Related Party Disclosure” on page 352.
372CAPITALISATION STATEMENT
The following table setsforth our Company’s capitalization as at December 31, 2025, on the basis of the Restated
Financial Information, and as adjusted for the Offer. This table should be read in conjunction with the sections
“Management’s Discussion and Analysis of Financial Position and Results of Operations”, “Restated Financial
Information” and “Risk Factors” on pages 377, 307 and 22, respectively.
(in ₹ lakhs, except as stated otherwise)
Pre - Offer as at As adjusted for the
Particulars (1) (2)
December 31, 2025 Offer
- Non-current borrowings (including current maturities) (I) 381.99 381.99
- Current borrowings (II) 3,464.76 3,464.76
Total Borrowing (III = I + II) 3,846.75 3,846.75
Equity
- Equity Share capital (IV) 2,667.00 3,424.50
- Other equity (V) 9,317.13 21,815.88
Total Equity (VI = IV+V) 11,984.13 25,240.38
Non-current borrowing/ Total Equity (I/VI) (in Times) 0.03 0.02
Total Borrowing/ Total Equity (III/VI) (in Times) 0.32 0.15
1. The above has been computed on the basis on amounts derived from the Restated Financial Information.
2. The component of debt and equity carries the same meaning as per Schedule III of the Companies Act, 2013.
373FINANCIAL INDEBTEDNESS
Our Company avail loans and credit facilities in the ordinary course of their business for the purposes of meeting working
capital and business requirements.
Our Board is empowered to borrow monies, in accordance with Section 179 and Section 180 of the Companies Act and
our Articles of Association. For details regarding the borrowing powers of our Board, see “Our Management – Borrowing
Powers” on page 287.
The details of the indebtedness of our Company as on December 31, 2025 is provided below:
Sanctioned amount as on the Outstanding amount as on the
Category of borrowings
December 31, 2025 December 31, 2025
Borrowings of Company
Secured
Fund based
Working Capital Loan 4,655.31 2,739.32
Vehicle loan 527.44 381.99
Non-fund based
Bank Guarantee 15,295.00 12,704.26
Unsecured
Fund based
Working Capital Loan^ 1,800.00 725.44
Total 21,577.75 16,551.01
*As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, vide their certificate dated April 04, 2026.
^The Company has been sanctioned a fund-based working capital limit of ₹ 1,450.00 lakhs by Indian Overseas Bank (IOB), which
includes a sub-limit of ₹ 700.00 lakhs for non-fund-based facilities.
Principal terms of the borrowings availed by our Company:
The details provided below are indicative and there may be additional terms, conditions and requirements under various
financing documentation executed by our Company in relation to their indebtedness.
1. Interest: In respect of the Working capital facilities sanctioned to the Company, the current prevailing interest rate
ranges from 9.20% per annum to 11.80% per annum. The interest rate for the loans sanctioned to the Company is
typically tied to a base rate/marginal cost of lending rate, which may vary from lender to lender. In respect of loans
from bank for vehicles current prevailing interest rate ranges from 7.25% per annum to 11.00% per annum. In
addition, in respect vehicle loan taken from lenders, interest rate ranges from 9.50% per annum to 10.75% per
annum.
2. Tenor: The tenor of our working capital facilities typically is up to 12 months subject to renewal, whereas the
vehicle loan facilities availed by our Company typically have a tenor of 35 months to 84 months.
3. Penal Charges: 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 or such facility documents. The default interest rate under such facility documents, typically ranges from
1.00% per annum to 2.00% per annum. Additional interest as specified by the lenders may be charged in case of
continuation of the noncompliance beyond a certain period.
4. Security: In terms of our borrowings where security needs to be created, our Company is typically required to, inter
alia:
(a) Create charge by way of hypothecation on entire current assets, both present and future; and
(b) Create charge by way of hypothecation over all moveable and immovable fixed assets, both present and future;
and
374(c) Create charge by way of mortgage over immovable fixed assets.
(d) Execute personal guarantees and certain personal immovable properties.
5. Pre-payment: The terms of certain facilities availed by our Company typically have prepayment provisions which
allow for pre-payment of the outstanding loan amount, subject to such prepayment penalties and such other
conditions as laid down in the facility agreements, on giving notice and/or obtaining prior approval from the
concerned lender, as the case may be. These pre-payment penalties typically ranges from 2.00% to 4.00% of the
principal amount or of the amount being prepaid.
6. Re-payment: The working capital facilities availed by our Company are repayable within a period of 12 months or
on demand. Vehicle loans facilities availed by our Company are repayable on the due date and on the terms and
conditions as may be agreed between us and the respective lenders.
7. Restrictive Covenants: The facilities sanctioned to our Company contain certain restrictive covenants, which require
prior written consent of the lender or prior intimation to be made to the lender, including:
(i) Change the general nature of the business or undertake any expansion or invest in any other entity;
(ii) Enter into any merger or amalgamation or do a buy-back;
(iii) Permit any change in its ownership or control or management including change in the shareholding of
promoters, directors and principal shareholders or enter into arrangement whereby its business or operations
are managed or controlled, directly or indirectly by any other person;
(iv) Avail any loan and/or stand as surety or guarantor for any third party liability or obligation and/or provide any
loan or advance to any third party;
(v) Dilute the capital holding of the promoters in the Company’s business as on the date of this Agreement;
(vi) Pay dividend or distribute or withdraw profits without prior permission;
(vii) Invest in, extend any advance/loans, to any group companies/associates/subsidiary/any other third party, repay
subordinated loans of group companies or resort to additional borrowings without consent;
(viii) Create any encumbrance or other disposition of any sort including charge, lien, mortgage, transfer, assignment
over any of the Borrower's property.
The details provided above are indicative and there may be additional terms, conditions and requirements under the
specific borrowing arrangements entered into by our Company.
8. Events of default: Borrowing arrangements entered into by our Company contain standard events of default,
including, among others:
(a) Non-creation of security within the stipulated timelines;
(b) Default in the performance of any covenant, condition, or agreement on the part of the borrower in accordance with
transaction documents;
(c) Delay/failure to obtain external credit rating from an agency approved by RBI;
(d) Non-submission/ delay in submission of audited balance sheet within stipulated period;
The details above are indicative and there may be additional terms that may amount to an event of default under the
various borrowing arrangements entered into by our Company.
9. Consequences of occurrence of events of defaults: In terms of our Company's borrowing arrangements for the
facilities availed by our Company, upon the occurrence of events of default, its lenders may:
(a) Declare any or all amounts under the facility, either whole or in part, as immediately due and payable to the
lender;
375(b) Cancel the undrawn commitment of the facility;
(c) Enforce the security created pursuant to the security documents;
(d) To exercise any other rights that maybe available to the lender under the financing arrangements and applicable
law;
(e) To exercise any other rights that maybe available to the lender under the financing arrangements and applicable
law.
376MANAGEMENT’S DISCUSSIONS AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATION
You should read the following discussion of our financial condition and results of operations together with our Restated
Financial Information which have been included in this Prospectus. The following discussion and analysis of our
financial condition and results of operations is based on our Restated Financial Information for the nine months period
ended December 31, 2025 and for the Fiscals 2025, 2024 and 2023 including the related notes and reports, included in
this Red Herring Prospectus prepared in accordance with requirements of the Companies Act and restated in
accordance with the SEBI (ICDR) Regulations 2018, which differ in certain material respects from IFRS, U.S. GAAP
and GAAP in other countries. Our Restated Financial Information have been derived from our audited financial
statements for the respective period and years. Accordingly, the degree to which our Restated Financial Information will
provide meaningful information to an investor in countries other than India is entirely dependent on the reader’s level
of familiarity with Ind AS, Companies Act, SEBI Regulations and other relevant accounting practices in India. Please
see, “Risk Factors – Significant differences exist between Ind AS and other accounting principles, such as US GAAP and
International Financial Reporting Standards (“IFRS”), which investors may be more familiar with and consider material
to their assessment of our financial condition” on page 64.
This discussion contains forward-looking statements and reflects our current views with respect to future events and
financial performance. Actual results may differ materially from those anticipated in these forward-looking statements
as a result of certain factors such as those described under “Risk Factors” and “Forward Looking Statements”
beginning on pages 22 and 21 respectively, and elsewhere in this Prospectus.
Unless the context otherwise requires, references in this section to “our Company”, “the Company” “we”, “us”, or
“our” refers to Om Power Transmission Limited.
Further, names of certain customers and suppliers have not been included in this Prospectus either because relevant
consents for disclosure of their names were not available or in order to preserve confidentiality.
Unless stated otherwise, industry and market data used in this Prospectus is derived from the report titled, “Report on
EPC in Power Transmission Infrastructure” dated February 25, 2026, prepared by Dun & Bradstreet (the “D&B
Report”) pursuant to a contract agreement dated July 14, 2025. The D&B Report is commissioned and paid for by our
Company in connection with the Offer. The D&B Report relied upon is not an extract, and while certain excerpts of the
D&B Report may have been re-ordered by us for the purposes of presentation, no portion of the D&B Report containing
information material to or bearing any material impact on investors’ decision-making has been modified, omitted or
excluded from this Prospectus. A copy of the D&B Report is available on the website of our Company at
www.ompowertransmission.com. Unless otherwise indicated, financial, operational, industry and other related
information derived from the D&B Report and included herein with respect to any particular Fiscal/ calendar year refers
to such information for the relevant Fiscal/ calendar year.
Our Fiscal Year ends on March 31 of each year. Accordingly, all references to a particular Fiscal year are to the 12
months ended March 31 of that year.
Overview
For details in relation to our business overview, see “Our Business - Overview” on page 239.
PRINCIPAL FACTORS AFFECTING OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Our results of operations and financial condition are affected by a number of important factors, including:
Relationship with key customers
We are dependent on certain key customers for our business. The tables below provide details of our revenue from our
largest customer, top 3 customers, top 5 customers and top 10 customers (the identities of which varied between Fiscals)
compared to our revenue from operations for the nine months period ended December 31, 2025 and Fiscals 2025, 2024
and 2023:
377Nine months period
ended December 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(in ₹ (in ₹ (in ₹ (in ₹
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
Revenue from
Operations
19,644.48 71.55 14,085.06 50.41 7,676.24 42.00 5,131.58 42.68
attributable to our
top customer
Revenue from
Operations
23,632.81 86.08 21,600.15 77.30 13,422.48 73.44 8326.55 69.25
attributable to our
top 3 customers
Revenue from
Operations
25,085.96 91.37 24,045.36 86.05 15,689.21 85.85 10,168.77 84.57
attributable to our
top 5 customers
Revenue from
Operations
26,810.81 97.65 26,736.74 95.68 17,845.91 97.66 11,634.05 96.76
attributable to our
top 10 customers
Our ability to retain existing customers and attract prospective customers depends, among other factors, on the
competitiveness and flexibility of our pricing model. The loss of any one or more of such key customers for any reason
(including due to loss of contracts or failure to negotiate acceptable terms in contract renewal negotiations, disputes with
customers, adverse change in the financial condition of such customers, including due to possible bankruptcy or
liquidation or other financial hardship, merger or decline in their sales, reduced or delayed customer requirements, plant
shutdowns, labour strikes or other work stoppages) could have an adverse effect on our business, results of operations
and financial condition. Customers in our markets may consolidate and grow in a manner that could affect their
relationship with us. For instance, if one of our customers is acquired by any other company, its management may get
reshuffled which may affect our relationship with such customer, and we may not be able to retain any favourable terms
that we agreed to in the past and may even lose that acquired customer’s business.
For details on our contracts with customers, see “Risk Factor - We are dependent on our top ten customers who contribute
to more than 97.65%, 95.68%, 97.66% and 96.76% of our revenue from operations during nine months period ended
December 31, 2025 and in Fiscals 2025, 2024 and 2023, respectively and the loss of any of these customers or a
significant reduction in purchases by any of them could adversely affect our business, results of operations and financial
condition.” on page 29.
We typically enter into short to medium-term arrangements ranging from 12 months to 36 months, as well as long-term
agreements for supply of our services. While none of our customers have terminated their arrangements with us during
the last three fiscals, there can be no assurance that such customers will continue to place similar orders in the future, or
that we will be able to maintain our existing volume of business with them. Further, we may not be able to fully mitigate
the impact of any reduction in prices or orders by these customers through cost reductions or by acquiring new customers.
Any inability to retain one or more of our key customers, or to offset such reduction in business, may adversely affect
our revenue growth, profitability, and overall business operations.
Our Diversified order book
In the Industry which we operate, order book is the considered an indicator of future performance since it represents a
committed portion of anticipated future revenue (Source: D&B Report). Our Order Book represents the estimated contract
value of the unexecuted portion of our existing assigned EPC contracts. We have a diverse Order Book in all of our
business verticals including transmission line EPC, underground cabling, substation EPC, operational and maintenance
of substations and transmission lines. Despite making up the majority of our Order Book, our power sector business
vertical comprises several components that guarantee our order book stays diverse. For further details, see “-Industry
Overview” on page 155.
The tables below set out details of our Order Book by business verticals, as of the Fiscals and period indicated:
378As at period ended
Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31, 2025
Amount of Amount of Amount of Amount of
Business
order % of total order % of total order % of total order % of total
Vertical
book order book order book order book order
(in ₹ book (in ₹ book (in ₹ book (in ₹ book
lakhs) lakhs) lakhs) lakhs)
Transmission
Line EPC 51,889.43 69.69 21,076.10 47.72 27,059.13 52.48 9,729.64 46.36
project
Substation
16,920.70 22.72 14,022.44 31.75 5,045.21 9.78 890.05 4.24
EPC Project
Under
Ground 2,909.51 3.91 4,205.30 9.52 11,461.98 22.23 2,075.10 9.89
Cabling
Operation and
2,740.63 3.68 4,865.01 11.01 7,994.63 15.51 8,294.30 39.52
Maintenance
Total 74,460.27 100.00 44,168.85 100.00 51,560.95 100.00 20,989.09 100.00
Our Order Book has increased significantly over the past years from ₹ 20,989.09 lakhs in Fiscal 2023 to ₹ 74,460.27
lakhs as at December 31, 2025, showing CAGR of 58.48%. This significant growth in our Order Book has also resulted
in increase of our Revenue from Operations from ₹12,023.63 lakhs in Fiscal 2023 to ₹ 27,454.28 lakhs in nine-months
period ended December 31, 2025.
Proven Track Record in Winning Projects
Our Company has established a strong track record in successfully securing projects through competitive bidding in the
power transmission sector. The majority of projects in our industry are awarded through a competitive bidding process.
As such, we are required to meet prescribed qualification criteria and submit commercially competitive bids to secure
contracts. We participate in tenders floated by government utilities, public sector undertakings, and private parties,
leveraging our technical expertise, financial track record, proven execution capabilities, and compliance with pre-
qualification criteria. Despite nominal decrease in project win rate from 46.05% in Fiscal 2023 to 40.58% in Fiscal 2025
and to 35.71% in the nine months period ended December 31, 2025, our efficient bidding strategies, cost optimization,
and ability to meet stringent eligibility norms have enabled us to achieve a healthy project win rate. This has resulted in
the consistent award of projects across transmission lines, substations, underground cabling and operation &
maintenance, strengthening our presence in both government and private sectors. Our demonstrated execution track
record further enhances our credibility, allowing us to remain a preferred partner for future opportunities in the sector.
Our Company has made the following number of bids during the period ended December 31, 2025 and for Fiscals 2025,
2024, and 2023. The value of the projects awarded against these bids are also as provided below:
As at period
ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December
31, 2025
No of bids made^ 42 69 64 76
No. of bids awarded^ 15 28 28 35
Value of project awarded (in ₹ Lakhs)* 56,335.07 21,452.77 49,446.74 10,468.65
Project win rate (in %) 35.71 40.58 43.75 46.05
^ The number of bids made and awarded includes only those bids for which results have been declared. Further, the number of bids
has been computed from the beginning of the relevant Fiscal/period.
* The value of projects awarded has been computed based on the receipt of the letter of award/purchase order during the respective
period/Fiscal and is presented exclusive of GST.
Regulatory framework, economic environment, and sectoral performance:
Our business is closely linked to the growth and development of the power transmission and distribution sector in India,
which is predominantly driven by projects awarded by governmental authorities, state and central government
undertakings, as well as entities funded through public and multilateral agencies. These projects are typically awarded
379through tariff-based competitive bidding processes. A substantial portion of our revenue is currently derived, and is
expected to continue to be derived, from such projects in India, which in turn depend on budgetary allocations by central
and state governments, funding support from public bodies and multilateral institutions, and private sector participation.
We believe that sustained government focus on infrastructure development, enhanced budgetary allocations, continued
engagement of multilateral agencies, and policies that promote greater private sector involvement and financing will
create further opportunities for power transmission, distribution, and related infrastructure projects in India.
The prospects of our business are also influenced by macroeconomic factors, including the growing demand for electricity
across residential, industrial, and commercial segments, increased electrification in rural areas, creation of green energy
corridors, and the Government of India’s emphasis on renewable energy integration and transmission sector development.
In addition, factors such as global GDP growth, trends in foreign investment in India, fluctuations in oil prices, and
overall financial stability may affect the broader economic environment, and consequently, infrastructure policies in
India. Changes in government at the central or state level, or alterations in their policy priorities, may also impact the
implementation and progress of our ongoing and future projects.
India's electricity industry is separated in three different segments: (i) Electricity Generation; (ii) Transmission; and
Distribution. India's electricity landscape is characterized by its vast, diverse, and rapidly evolving. Between FY 2020-
25, India's power transmission infrastructure witnessed steady growth, both in terms of transmission lines and the
transformation capacity of substations. The total length of transmission lines (AC+HVDC) increased from 425,071 ckm
in FY 2020 to 490,374 ckm in FY 2025, reflecting an overall CAGR of approximately 3.1%. This expansion signifies
continuous efforts to improve electricity transmission across the country, ensuring better connectivity and efficiency in
power distribution. Over the past five years, India maintained an average annual addition of 13,860.6 CKM of
transmission lines and 73,924 MVA of transformation capacity. The government plans to add approximately 17,500
CKM of transmission lines and 80,000 MVA of transformation capacity annually over the next three years. This
expansion is aimed at integrating over 500 GW of renewable energy capacity by 2030, supporting India's energy transition
efforts. The power transmission sector is also expected to grow, with the bid pipeline increasing from less than INR 150
billion in February 2021 to INR I trillion in projects currently up for bidding. This growth is being driven by the
government's focus on expanding renewable energy capacity and increasing demand for storage, green hydrogen, data
centers, and electric vehicle infrastructure (Source: D&B Report).
Competition:
The power EPC segment faces stiff competition, especially in the 132kV to 400kV range, where both national players
and regional contractors aggressively participate in state and central bidding processes. Tendering norms often include
stringent net worth, solvency, and past experience thresholds, which limit first-time entrants and encourage consortium
or JV-based bidding strategies. LI pricing pressures persist, but players differentiate themselves through safety
compliance, manpower readiness, and ability to mobilize equipment quickly for geographically diverse projects. Our
competitors are Rajesh Power Services Limited, Advait Energy Transitions Limited and Viviana Power Tech Limited
(Source: D&B Report.). For details, see “Risk Factor - We face certain competitive pressures from the existing
competitors and new entrants in both public and private sector. Increased competition and aggressive bidding by such
competitors are expected to make our ability to procure business in future more uncertain which may adversely affect
our business, financial condition and results of operations” on page 40.
Several of our competitors are larger in scale and may benefit from greater financial resources, economies of scale, and
operational experience, enabling them to bid more competitively or execute projects more efficiently. There can be no
assurance that we will be able to compete effectively against such entities in the future. Furthermore, the competitive
nature of the EPC industry, particularly in competitive bidding, may exert downward pressure on project margins, which
could materially and adversely impact our revenues, profitability, financial condition, and results of operations.
Non-Generally Accepted Accounting Principles Financial Measures (“Non-GAAP Measures”) and Operational
Measures
Certain measures included in this Prospectus, for instance PAT Margin, EBITDA, EBITDA Margin, Return on Equity
(RoE), Return on Capital Employed (RoCE), EBITDA, and Debt to Equity Ratio,(the “Non-GAAP Measures and
Operational Measures’’), presented in this Prospectus are supplemental measures of our performance and liquidity that
are not required by, or presented in accordance with Ind AS, IFRS or US GAAP. Furthermore, these Non-GAAP Measures,
are not a measurement of our financial performance or liquidity under Indian GAAP, IFRS or US GAAP and should not
be considered as an alternative to net profit revenue from operations or any other performance measures derived in
accordance with Ind AS, IFRS or US GAAP or as an alternative to cash flow from operations or as a measure of our
liquidity. Further, these Non- GAAP Measures and other statistical and other information relating to operations and
financial performance should not be considered in isolation or construed as an alternative to cash flows, profit for the years
or any other measure of financial performance or as an indicator of our operating performance, liquidity, profitability or
380cash flows generated by operating, investing or financing activities derived in accordance with Ind AS, Indian GAAP,
IFRS or US GAAP. In addition, these Non-GAAP Measures and other statistical and other information relating to
operations and financial performance, are not standardised terms and may not be computed on the basis of any standard
methodology that is applicable across the industry and therefore, may not be comparable to financial measures of similar
nomenclature that may be computed and presented by other companies and are not measures of operating performance
or liquidity defined by Ind AS and may not be comparable to similarly titled measures presented by other companies.
Further, they may have limited utility as a comparative measure. Although such Non-GAAP financial measures are not a
measure of performance calculated in accordance with applicable accounting standards, our Company’s management
believes that they are useful to an investor in evaluating us as they are widely used measures to evaluate a company’s
operating performance.
Key Performance Indicators
Details of our KPIs as of and for the nine months period ended December 31 2025 and Fiscals 2025, 2024 and
2023, are set out below:
Om Power Transmission Limited
Sr. As at and for the period/fiscal ended
Particulars Unit
No. December
Fiscal 2025 Fiscal 2024 Fiscal 2023
31, 2025*
GAAP Measures
1. Total Income (in ₹ Lakhs) 27,650.19 28,164.77 18,439.45 12,170.73
2. Revenue from Operations (in ₹ Lakhs) 27,454.28 27,943.51 18,276.16 12,023.63
3. Profit After Tax (in ₹ Lakhs) 2,336.80 2,208.48 741.24 623.72
4. Operating Cash Flows (in ₹ Lakhs) (3,738.61) 1,244.61 353.08 1,005.40
Non - GAAP Measures
5. Gross Profit (in ₹ Lakhs) 6,452.59 7,020.00 4,526.34 3,390.55
6. Gross Profit Margin (In %) 23.34 24.92 24.55 27.86
7. PAT Margin (In %) 8.45 7.84 4.02 5.12
8. CFO/EBITDA (In Times) (1.09) 0.35 0.24 0.84
9. Debt to Equity Ratio (In Times) 0.32 0.26 0.52 0.59
10. Current Ratio (In Times) 1.86 1.81 1.34 1.26
11. EBITDA (in ₹ Lakhs) 3,424.45 3,565.60 1,446.63 1,192.94
12. EBITDA Margin (In %) 12.38 12.66 7.85 9.80
13. Return on Equity (RoE) (In %) 24.28 35.83 15.77 15.18
14. Return on Capital (In %) 26.53 41.76 18.41 15.45
Employed (RoCE)
15. Net Capital Turnover Ratio (In Times) 2.62 4.57 4.29 3.11
Operational Metrics
16. Order Book (in ₹ Lakhs) 74,460.27 44,168.85 51,560.95 20,989.09
17. Order Inflow (in ₹ Lakhs) 56,335.07 21,452.77 49,446.74 10,468.65
18. Number of Projects (In Numbers) 15 26 11 25
Completed
19. Number projects ongoing (In Numbers) 58 42 48 36
20. Number of Customers (In Numbers) 17 24 18 17
21. Book to Bill Ratio (In Times) 2.71 1.58 2.82 1.75
22. Project Win Rate (In %) 35.71 40.58 43.75 46.05
*Not Annualised
As certified by O.M.M.S & Associates, Chartered Accountants, Statutory Auditors pursuant to their certificate dated April 04, 2026.
The method of computation of above KPIs is set out below:
Sr
Metric Unit Formula
No.
1. Total Income (₹ in Lakhs) Sum of revenue from operations and other income as derived
from Restated Financial Information.
2. Revenue from Operations (₹ in Lakhs) Sum of revenue from customers and other operating income as
derived from Restated Financial Information.
3. Profit After Tax (₹ in Lakhs) Restated profit for the year as per Restated Financial
Statements.
4. Operating Cash Flows (₹ in Lakhs) Operating Cash flows is Cash flow from operations as derived
from Restated Financial Information.
381Sr
Metric Unit Formula
No.
5. Gross Profit (₹ in Lakhs) Gross profit is calculated by deducting the cost of material
consumed & project related expenses from the restated revenue
from operations.
6. Gross Profit Margin (In %) Gross Profit Margin is calculated by dividing gross profit by
total income and multiplying by 100
7. PAT Margin (In %) PAT Margin (%) is determined by dividing the restated profit
for the year by total income and multiplying by 100.
8. CFO/EBITDA (In Times) Cash flow from operation divided by EBITDA
9. Debt to Equity Ratio (In Times) This is computed as total debt divided by total equity. Total
debt is the sum of total current & non-current borrowings; total
equity is the sum of equity share capital and other equity
10. Current Ratio (In Times) Current Ratio is calculated by total current assets divided by
total current liabilities.
11. EBITDA (₹ in Lakhs) EBITDA is calculated as Restated profit before share of
profit/(loss) tax plus Finance Costs, Depreciation and
amortization expense less other income.
12. EBITDA Margin (In %) EBITDA Margin (%) is computed by dividing EBITDA by
total income and multiplying by 100
13. Return on Equity (RoE) (In %) Return on Equity (%) is calculated by dividing profit after tax
(PAT) by average total equity and multiplying by 100.
14. Return on Capital (In %) Return on Capital Employed (%) is calculated as earning
Employed (RoCE) before interest and tax (EBIT) / Capital Employed. EBIT is
calculated as Restated profit before share of profit/(loss) tax
plus Finance Costs as reduced by other income and Capital
employed is the sum of tangible net worth plus net debt, where
tangible net worth is calculated as total equity minus goodwill,
intangible assets, and deferred tax assets, plus deferred tax
liabilities.
15. Net Capital Turnover Ratio (In Times) Net capital turnover ratio is calculated by dividing net sales by
average working capital. Net sales are total sales minus sales
returns, and working capital is calculated as current assets
minus current liabilities (excluding short-term borrowings).
16. Order Book (₹ in Lakhs) Order Book refers to the total value of all confirmed and
unexecuted orders (excluding GST) that a company has on
hand at a given point in time.
17. Order Inflow (₹ in Lakhs) Order Inflow refers to the total value of new work orders that
a company secures during a specific period.
18. Number of Projects (In Numbers) This metric refers to the total count of projects that have been
Completed fully completed and delivered within a specified time frame
19. Number of Projects (In Numbers) Number of Ongoing Projects represents the total projects that
ongoing are active and not yet completed during a specific period. It is
calculated by counting all projects in execution, excluding
those closed or fully delivered.
20. Number of Customers (In Numbers) Number of Customers represents total number of unique
customers served in respective period.
21. Book to Bill Ratio (In Times) The book-to-bill ratio is the ratio of the outstanding order book
as at the end of relevant period/fiscal to the restated revenue
from operations for the relevant period/fiscal.
22. Project Win Rate (In %) The project win rate (%) is the percentage of projects
successfully secured out of the total number of project
opportunities pursued.
MATERIAL ACCOUNTING POLICIES
1. Statement of Corporate Information, Basis of preparation and compliance, Material Accounting Policy, Key
accounting estimates and judgements.
1.1 Corporate Information
382Om Power Transmission Limited (Formerly, Om Power Transmission Private Limited) (the “Company” or
“Om Power” or “OPTL”) is a Company domiciled in India. The Company having CIN U45204GJ2011PLC066092,
is an Engineering, Procurement and Construction (EPC) Company offering a wide range of integrated end-to-end
services including infrastructures project, power transmission and distribution, Extra High Voltage (EHV)
substation including design, supply, civil works, construction, underground cabling, testing, Construction and
Operation & Maintenance. The registered office of the Company is located at 703 to 706, 7th Floor, Fortune
Business Hub, Nr. Shell Petrol Pump, Science City Road , Sola , Ahmedabad, Gujarat, India - 380060.
With effect from, September 12,2025 approval for the change of the name of the Company has been accorded by
Ministry of Corporate Affairs (MCA) from Om Power Transmission Private Limited to Om Power Transmission
Limited. Post that, with effect from September 15,2025, the name of the Company has been changed from Om
Power Transmission Private Limited to Om Power Transmission Limited as per fresh incorporation certificate
issued by Ministry of Corporate Affairs (MCA) and accordingly, the Company has become a public limited
company with effect from such date.
1.2 Basis of preparation and statement of compliance
The Restated Financial Information comprises of the Restated Statement of Asset and Liabilities as at December
31, 2025, March 31, 2025, March 31, 2024, and March 31, 2023, the Restated Statement of Profit and Loss
(including Other Comprehensive Income), the Restated Statement of Cash Flows and the Restated Statement of
Changes in Equity for the period ended December 31, 2025, March 31, 2025, March 31, 2024 and March 31, 2023
and the notes comprising material accounting policies and other explanatory information (collectively referred to
as “Restated Financial Information”).
The Restated Financial Information comply in all material aspects with Indian Accounting Standards (Ind AS)
notified under the Act, Companies (Indian Accounting Standards) Rules, 2015 (as amended from time to time) and
other relevant provisions of the Act.
The Restated Financial Information has been approved by the Board of Directors of the Company at their meeting
held on February 20, 2026 and has been specifically prepared by the management for inclusion in the Red Herring
Prospectus (“RHP”) to be filed by the Company with Securities and Exchange Board of India (‘SEBI’), the National
Stock Exchange of India Limited and BSE Limited (collectively, the ‘Stock Exchanges’) in connection with the
proposed Initial Public Offer (“IPO”) comprising of a fresh issue of equity shares and an offer for sale of Company’s
equity shares of face value of INR 10 each (referred to as the 'Offer”). The Restated Financial Information has been
prepared by the management of the Company to comply in all material respects with the requirements of:
a) Section 26 of Part I of Chapter III of the Companies Act, 2013 (‘the Act’) as amended from time to time.
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended to date ("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”).
The Restated Financial Information has been compiled from: -
• The audited Ind AS financial statements of the Company as at and for the financial period ended December
31, 2025, prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed
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 which have been approved by the Board
of Directors at their meeting held on February 20, 2026;
• The audited Ind AS financial statements of the Company as at and for the financial year ended March 31,
2025, prepared in accordance with the Indian Accounting Standards (referred to as “Ind AS”) as prescribed
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 which have been approved by the Board
of Directors at their meeting held on September 01, 2025;
• The audited special purpose Ind AS financial statements of the company as at and for each of the years ended
March 31, 2024 and March 31, 2023 (together hereinafter referred as the “Special Purpose Ind AS Financial
Statements”) each prepared in accordance with the Ind AS prescribed under section 133 of the Act read with
Companies (Indian Accounting Standards) Rules 2015, as amended, and other accounting principles generally
383accepted in India, which have been approved by the Board of Directors at their meeting held on September
01, 2025. These Special Purpose Ind AS Financial Statements had been prepared by making adjustments
required under Ind AS to the audited IGAAP financial statements of the Company as at and for the years ended
March 31 2024 and March 31, 2023 (the “Statutory Indian GAAP Financial Statements”) prepared in
accordance with the Accounting Standards as prescribed under Section 133 of the Act read with Companies
(Accounting Standards) Rules 2021, as amended, and other accounting principles generally accepted in India,
which were approved by the Board of directors at their meeting held on September 15, 2024, and September
05, 2023 respectively.
The special purpose Ind AS financial statements for the years ended March 31, 2024 and March 31, 2023 have been
prepared using the financial statements which were earlier prepared in accordance with Accounting Standards
prescribed under section 133 of the Act, read with the Companies (Accounting Standards) Rules, 2021 and other
accounting principles generally accepted in India (hereinafter referred to as ‘Indian GAAP financial statements’)
for the respective aforementioned periods, being the applicable financial reporting framework of the Company in
such periods. The said audited Indian GAAP financial statements have been adjusted for the differences in the
accounting principles on transition to Ind AS, as per the requirements of Ind AS 101, First-time Adoption of the
Indian Accounting Standards (‘Ind AS 101’).
The accounting policies have been consistently applied by the Company in preparation of the Restated Financial
Information and are consistent with those adopted in the preparation of the special purpose Ind AS financial
statements as at and for the period ended December 31, 2025 and March 31, 2025.
The Restated Financial Information have been prepared so as to contain information / disclosures and incorporating
adjustments set out below in accordance with the SEBI ICDR Regulations:
a) No Adjustments to the profits or losses of the earlier periods and of the period in which the change in the
accounting policy has taken place is recomputed 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, if any;
b) Adjustments for reclassification and regrouping of the corresponding items of income, expenses, assets,
liabilities and cash flows, in order to bring them in line with the groupings as per the special purpose Ind AS
financial statements as at and for the period ended December 31, 2025, March 31, 2025, March 31, 2024 and
March 31, 2023 and the requirements of the ICDR Regulations, if any; and
c) The resultant impact of tax due to the aforesaid adjustments, if any.
The Restated Financial Information has been prepared using going concern assumption and on a historical cost
convention, except for certain financial assets and liabilities and defined benefit obligations, which are measured at
fair value.
The Restated Financial Information is presented in Indian Rupee (INR), which is also the Company’s functional
currency. All amounts disclosed in the Restated Financial Information and notes thereto have been rounded off to
the nearest lakhs, unless otherwise stated. Any amount appearing in restated financial information as ‘0.00’
represent amount less than INR 500.
All the assets and liabilities have been classified as current or non-current, wherever applicable, as per the operating
cycle of the Company as per the guidance set out in Schedule III to the Act. Operating cycle for the business
activities of the Company covers the duration of the project/ contract/ service including the defect liability/ warranty
period and extends up to the realisation of receivables (including retention monies) within the credit period normally
applicable to the respective project/ contract/ service. Deferred tax assets and liabilities are classified as non-current
only.
The accounting policies have been consistently applied by the Company in preparation of the Restated Financial
Information and are consistent with those adopted in the preparation of financial statements for the period ended
December 31, 2025.
1.3 Material Accounting Policy (MAP)
a) Revenue Recognition
Revenue is measured based on the transaction price, which is the consideration, adjusted for variable considerations,
if any, as specified in the contracts with the customers. Revenue excludes taxes collected from customers on behalf
384of the government. Accruals for variable considerations are estimated based on accumulated experience and
underlying agreements with customers.
Sale of Goods:
Revenue from sale of products is recognized when the control of the goods have been transferred to the customer.
The performance obligation in case of sale of products is satisfied at a point in time, i.e. when the material is
dispatched to the customer or on delivery to the customer, as may be specified in the contract.
Rendering of services:
Revenue from services is recognized over time by measuring progress towards satisfaction of performance
obligation for the services rendered. The Company uses Input/ Output method for measurement of revenue from
rendering of services based on work executed.
The Company satisfies a performance obligation and recognises revenue over time, if one of the following criteria
is met:
- As the entity performs, the customer simultaneously receives and consumes the benefits provided by the
entity’s performance.
- The entity’s performance creates or enhances an asset (e.g., work in progress) that the customer controls as
the asset is created or enhanced.
- The entity’s performance does not create an asset with an alternative use to the entity and the entity has an
enforceable right to payment for performance completed to date.
Performance obligations with reference to EPC contracts are satisfied over the period of time, and accordingly,
revenue from such contracts is recognised based on progress of performance determined using input method with
reference to the cost incurred on contract and their estimated total costs. Margin is not recognised until the outcome
of the contract is certain. Transaction price is the amount of consideration to which the Company expects to be
entitled in exchange for transferring goods or services to a customer excluding amounts collected on behalf of a
third party. Revenue, measured at transaction price, is adjusted towards liquidated damages, time value of money
and price variations, escalation, change in scope etc. wherever, applicable. Variation in contract work and other
claims are included to the extent that the amount can be measured reliably, and it is agreed with customer.
The Company evaluates whether each contract consists of a single performance obligation or multiple performance
obligations. Due to the nature of the work required to be performed on many of the performance obligations, the
estimation of total revenue and cost at completion is subject to many variables and requires significant judgement.
The Company considers its experience with similar transactions and expectations regarding the contract in
estimating the amount of variable consideration to which it will be entitled and determining whether the estimated
variable consideration should be constrained. The Company includes estimated amounts in the transaction price to
the extent it is probable that a significant reversal of cumulative revenue recognised will not occur when the
uncertainty associated with the variable consideration is resolved.
Revenue is recognised when the Company satisfies performance obligations by transferring the promised services
or goods to its customers. When there is uncertainty as to measurement or ultimate collectability, revenue
recognition is postponed until such uncertainty is resolved.
Contract modifications are accounted for when additions, deletions or changes are approved either to the contract
scope or contract price.
Progress billings are generally issued upon completion of certain phases of the work as stipulated in the contract.
Billing terms of the overtime contracts vary but are generally based on achieving specified milestones. The
difference between the timing of revenue recognised and customer billings result in changes to contract assets and
contract liabilities. Contractual retention amounts billed to customers are generally due upon expiration of the
contract period.
The contracts generally result in revenue recognised in excess of billings which are presented as contract assets in
the Balance Sheet. Amounts billed and due from customers are classified as receivables in the Balance Sheet. The
portion of the payments retained by the customer until final contract settlement is not considered a significant
financing component since it is usually intended to provide customer with a form of security for Company’s
385remaining performance as specified under the contract, which is consistent with the industry practice. Contract
liabilities represent amounts billed to customers in excess of revenue recognised till date. Liability is recognised for
advance payments, and it is not considered as a significant financing component since it is used to meet working
capital requirements at the time of project mobilization stage. The same is presented as contract liability in the
Balance Sheet.
Estimates of revenue and costs are reviewed periodically and revised, wherever circumstances change, resulting in
increases or decreases in revenue determination, is recognised in the statement of profit and loss in the period in
which estimates are revised.
Costs to obtain a contract which are incurred regardless of whether the contract was obtained are charged off in
statement of profit and loss immediately in the period in which such costs are incurred.
i. Contract assets (Unbilled Revenue):
A contract asset is the right to consideration in exchange for goods or services transferred to the customer. If the
company performs by transferring goods or services to a customer before the customer pays consideration or before
payment is due, a contract asset is recognised for the earned consideration that is conditional.
ii. Trade receivables:
A receivable represents the Company’s right to an amount of consideration that is unconditional (i.e., only the
passage of time is required before payment of the consideration is due).
iii. Contract liabilities (Unearned Revenue):
A contract liability is the obligation to transfer goods or services to a customer for which the company has received
consideration (or an amount of consideration is due) from the customer. If a customer pays consideration before the
company transfers goods or services to the customer, a contract liability is recognised when the payment is made,
or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when the Company
performs under the contract.
Other Income
Interest income from financial assets is recognised using the effective interest rate method. The effective interest
rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset
to the gross carrying amount of a financial asset. When calculating the effective interest rate, the Company estimates
the expected cash flow by considering all the contractual terms of the financial instrument but does not consider the
expected credit losses.
Dividends are recognised in the Statement of Profit and Loss only when the right to receive payment is established;
it is probable that the economic benefits associated with the dividend will flow to the company and the amount of
the dividend can be measured reliably.
Insurance claims are accounted for on the basis of claims admitted and to the extent that there is no uncertainty in
receiving the claims.
Rental income is recognised on accrual basis.
b) Taxes
Income tax earninexpense comprises of current tax expense and deferred tax expenses. Current tax and deferred tax
are recognised in statement of profit and loss, except when they relate to items that are recognised in other
comprehensive income or directly in equity, in which case, the current and deferred tax are also recognised in other
comprehensive income or directly in equity, respectively.
(i) Current income tax:
Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with the
provisions of the Income Tax Act of the respective jurisdiction. The current tax is calculated using tax rates that
have been enacted or substantively enacted, at the reporting date.
386Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends
either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
(ii) Deferred tax:
Deferred tax is recognised using the Balance Sheet approach on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts.
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for
all deductible temporary differences, the carry forward of unused tax credits and any unused tax losses. Deferred
tax assets are recognised to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised,
except when the deferred tax asset relating to the deductible temporary difference arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects
neither the accounting profit nor taxable profit or loss.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax asset to be
utilised. Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that
it has become probable that future taxable profits will allow the deferred tax assets to be recovered.
Deferred tax assets and liabilities are measured using substantively enacted tax rates expected to apply to taxable
income in the years in which the temporary differences are expected to be recovered or settled.
Deferred tax assets and deferred tax liabilities are offset if a legally enforceable right exists to set off current tax
assets against current tax liabilities.
The Company recognises deferred tax liability for all taxable temporary differences, except to the extent that both
of the following conditions are satisfied:
· When the Company can control the timing of the reversal of the temporary difference; and
· It is probable that the temporary difference will not reverse in the foreseeable future.
c) Property, Plant and Equipment
All items of property, plant and equipment are initially recorded at cost. Cost of property, plant and equipment
comprises purchase price, non-refundable taxes, levies and any directly attributable cost of bringing the asset to its
working condition for the intended use. Subsequent to initial recognition, property, plant and equipment are
measured at cost less accumulated depreciation and any accumulated impairment losses. The carrying values of
property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that
the carrying value may not be recoverable.
The cost of an item of property, plant and equipment is recognized as an asset if, and only if, it is probable that
future economic benefits associated with the item will flow to the Company and the cost of the item can be measured
reliably. The cost includes the cost of replacing part of the property, plant and equipment and borrowing costs that
are directly attributable to the acquisition, construction or production of a qualifying property, plant and equipment.
Items such as spare parts, stand-by equipment and servicing equipment that meet the definition of property, plant
and equipment are capitalized at cost and depreciated over their useful life. Costs in nature of repairs and
maintenance are recognised in the statement of profit and loss as and when incurred.
Depreciation on property, plant and equipment is provided based on useful life of the assets as prescribed in
Schedule II to the Companies Act, 2013 as per written down value method.
Gains or losses arising from derecognition of property, plant and equipment are measured as the difference between
the net disposal proceeds and the carrying amount of the asset at the time of disposal and are recognised in the
statement of profit and loss when the asset is derecognised.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each
financial year end and adjusted prospectively, if appropriate.
387On transition to Ind AS, the Company has elected to continue with the carrying value of all its property, plant and
equipment recognised as of transition date, measured as per the previous GAAP and use that carrying value as the
deemed cost of the property, plant and equipment.
d) Investment properties
Investment properties are held to earn rentals or for capital appreciation, or both, but not for sale in the ordinary
course of business, use in the production or supply of goods or services or for administrative purposes. Investment
properties are measured initially at the cost of acquisition. The cost comprises purchase price, borrowing cost if
capitalization criteria are met and directly attributable cost of bringing the asset to its working condition for the
intended use. Subsequent costs are included in the asset's carrying amount or recognised as a separate asset, as
appropriate, only when it is probable that future economic benefits associated with the item will flow to the
Company. All other repair and maintenance costs are recognised in statement of profit and loss as incurred.
On transition to Ind AS, the Company has elected to continue with the carrying value of all its investment properties
recognised as of transition date, measured as per the previous GAAP and use that carrying value as the deemed cost
of the Investment Property.
Depreciation on Investment property is provided based on useful life of the assets as prescribed in Schedule II to
the Companies Act, 2013 as per written down value method.
e) Intangible assets
An in tangible asset is recognised, only where it is probable that future economic benefits attributable to the asset
will accrue to the enterprise and the cost can be measured reliably.
Intangible assets acquired separately are measured on initial recognition at cost. Intangible assets arising on
acquisition of business are measured at fair value as at date of acquisition. Internally generated intangibles including
research costs are not capitalized and the related expenditure is recognised in the Statement of Profit and Loss in
the period in which the expenditure is incurred. Following initial recognition, intangible assets are carried at cost
less accumulated amortization and accumulated impairment loss, if any.
Intangible assets are amortized on written down method over the economic useful life estimated by the management
and is recognised in the statement of profit and loss under the head “Depreciation and Amortization expense”. The
estimated useful life of the intangible assets and the amortization period are reviewed at the end of each financial
year, and the amortization period is revised to reflect the changed pattern, if any.
On transition to Ind AS, the Company has elected to continue with the carrying value of all its intangible assets
recognised as of transition date, measured as per the previous GAAP and use that carrying value as the deemed cost
of Intangible Asset.
f) Inventories
The stock of construction materials, stores, and spares is valued at cost or net realisable value, whichever is lower.
Cost is determined on First in First out basis and includes all applicable cost of bringing the goods to their present
location and condition.
Inventories are valued as per following method:
Items Method of Valuation
Raw Materials and Components At Cost or NRV, whichever is lower
Work-in-progress At Cost or NRV, whichever is lower
g) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand and demand deposits with banks, short-term balances (with an
original maturity of three months or less), highly liquid investments that are readily convertible into known amounts
of cash and which are subject to insignificant risk of changes in value. Margin money deposits, earmarked balances
with banks and other bank balances which have restrictions are presented as other bank balances.
For the purpose of statement of cash flows, cash and cash equivalents consist of cash.
388h) Borrowing costs
Borrowing costs consist of interest, ancillary costs, and other costs in connection with the borrowing of funds.
Borrowing costs attributable to acquisition and/or construction of qualifying assets are capitalised as a part of the
cost of such assets, up to date such assets are ready for their intended use. All other borrowing costs are charged to
the statement of profit and loss.
i) Impairment of non-financial assets
The Company assesses at each reporting date, whether there is an indication that an asset may be impaired. If any
indication exists, or when annual impairment testing for an asset is required, the Company estimates the asset’s
recoverable amount. An asset recoverable amount is the higher of an asset or cash-generating unit’s (CGU) fair
value, less costs of disposal and its value in use. Recoverable amount is determined for an individual asset, unless
the asset does not generate cash inflows that are largely independent of those from other assets or Groups of assets.
When the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and
is written down to its recoverable amount. Impairment losses of continuing operations are recognised in the
statement of profit and loss.
j) Leases Company as a lessee
At the commencement date of a lease, the Company recognises a liability to make lease payments (i.e., the lease
liability) and an asset representing the right to use the underlying asset during the lease term (i.e., the right-of-use
asset). Right-of- use assets are measured at cost, less any accumulated depreciation, impairment losses and adjusted
for any remeasurement of lease liabilities. The cost of right-of-use assets includes the amount of lease liabilities
recognised and lease payments made at or before the commencement date. Right-of-use assets are depreciated on a
straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. If ownership of the
leased asset transfers to the Company at the end of the lease term or the cost reflects the exercise of a purchase
option, depreciation is calculated using the estimated useful life of the asset.
The Company recognises lease liabilities measured at the present value of lease payments to be made over the lease
term. The lease payments also include the exercise price of a purchase option reasonably certain to be exercised by
the Company. In calculating the present value of lease payments, the Company uses its incremental borrowing rate
at the lease commencement date.
After the commencement date, the amount of lease liabilities is increased to reflect the accretion of interest and
reduced for the lease payments made. In addition, the carrying amount of lease liabilities is remeasured if there is a
modification or a change in the lease term. The Company separately recognises the interest expense on the lease
liability as finance cost and the depreciation expense on the right-of-use asset.
The Company accounts for a lease modification as a separate lease when both of the following conditions are met:
• The modification increases the scope of the lease by adding the right to use one or more underlying assets.
• The consideration for the lease increases commensurate with the price for the increase in scope and any
adjustments to that stand-alone price reflect the circumstances of the particular contract.
For a lease modification that fully or partially decreases the scope of the lease the Company decreases the carrying
amount of the right-of-use asset to reflect partial or full termination of the lease. Any difference between those
adjustments is recognised in profit or loss at the effective date of the modification.
The Company has elected to use the exemptions proposed by the standard lease contracts for which the lease terms
end within 12 months of the date of initial application, and lease contracts for which the underlying asset is of low
value. The Company recognises the lease payments associated with such leases as an expense in the statement of
profit and loss.
k) Financial Instruments
Initial recognition and measurement
389Financial instruments (assets and liabilities) are recognised when the Company becomes a party to a contract that
gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity.
Financial assets (unless it is a trade receivable without a significant financing component) and financial liabilities
are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of
financial assets and financial liabilities, other than those designated as fair value through profit or loss (FVTPL),
are added to or deducted from the fair value of the financial assets or financial liabilities, as appropriate, on initial
recognition. Transaction costs directly attributable to the acquisition of financial assets or financial liabilities at
FVTPL are recognised immediately in statement of profit and loss. A trade receivable without a significant financing
component is initially measured at the transaction price. The amount of retention money held by the customers is
disclosed as part of trade receivables.
i. Financial assets
All regular purchases or sale of financial assets are recognised and derecognised on a trade date basis. Regular way
purchases or sales of financial assets that require delivery of assets within the time frame established by regulation
or convention in the marketplace.
Subsequent measurement
All recognised financial assets are subsequently measured in their entirety at either amortised cost or fair value,
depending on the classification of the financial assets:
a) Financial assets measured at amortised cost
b) Financial assets measured at fair value through profit or loss (FVTPL)
c) Financial assets measured at fair value through other comprehensive income (FVTOCI)
Financial assets measured at amortised cost
A financial asset is measured at amortised cost if both the following conditions are met:
• The asset is held within a business model whose objective is to hold assets for collecting contractual cash
flows, and
• Contractual terms of the instruments give rise on specified dates to cash flows that are solely payments of
principal and interest (SPPI) on the principal amount outstanding. This category applies to cash and bank
balances, trade receivables, and loans. Such financial assets are subsequently measured at amortised cost using
the effective interest method. The effect of the amortisation under effective interest method is recognised as
interest income over the relevant period of the financial asset under other income in the Statement of Profit
and Loss. The amortised cost of a financial asset is also adjusted for loss allowance, if any.
After initial measurement, such financial assets are subsequently measured at amortised cost using the Effective
Interest Rate (EIR) method. EIR is the rate that exactly discounts estimated future cash receipts (including all fees,
transaction costs and other premiums or discounts) through the expected life of the debt instrument or where
appropriate, a shorter period, to the net carrying amount on initial recognition.
The EIR amortisation is included in other income in the statement of profit and loss. The losses arising from
impairment are recognised in the statement of profit and loss. This category generally applies to trade and other
receivables, loans, etc.
Financial assets measured at FVTPL Debt instrument
FVTPL is a residual category for debt instruments. Any debt instrument, which does not meet the criteria for
categorization as at amortised cost or as FVTOCI, is classified as at FVTPL. Financial assets included within the
FVTPL category are measured at fair value with all changes recognised in the statement of profit and loss.
Equity investments (Equity investments other than investments in subsidiaries, joint ventures and associates)
The Company subsequently measures all equity investments other than investments in subsidiaries, joint ventures
and associates at fair value. Where the Company’s management has elected to present fair value gains and losses
390on equity investments in other comprehensive income, there is no subsequent reclassification of fair value gains
and losses to the statement of profit and loss in the event of de-recognition. Dividends from such investments are
recognised in the statement of profit and loss as other income when the Company’s right to receive payments is
established. Changes in the fair value of financial assets at FVTPL are recognised in the statement of profit and
loss.
Financial assets measured at fair value through other comprehensive income (FVTOCI)
A financial asset is measured at FVTOCI if both of the following conditions are met:
a. The Company’s business model objective for managing the financial asset is achieved both by collecting
contractual cash flows and selling the financial assets, and
b. The contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments
of principal and interest on the principal amount outstanding.
This category applies to certain investments in debt instruments. Such financial assets are subsequently measured
at fair value at each reporting date. Fair value changes are recognised in the Other Comprehensive Income (OCI).
However, the Company recognises interest income and impairment losses and its reversals in the Statement of Profit
and Loss.
De-recognition
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is
primarily derecognised when:
• The rights to receive cash flows from the asset have expired, or
• The Company has transferred its rights to receive cash flows from the asset or has assumed an obligation to
pay the received cash flows in full without material delay to a third party under a ‘pass through’ arrangement;
and either.
- the Company has transferred substantially all the risks and rewards of the asset, or
- the Company has neither transferred nor retained substantially all the risks and rewards of the asset but
has transferred control of the asset.
- On derecognition of a financial asset, for financial assets measured at FVTOCI), the difference between
the carrying amount and the consideration received is recognised in the Statement of Profit and Loss.S
Impairment of financial assets
In accordance with Ind AS 109, the Company applies Expected Credit Loss (ECL) model for measurement and
recognition of impairment loss on the following financial assets and credit risk exposure:
• Debt instruments measured at amortised cost e.g., bank deposits
• Trade receivables
• Other financial assets not designated as FVTPL
For recognition of impairment loss on other financial assets and risk exposure, the Company determines whether
there has been a significant increase in the credit risk since initial recognition. If credit risk has not increased
significantly, 12- month ECL is used to provide for impairment loss. However, if credit risk has increased
significantly, lifetime ECL is used. If, in a subsequent period, credit quality of the instrument improves such that
there is no longer a significant increase in credit risk since initial recognition, then the entity reverts to recognising
impairment loss allowance based on 12-month ECL.
ECL is the difference between all contractual cash flows that are due to the Company in accordance with the contract
and all the cash flows that the entity expects to receive (i.e., all cash shortfalls), discounted at the original EIR.
Lifetime ECL are the expected credit losses resulting from all possible default events over the expected life of a
391financial instrument. The 12-month ECL is a portion of the lifetime ECL which results from default events that are
possible within 12 months after the reporting date.
The Company follows ‘simplified approach’ for recognition of impairment loss allowance on Trade receivables
(including lease receivables). The application of simplified approach does not require the Company to track changes
in credit risk. Rather, it recognises impairment loss allowance based on lifetime ECL at each reporting date, right
from its initial recognition.
ii. Financial liabilities Subsequent measurement
All financial liabilities are subsequently measured at amortised cost using the EIR method or at FVTPL.
Financial liabilities at amortised cost
After initial recognition, interest-bearing borrowings and other payables are subsequently measured at amortised
cost using the EIR method. Gains and losses are recognised in statement of profit and loss when the liabilities are
derecognised as well as through the EIR amortisation process. Amortised cost is calculated by considering any
discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortisation is
included as finance costs in the statement of profit and loss.
Financial liabilities at FVTPL
Financial liabilities are classified as FVTPL when the financial liabilities are held for trading or are designated as
FVTPL on initial recognition. Financial liabilities are classified as being held for trading if they are incurred for the
purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognised in the profit
or loss.
De-recognition
A financial liability is de-recognised when the obligation under the liability is discharged or cancelled or expires.
iii. Trade receivables
A receivable represents the Company’s right to an amount of consideration under the contract with a customer that
is unconditional and realizable on the due date (i.e., only the passage of time is required before payment of the
consideration is due). Trade receivable without a significant financing component is initially measured at the
transaction price.
iv. Trade and other payables
These amounts represent liabilities for goods and services provided to the Company prior to the end of financial
year which are unpaid. The amounts are unsecured and are usually paid as per agreed terms. Trade payables are
presented based on the operating cycle of the Company. They are recognised initially at their transaction price and
subsequently measured at amortised cost using the effective interest method.
v. Offsetting financial instruments
Financial assets and financial liabilities are offset, and the net amount is reported in the statement of assets and
liabilities if there is a currently enforceable legal right to offset the recognised amounts and there is an intention to
settle on a net basis or to realise the assets and settle the liabilities simultaneously.
vi. Modification
A modification of a financial asset or liabilities occurs when the contractual terms governing the cash flows of a
financial asset or liabilities are renegotiated or otherwise modified between initial recognition and maturity of the
financial instruments. Any gain/ loss on modification is charged to statement of profit and loss.
l) Fair Value Measurement
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.
392The fair value measurement assumes that the transaction to sell the asset or transfer the liability takes place either:
- In the principal market for the asset or liability, or
- In the absence of a principal market, in the most advantageous market for the asset or liability
A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefit by using the asset in its highest and best use
or by selling it to another market participant that would use the asset at its highest and best use.
The Company uses valuation techniques that are appropriate in the circumstances for which sufficient data are
available to measure fair value, maximizing the use of relevant observable inputs and minimizing the use of
unobservable inputs.
All assets and liabilities for which fair value is measured or disclosed in the financial statements are categorized
within the fair value hierarchy. The fair value hierarchy is based on inputs to valuation techniques that are used to
measure fair value that are either observable or unobservable and consists of the following three levels:
Level 1 – Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
Level 2 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable.
Level 3 – Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable.
m) Provisions (other than employee benefits)
Provisions are recognised when the Company has a present legal or constructive obligation because of past events,
it is probable that an outflow of resources will be required to settle the obligation and the amount can be reliably
estimated. Provisions are not recognised for future operating losses.
Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is
determined by considering the class of obligations as a whole. A provision is recognised even if the likelihood of
an outflow with respect to any one item included in the same class of obligations may be small.
Provisions are measured at the present value of management’s best estimate of the expenditure required to settle the
present obligation at the end of the reporting period. The discount rate used to determine the present value is a pre-
tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
The increase in the provision due to the passage of time is recognised as interest expense.
n) Contingencies
Disclosure of contingent liabilities is made when there is a possible obligation or a present obligation that may, but
probably will not, require an outflow of resources. Where there is possible obligation or a present obligation in
respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made.
Contingent assets are not recognised in the financial information. However, contingent assets are assessed
continuously and if it is virtually certain that an inflow of economic benefits will arise, the assets and the related
income are recognised in the period in which the change occurs. Contingent assets are disclosed where an inflow
of economic benefits is probable.
o) Events after reporting date
Where events occurring after the Balance Sheet date provide evidence of conditions that existed at the end of the
reporting period, the impact of such events is adjusted within the financial statements. Otherwise, events after the
Balance Sheet date of material size or nature are only discloseds.
p) Cash Flow Statement
Cash flows are reported using indirect method whereby profit for the period is adjusted for the effects of the
transactions of non-cash nature, any deferrals or accruals of past or future operating cash receipts and payments and
393items of income or expenses associated with investing and financing cash flows. The cash flows from operating,
investing and financing activities of the Company are segregated.
q) Employee Benefits
Short term employee benefits for salary and wages including accumulated leave that are expected to be settled
wholly within 12 months after the end of the reporting period in which employees render the related service are
recognised as an expense in the statement of profit and loss.
Defined Contribution Plan:
The Company pays contribution to the provident fund and employee state insurance corporation which is
administered by respective Government authorities. The Company has no further payment obligations once the
contributions have been paid. The Contributions are recognised as employee benefit expense in the statement of
profit and loss to the year it pertains.
Defined benefit plan:
Gratuity: The Company’s liability towards gratuity is determined using the projected unit credit method which
considers each period of service as giving rise to additional unit of benefit entitlement and measures each unit
separately to build up the final obligation. The cost for past services s recognised on a straight-line basis over the
average period until the amended benefits become vested.
Re-measurement gains and losses arising from experience adjustments and changes in actuarial assumptions are
recognised in the period in which they occur, directly in other comprehensive income. They are included in retained
earnings in the statement of changes in equity and in the statement of assets and liabilities.
Obligation is measured at the present value of estimated future cash flows using a discount rate that is determined
by reference to market yields at the reporting date on Government bonds where the currency and the terms of
Government bonds are consistent with the currency and estimated term of defined benefit obligation.
r) Earnings Per Share
Basic earnings per share is calculated by dividing the net profit or loss for the period attributable to equity
shareholders by the weighted average number of equities shares outstanding during the period.
For the purpose of calculating diluted earnings per share, the net profit attributable to equity shareholders and the
weighted average number of shares outstanding are adjusted for the effect of all dilutive potential equity shares
from the exercise of options on unissued share capital. The number of equity shares is the aggregate of the weighted
average number of equity shares and the weighted average number of equity shares which are to be issued in the
conversion of all dilutive potential equity shares into equity shares.
s) Exceptional items
When items of income and expense within profit or loss from ordinary activities are of such size, nature or incidence
that their disclosure is relevant to explain the performance of the enterprise for the period, the nature and amount of
such material items are disclosed separately as exceptional items.
t) Current versus Non-Current Classification
The Company presents assets and liabilities in the balance sheet based on current / non-current classification.
An asset is treated as current when it is:
- Expected to be realized or intended to be sold or consumed in normal operating cycle;
- Held primarily for the purpose of trading.
- Expected to be realized within twelve months after the reporting period, or
394- Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period.
All other assets are classified as non-current.
A liability is current when:
- It is expected to be settled in normal operating cycle; or
- It is held primarily for the purpose of trading; or
- It is due to be settled within twelve months after the reporting period, or
- There is no unconditional right to defer the settlement of the liability for at least twelve months after the
reporting period.
All other liabilities are classified as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash
equivalents. The Company has identified twelve months as its operating cycle.
u) Segment reporting
An operating segment is component of the Company that engages in the business activity from which the Company
earns revenues and incurs expenses, for which discrete financial information is available and whose operating results
are regularly reviewed by the chief operating decision maker (CODM), in deciding about resources to be allocated
to the segment and assess its performance. The Company’s chief operating decision maker is the Board of Directors.
Operating segments are reported in a manner consistent with the internal reporting provided to the CODM.
v) Assets held for sale
Assets are classified as Held for Sale if their carrying amount will be recovered principally through a sale transaction
rather than through continuing use and the sale is highly probable. A sale is considered as highly probable when
such assets have been decided to be sold by the Company; are available for immediate sale in their present condition;
are being actively marketed for sale at a price and the sale has been agreed or is expected to be concluded within
one year of the date of classification. Such assets are measured at lower of carrying amount or fair value, less selling
costs.
Assets held for sale are presented separately from other assets in the Balance Sheet and are not depreciated or
amortised while they are classified as held for sale.
Key accounting estimates and judgements
The preparation of the Company’s financial statements requires the management to make judgements, estimates
and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the accompanying
disclosures, and the disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could
result in outcomes that require a material adjustment to the carrying amount of assets or liabilities affected in future
periods. Management believes that the estimates used in the preparation of the financial statements are prudent and
reasonable. Examples of such estimates include estimation of useful lives of property plant and equipment,
employee costs, assessments of recoverable amounts of deferred tax assets, trade receivables and cash generating
units, provisions against litigations and contingencies. Estimates and underlying assumptions are reviewed by
management at each reporting date. Actual results could differ from these estimates. Any revision of these estimates
is recognised prospectively in the current and future periods.
(i) Deferred income taxes
The assessment of the probability of future taxable profit in which deferred tax assets can be utilized is based on
the Company’s latest forecast, which is adjusted for significant non-taxable profit and expenses and specific limits
to the use of any unused tax loss or credit. The tax rules in the different jurisdictions in which the Company operate
are also carefully taken into consideration. If a positive forecast of taxable profit indicates the probable use of a
deferred tax asset, especially when it can be utilized without a time limit, that deferred tax asset is usually recognised
in full.
395(ii) Revenue recognition
Determination of revenue under percentage of completion method necessarily involves making estimates, some of
which are of a technical nature, concerning, where relevant, the percentage of completion, costs to completion, the
expected revenue from the project or activity and foreseeable losses to completion. Estimates of project income, as
well as project costs, are reviewed periodically. The effect of changes, if any, to estimates is recognised in the
financial statements for the year in which such changes are determined.
(iii) Current income taxes
The tax jurisdiction for the Company is India. Significant judgments are involved in determining the provision for
income taxes including judgment on whether tax positions are probable of being sustained in tax assessments. A
tax assessment can involve complex issues, which can only be resolved over extended time periods. The recognition
of taxes that are subject to certain legal or economic limits or uncertainties is assessed individually by management
based on the specific facts and circumstances.
(iv) Accounting for defined benefit plans
In accounting for post-retirement benefits, several statistical and other factors that attempt to anticipate future events
are used to calculate plan expenses and liabilities. These factors include expected discount rate assumptions and
rate of future compensation increases. To estimate these factors, actuarial consultants also use estimates such as
withdrawal, turnover, and mortality rates which require significant judgment. The actuarial assumptions used by
the Company may differ materially from actual results in future periods due to changing market and economic
conditions, regulatory events, judicial rulings, higher or lower withdrawal rates, or longer or shorter participant life
spans.
(v) Useful lives of property, plant and equipment and intangible assets
The Company reviews the useful life of property, plant and equipment and intangible assets at the end of each
reporting period. This reassessment may result in change in depreciation and amortisation expense in future periods.
(vi) Impairment
An impairment loss is recognised for the amount by which an asset’s or cash-generating unit’s carrying amount
exceeds its recoverable amount to determine the recoverable amount, management estimates expected future cash
flows from each asset or cash generating unit and determines a suitable interest rate in order to calculate the present
value of those cash flows. In the process of measuring expected future cash flows, management makes assumptions
about future operating results. These assumptions relate to future events and circumstances. The actual results may
vary and may cause significant adjustments to the Company’s assets.
In most cases, determining the applicable discount rate involves estimating the appropriate adjustment to market
risk and the appropriate adjustment to asset-specific risk factors.
(vii) Foreseeable losses
In case of contracts, when it is probable that total contract costs will exceed total contract revenue, the expected loss
(foreseeable loss) is recognised. Such loss is measured based on management experience of handling similar
contract in past and estimates regarding possible future incidence during the contract period. Contract where the
economic benefits in the future directly or indirectly exceed the obligation under the contract, the losses are not
recognized.
(viii) Expected credit loss
Refer note for Impairment of financial assets mentioned in accounting policy on financial instruments above.
(ix) Fair value of financial instruments
Management uses valuation techniques in measuring the fair value of financial instruments where active market
quotes are not available. In applying the valuation techniques, management makes maximum use of market inputs
and uses estimates and assumptions that are, as far as possible, consistent with observable data that market
participants would use in pricing the instrument. Where applicable data is not observable, management uses its best
396estimate about the assumptions that market participants would make. These estimates may vary from the actual
prices that would be achieved in an arm’s length transaction at the reporting date.
(x) Provisions and contingent liabilities
A provision is recognised when the Company has a present obligation as result of a past event and it is probable
that the outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be
made. These are reviewed at each reporting date and adjusted to reflect the current best estimates. The assessment
of the existence, and potential quantum, of contingencies inherently involves the exercise of significant judgements
and the use of estimates regarding the outcome of future events.
(xi) Leases
The Company evaluates if an arrangement qualifies to be a lease as per the requirements of Ind AS 116.
Identification of a lease required significant judgement. The Company uses judgement in assessing the lease term
(including anticipated renewals) and the applicable discount rate. The Company revises the lease term if there is a
change in non-cancellable period of a lease.
(xii) Recent accounting pronouncements
Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under
Companies (Indian Accounting Standards) Rules as issued from time to time. For the Nine Month Period ended
December 31, 2025 has not notified any new standards or amendments to the existing standards applicable to the
Company.
PRINCIPAL COMPONENTS OF STATEMENT OF PROFIT AND LOSS
Income
Our total income comprises (i) revenue from operations, and (ii) other income.
Revenue from operations
Revenue from operations comprises (i) Revenue from EPC services; and (ii) other operating revenue consisting of sale
of scrap.
Other income
Other income includes (i) Interest income on Bank deposits (Financial Assets) carried at amortised cost; (ii) Dividend
from investment measured at FVTPL; (iii) Gain on sale of property, plant and equipment (net); (iv) Rental income; and
(v) Miscellaneous Income.
Expenses
Our expenses comprises of (i) Cost of Material Consumed; (ii) Project Related expenses; (iii) Employee benefits expense;
(iv) Finance costs; (v) Depreciation and amortisation expense; and (vi) Other expenses.Costs of materials consumed
Cost of materials consumed consists of opening and closing inventory of materials used in EPC projects, primarily
including towers, TMT bars, various steel components, conductors, optical fibre cable and stringing accessories, stores,
spares and tools.
Project related expenses
Project related expenses include expenses incurred on EPC projects, which comprises insurance expenses, labour
expense, right of way & crop compensation, site expenses, testing and supervision expenses, vehicle and equipment hire
and other direct expenses.
Employee benefits expense
Employee benefits expenses primarily comprise salaries, wages, bonus & incentive, contribution to provident & other
funds, director remuneration, staff welfare expenses and gratuity expense.
397Finance costs
Finance cost includes (i) Interest expense on borrowings; (ii) Interest expense on delayed payment of income tax; (iii)
Interest expense on delayed payment of statutory dues; and (iv) Other borrowing cost.
Depreciation and amortization expenses
Depreciation and amortization expenses comprises (i) depreciation on property, plant and equipment, (ii) depreciation on
investment property, and (iii) amortization of intangible assets.
Other expenses
Other expenses include
(i) rates and taxes, (ii) Printing, stationery, courier & postage expense, (iii) communication expenses, (iv) power and fuel,
(v) travelling and conveyance, (vi) allowances for expected credit loss, (vii) corporate social responsibility expenses,
(viii) donation, (ix) payment to auditor (x) legal and professional fees (xi) Net loss on derecognition of property, plant
and equipment, intangible assets, (xii) repairs and maintenance for building, plant and equipment and others, (xiii)
Selling, marketing and business promotion expenses, (xiv) Directors' Sitting Fees and (xv) miscellaneous expenses.
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398RESULTS OF OPERATIONS BASED ON OUR RESTATED FINANCIAL INFORMATION
The following tables set forth our selected restated financial data from our restated statement of profit and loss for the nine months period ended December 31, 2025 and
Fiscals 2025, 2024 and 2023, the components of which are also expressed as a percentage of restated total income for such periods:
As at and for the period/Fiscal ended
December 31, 2025 Fiscal 2025 Fiscal 2024 Fiscal 2023
Particulars Percentage of Percentage of Percentage of Percentage of
Amount Amount Amount Amount
total income total income total income total income
(in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs) (in ₹ lakhs)
(in %) (in %) (in %) (in %)
Income
Revenue from operations 27,454.28 99.29 27,943.51 99.21 18,276.16 99.11 12,023.63 98.79
Other income 195.91 0.71 221.26 0.79 163.29 0.89 147.10 1.21
Total Income 27,650.19 100.00 28,164.77 100.00 18,439.45 100.00 12,170.73 100.00
Expenses
Cost of Material Consumed 14,162.23 51.22 12,369.54 43.92 6,769.07 36.71 4,054.40 33.31
Project Related expenses 6,839.45 24.74 8,553.97 30.37 6,980.74 37.86 4,578.68 37.62
Employee benefits expense 2,568.06 9.29 3,132.15 11.12 2,859.96 15.51 1,871.09 15.37
Finance costs 534.32 1.93 600.49 2.13 524.40 2.84 440.19 3.62
Depreciation and 149.68 0.54 119.06 0.42 132.28 0.72 132.05 1.08
amortization expenses
Other expenses 460.08 1.66 322.25 1.14 219.76 1.19 326.52 2.68
Total Expense 24,713.82 89.38 25,097.46 89.11 17,486.21 94.83 11,402.93 93.69
Profit before tax 2,936.37 10.62 3,067.31 10.89 953.24 5.17 767.80 6.31
Tax Expense:
(a) Current Tax 672.02 2.43 744.38 2.64 354.69 1.92 219.17 1.80
(b) Tax for earlier period (1.25) (0.00) 3.51 0.01 0.01 0.00 2.64 0.02
(c) Deferred Tax (71.20) (0.26) 110.94 0.39 (142.70) (0.77) (77.73) (0.64)
Total Tax Expenses 599.57 2.17 858.83 3.05 212.00 1.15 144.08 1.18
Restated Profit for the 2,336.80 8.45 2,208.48 7.84 741.24 4.02 623.72 5.12
period/year
399Nine months period ended December 31, 2025
Total Income
Total income for the nine-months period ended December 31, 2025 stood at ₹ 27,650.19 lakhs. The income during the
period was primarily driven by revenue from operations and other income.
Revenue from Operations
For the nine-months period ended December 31, 2025, revenue from operations amounted to ₹ 27,454.28 lakhs,
representing 99.29% of the total income. The revenue from operations was primarily driven by the Transmission Line
EPC projects, which contributed ₹ 12,293.33 lakhs, accounting for 44.78% of our total revenue from operation.
Underground cabling projects contributed ₹ 7,108.13 lakhs, representing 25.89% of our revenue from operations.
Revenue from other projects, including substation EPC projects and operations & maintenance services, collectively
contributed ₹ 8,044.19 lakhs, accounting for 29.30% of our revenue from operations. Additionally, other operating
revenue comprising sale of scrap amounted to ₹ 8.63 lakhs, representing 0.03% of our revenue from operations.
Nine-months period ended December 31, 2025
Business Vertical Revenue from operations % of revenue from operations
(in ₹ lakhs) (in %)
Transmission Line EPC project 12,293.33 44.78
Substation EPC Project 5,727.50 20.86
Under Ground Cabling projects 7,108.13 25.89
Operation and Maintenance 2,316.69 8.44
Other Operating Revenue* 8.63 0.03
Total 27,454.28 100.00
* Other operating revenue consists of revenue from the sale of scrap material
During the nine-months period ended December 31, 2025, substantial part of our revenue from operations was from our
core EPC verticals (Transmission Line EPC project, Substation EPC Project and Under Ground Cabling), which
contributed 91.53% of our total revenue from operations, with all three EPC verticals contributing a substantial portion.
In comparison, our operations and maintenance vertical contributed 8.44% of our total revenue from operations. Our
unexecuted outstanding Order Book also reflects similar pattern, with a greater share attributable to our core EPC verticals
as compared to the operations and maintenance segment.
Other Income
Other income for the nine-months period ended December 31, 2025 was ₹ 195.91 lakhs, accounting for 0.71% of total
income. Other income primarily comprised interest income from bank deposits contributing ₹ 160.72 lakhs accounting
for 0.58% of total income.
Total Expenses:
Total expenses for the nine-months period ended December 31, 2025 amounted to ₹ 24,713.82 lakhs, representing
89.38% of total income which comprised of Cost of Material Consumed of ₹ 14,162.23 lakhs, Project Related expenses
of ₹ 6,839.45 lakhs, Employee benefits expenses of ₹ 2,568.06 lakhs, Finance cost of ₹ 534.32 lakhs, Depreciation and
amortization expenses of ₹ 149.68 lakhs, and Other expenses of ₹ 460.08 lakhs.
A detailed break-up of each component is provided below:
Cost of Material Consumed
Cost of materials consumed for the nine-months period ended December 31, 2025 amounted to ₹ 14,162.23 lakhs,
representing 51.22% of our total income which comprised purchases made during the year for material, stores, spares
and tools consumed (purchase) accounting for 51.37% of our total income. Our opening stock of inventory at the
commencement of period was ₹ 747.16 lakhs, while the closing stock at the end of the period was ₹ 788.73 lakhs.
Project Related Expenses
For the nine-months period ended December 31, 2025, project-related expenses amounted to ₹ 6,839.45 lakhs,
representing 24.74% of total income. These expenses primarily comprised labour expense, including subcontracting
400expenses, amounting to ₹ 5,939.68 lakhs, which accounted for 21.48% of our total income. Other project-related expenses
collectively contributed ₹ 899.78 lakhs, representing 3.25% of total income.
Employee Benefit Expenses
Employee benefits expenses for the nine-months period ended December 31, 2025 amounted to ₹ 2,568.06 lakhs,
representing 9.29% of our total income. The expense was primarily attributable to salaries, wages, bonus & other
allowance (including Director remuneration) of ₹ 2,255.14 lakhs, contribution to provident fund and other funds of ₹
210.80 lakhs, Gratuity expenses of ₹ 88.36 lakhs and staff welfare expenses of ₹ 13.76 lakhs. The number of employees
as at December 31, 2025 stood at 1,164.
Finance Costs
Finance costs for the nine-months period ended December 31, 2025 amounted to ₹ 534.32 lakhs, representing 1.93% of
our total income. Finance costs were primarily incurred on interest expenses for working capital loans and vehicle loans
of ₹ 273.20 lakhs, interest on delayed payment of income tax and interest on delayed payment of statutory dues of ₹
30.32 lakhs and ₹ 27.28 lakhs respectively, and other borrowing costs of ₹ 203.52 lakhs. Other borrowing costs primarily
comprise of Bank guarantee charges, processing fees and stamp duty expenses in relation to bank guarantees and
borrowings.
Depreciation and Amortisation Expenses
Depreciation and amortisation expense for the nine-months period ended December 31, 2025 amounted to ₹ 149.68
lakhs, representing 0.54% of our total income. The expense relates to depreciation on property, plant and equipment and
Investment property during the period.
Other Expenses
Other expenses for the nine-months period ended December 31, 2025 amounted to ₹ 460.08 lakhs, representing 1.66%
of our total income, and primarily comprised Power & fuel expenses amounting to ₹ 91.26 lakhs, Rates & taxes were ₹
87.00 lakhs, Legal and professional fees were ₹ 40.68 lakhs, Selling, marketing & business promotion expenses stood at
₹ 9.79 lakhs, Repairs and Maintenance of PPE and others amounting to ₹ 35.95 lakhs. Travelling and conveyance expense
were ₹ 18.53 lakhs, Communication expense amounted to ₹ 4.64 lakhs, Printing, stationery, courier & postage expense
were ₹ 12.93 lakhs, Donation stood at ₹ 12.06 lakhs, Expenditure on Corporate Social Responsibility (CSR) activities
amounted to ₹ 24.64 lakhs, Allowances for expected credit loss were ₹ 40.53 lakhs, payments to auditors amounted to
₹ 5.85 lakhs, Directors' sitting fees were ₹ 2.25 lakhs and Miscellaneous expenses stood at ₹ 73.98 lakhs.
Profit before Tax (PBT)
Profit before tax for the nine-months period ended December 31, 2025 amounted to ₹ 2,936.37 lakhs, representing a
profit before tax margin of 10.62% of total income.
Tax Expenses
Total tax expenses for the nine-months period ended December 31, 2025 amounted to ₹ 599.57 lakhs, representing 2.17%
of total income. The tax expense primarily comprised current tax of ₹ 672.02 lakhs, Tax for earlier period ₹ (1.25) lakhs
and deferred tax of ₹ (71.20) lakhs, in line with profits earned during the period.
Profit after Tax (PAT)
As a result of the foregoing, profit after tax for the nine-months period ended December 31, 2025 amounted to ₹ 2,336.80
lakhs, representing a PAT margin of 8.45% of total income.
Fiscal 2025 Compared to Fiscal 2024
Total Income
Total income increased substantially by 52.74% from ₹ 18,439.45 lakhs for Fiscal 2024 to ₹ 28,164.77 lakhs for Fiscal
2025 due to significant increases in revenue from operations.
Revenue from operations
401Revenue from operations increased by 52.90% from ₹ 18,276.16 lakhs for Fiscal 2024 to ₹ 27,943.51 lakhs for Fiscal
2025, primarily due to increases in income from revenue from underground cable projects and revenue from operation
and maintenance. Revenue from underground cable projects increased by 152.73% in Fiscal 2025 as compared to Fiscal
2024, while, revenue from substation EPC Projects increased by 71.75 % in the same period. Detailed bifurcation of each
vertical is as set forth below:
Increase/
Fiscal 2025 Fiscal 2024
Revenue from operations decrease
(in ₹ Lakhs) (in %)
Transmission line project 14,465.63 10,727.20 34.85
Substation EPC project 2,324.76 1,353.61 71.75
Under ground cabling projects 7,955.63 3,147.91 152.73
Operation and maintenance 3,129.62 2,986.57 4.79
Other operating revenue* 67.87 60.87 11.50
Total 27,943.51 18,276.16 52.90
*Other operating revenue consists of revenue from the sale of scrap material
The growth in revenue from underground cabling is primarily attributable to the receipt of integrated EPC projects under
this segment. Until Fiscal 2024, the Company was executing underground cable laying projects for only two customers.
Leveraging the credentials and experience gained from these projects, the Company enhanced its focus on this segment
in Fiscal 2025, leading to the award of higher-value projects in Fiscal 2024, which were subsequently executed in Fiscal
2025. In addition, revenue from substation EPC Projects increased by 71.75%, rising from ₹1,353.61 lakhs in Fiscal 2024
to ₹ 2,324.76 lakhs in Fiscal 2025. This growth was primarily driven by the receipt and execution of higher-value new
projects during the year.
This diversification enabled us to secure and execute several significant orders during Fiscal 2025, including a ₹7,669.49
lakhs (excluding GST) project from UGVCL for conversion of an 11 kV overhead distribution network into an
underground cable network and a ₹3,803.94 lakhs (excluding GST) project from Gujarat Energy Transmission
Corporation Limited for supply, installation, testing and commissioning of 220 kV and 66 kV substations along with
associated civil works, which materially contributed to the increase in revenue from operations during the year.
Other Income:
Other income increased by 35.50% from ₹163.29 lakhs for Fiscal 2024 to ₹ 221.26 lakhs for Fiscal 2025, primarily due
to: (i) a 15.09% increase in interest income on fixed deposit from ₹141.05 lakhs for Fiscal 2024 to ₹ 162.34 lakhs for
Fiscal 2025, (ii) a 406.09% increase in profit on sale of PPE from ₹1.15 lakhs for Fiscal 2024 to ₹5.82 lakhs for Fiscal
2025, (iii) a 2.28% increase in rental income from ₹16.23 lakhs for Fiscal 2024 to ₹16.60 lakhs for Fiscal 2025 and (iv)
a 1,130.00% increase in miscellaneous income from ₹2.80 lakhs for Fiscal 2024 to ₹34.44 lakhs for Fiscal 2025.
Total Expenditure:
Our total expenses increased by 43.53% from ₹ 17,486.21 lakhs for Fiscal 2024 to ₹ 25,097.46 lakhs for Fiscal 2025.
The reasons for change are discussed below:
Cost of Material Consumed
Cost of Material consumed of the Company increased by 82.74% from ₹ 6,769.07 lakhs for Fiscal 2024 to ₹ 12,369.54
lakhs for Fiscal 2025. Cost of material consumed as a percentage of total income has increased from 36.71% for Fiscal
2024 to 43.92% of total income for Fiscal 2025. Our cost of material is calculated as purchase made during the year for
material, stores, spares and tools consumed (purchase) along with opening stock at the commencement of financial year
and after deducting closing stock at the end of the financial year.
Our opening stock for the Fiscal 2025 was ₹ 194.79 lakhs as compared to ₹ 266.95 lakhs in Fiscal 2024. Our total purchase
of material, stores, spares and tools consumed (purchase) during Fiscal 2025 was ₹ 12,921.91 lakhs as compared to ₹
6,696.91 lakhs in Fiscal 2024, showing increase of 92.95%. While, our closing stock for the Fiscal 2024 was ₹ 194.79
lakhs, it was increased to ₹ 747.16 lakhs in Fiscal 2025.
Project Related Expenses
Our total Project related expenses increased by 22.54%, from ₹ 6,980.74 lakhs in Fiscal 2024 to ₹ 8,553.97 lakhs in Fiscal
2025. However, as a proportion of total income, these expenses declined from 37.86% in Fiscal 2024 to 30.37% in Fiscal
2025. Additionally, the primary reason for such decline is due to decrease in Right of way and crop compensation
402expenses, from ₹ 2,638.23 lakhs in Fiscal 2024 to ₹1,250.27 lakhs in Fiscal 2025. These expenses represented 14.31%
of total income in Fiscal 2024, compared to only 4.44% in Fiscal 2025.
For laying electricity transmission lines, our company erects towers at stipulated intervals and conductors are strung on
these towers maintaining a safe height depending on the voltage and other geographical parameters. The tower base area
and corridor of land underneath the strung conductors between two towers forms Row. In certain projects, scope of work
of our company includes expenses in relation to Right of Way and crop compensation, that we are required to pay to
respective person from whom such right is being acquired.
Employee Benefit Expenses
Our employee benefit expenses increased by 9.52% from ₹ 2,859.96 lakhs for Fiscal 2024 to ₹ 3,132.15 lakhs for Fiscal
2025, primarily due to an increase in full time employee headcount to 1,266 as at March 31, 2025 from 1,185 as at March
31, 2024 together with the annual wage increase resulting in an increase in salaries and annual wage increases.
Finance Costs
Our finance costs increased by 14.51% from ₹ 524.40 lakhs in Fiscal 2024 to ₹ 600.49 lakhs in Fiscal 2025. The increase
was primarily on account of interest expenses and other borrowing, which rose to ₹ 515.58 lakhs in Fiscal 2025 as
compared to ₹ 486.91 lakhs in Fiscal 2024. Other borrowing cost increased primarily due to increase of Bank charges &
Bank commission and processing fees by 10.68% from ₹168.75 lakhs in Fiscal 2025 from ₹152.46 lakhs in Fiscal 2024.
Depreciation and Amortisation Expense
Our depreciation and amortization charge decreased by 9.99% from ₹132.28 lakhs for Fiscal 2024 to ₹119.06 lakhs for
Fiscal 2025. Decrease in depreciation and amortisation expense is mainly on account of lower additions of new assets
and written down value method of depreciation.
Other Expenses
Our other expenses increased by 46.64% from ₹219.76 lakhs for Fiscal 2024 to ₹322.25 lakhs for Fiscal 2025. Our total
other expenses represented 1.14% of total income for Fiscal 2025 and 1.19% of total income for Fiscal 2024. The primary
reason for increase in other expenses is attributable to:
(i) Increase of 680.71% in allowances for expected credit loss from ₹ 8.71 lakhs in Fiscal 2024 to ₹ 68.00 lakhs in
Fiscal 2025.
(ii) Increase of 143.46% in legal and professional fees from ₹ 7.64 lakhs in Fiscal 2024 to ₹ 18.60 lakhs in Fiscal 2025.
(iii) Increase of 24.63% in repair and maintenance expenses from ₹ 29.96 lakhs in Fiscal 2024 to ₹ 37.34 lakhs in Fiscal
2025.
Profit before Tax (PBT)
As a result of the factors outlined above, our profit before taxes increased by 221.78% from ₹ 953.24 lakhs for Fiscal
2024 to ₹ 3,067.31 lakhs for Fiscal 2025. Profit before tax as a percentage of total income increased from 5.17% in Fiscal
2024 to 10.89% in Fiscal 2023.
Tax Expenses
Tax expense was ₹ 858.83 lakhs and ₹ 212.00 lakhs for the Fiscal 2025 and Fiscal 2024, respectively showing increase
of 305.11%. Increase in tax expenses was primarily attributable to overall increase in Revenue from Operations and profit
before tax.
Profit after Tax (PAT)
Due to the factors discussed above, our profit for the year increased by 197.94% from ₹ 741.24 lakhs for Fiscal 2024 to
₹ 2,208.48 lakhs for Fiscal 2025. Profit after tax as a percentage of total income increased from 4.02% in Fiscal 2024 to
7.84% in Fiscal 2025. The improvement in net profit margin in Fiscal 2025 was primarily driven by lower Right of way
and crop compensation expenses, which declined to ₹1,250.27 lakhs (4.44% of total income) in Fiscal 2025 as compared
to ₹2,638.23 lakhs (14.31% of total income) in Fiscal 2024. We have been awarded new specialized EPC projects in
403transmission lines and underground cables, which typically carry higher margins. Consequently, these projects have
contributed to an improvement in our overall profit margin.
Fiscal 2024 Compared to Fiscal 2023
Total Income
Total income increased substantially by 51.51% from ₹12,170.73 lakhs for Fiscal 2023 to ₹18,439.45 lakhs for Fiscal
2024 due to significant increases in revenue from operations.
Revenue from operations
Revenue from operations increased by 52.00% from ₹ 12,023.63 lakhs for Fiscal 2023 to ₹ 18,276.16 lakhs for Fiscal
2024, primarily due to increases in revenue from transmission lines EPC projects and revenue from operation and
maintenance. This increase was partially offset by a decrease in income from revenue from substation EPC projects as
set forth below:
Fiscal 2024 Fiscal 2023 Increase/ decrease
Revenue from operations
(in ₹ Lakhs) (in %)
Transmission lines EPC projects 10,727.20 7,272.00 47.51
Substation EPC projects 1,353.61 1,394.27 (2.92)
Underground cabiling projects 3,147.91 1,281.60 145.62
Operation and maintenance 2,986.57 2,069.41 44.32
Other operating revenue* 60.87 6.35 858.58
Total 18,276.16 12,023.63 52.00
* Other operating revenue consists of revenue from the sale of scrap material
The increase in revenue from transmission lines EPC projects is primarily attributable to the execution of high-value
projects during Fiscal 2024, resulting in revenue growth from ₹7,272.00 lakhs in Fiscal 2023 to ₹10,727.20 lakhs in
Fiscal 2024.
The primary reason for increase in revenue from underground cable projects is on account of receipt of integrated EPC
projects under the same segment. Prior to Fiscal 2024, our company was providing services of underground cabling for
only 2 customers. On the basis of the credentials and experience of such prior projects, our company increased its focus
on underground cabling in Fiscal 2024, which resulted in increase in order value and number of customers to 4 customers.
Other Income:
Other income increased by 11.01% from ₹147.10 lakhs for Fiscal 2023 to ₹ 163.29 lakhs for Fiscal 2024, primarily due
to 21.74% increase in interest income on fixed deposit from ₹115.86 lakhs for Fiscal 2023 to ₹ 141.05 lakhs for Fiscal
2024.
Total Expenditure:
Our total expenses increased by 53.35% from ₹ 11,402.93 lakhs for Fiscal 2023 to ₹ 17,486.21 lakhs for Fiscal 2024.
The reasons for change are discussed below:
Cost of Material Consumed
Cost of material consumed of the Company increased by 66.96% from ₹ 4,054.40 lakhs for Fiscal 2023 to ₹ 6,769.07
lakhs for Fiscal 2024. Cost of material consumed as a percentage of total income has increased from 33.31% for Fiscal
2023 to 36.71% for Fiscal 2024. Our cost of material is calculated as purchase made during the year for material, stores,
spares and tools consumed (purchase) along with opening stock at the commencement of financial year and after
deducting Closing stock at the end of the financial year.
Our opening stock for the Fiscal 2024 was ₹ 266.95 lakhs as compared to ₹ 295.36 lakhs in Fiscal 2023. Our total purchase
of material, stores, spares and tools consumed (purchase) during Fiscal 2024 was ₹ 6,696.91 lakhs as compared to ₹
4,025.99 lakhs in Fiscal 2023, showing increase of 66.34%. While, our closing stock for the Fiscal 2023 was ₹ 266.95
lakhs, it was decreased to ₹ 194.79 lakhs in Fiscal 2024.
404Project Related Expenses
Project related expenses increased by 52.46 %, from ₹ 4,578.68 lakhs in Fiscal 2023 to ₹ 6,980.74 lakhs in Fiscal 2024.
However, as a proportion of total income, remain consistent from 37.62% in Fiscal 2023 to 37.86% in Fiscal 2024.
Additionally, right of way and crop compensation expenses increased significantly by 302.67 %, from ₹655.18 lakhs in
Fiscal 2023 to ₹ 2,638.23 lakhs in Fiscal 2024. These expenses represented 14.31% of our total income in Fiscal 2024,
compared to only 5.38% in Fiscal 2023.
Employee Benefit Expenses
Our employee benefit expenses increased by 52.85% from ₹ 1,871.09 lakhs for Fiscal 2023 to ₹ 2,859.96 lakhs for Fiscal
2024, primarily due to an increase in full time employee headcount to 1,185 as at March 31, 2024 from 958 as at March
31, 2023 together with the annual wage increase resulting in an increase in salaries and annual wage increases.
Finance Costs
Our finance costs increased by 19.13% from ₹ 440.19 lakhs in Fiscal 2023 to ₹ 524.40 lakhs in Fiscal 2024. The increase
was primarily on account of other borrowing cost, which rose to ₹ 158.42 lakhs in Fiscal 2024 as compared to ₹ 83.00
lakhs in Fiscal 2023. Other borrowing cost increased primarily due to increase of Bank charges & Bank commission and
processing fees by 86.58% from ₹81.71 lakhs in Fiscal 2023 from ₹152.46 lakhs in Fiscal 2024.
Depreciation and Amortisation Expense
Our depreciation and amortization charge increased by 0.17% from ₹132.05 lakhs for Fiscal 2023 to ₹132.28 lakhs for
Fiscal 2024.
Other Expenses
Our other expenses decreased by 32.70% from ₹326.52 lakhs for Fiscal 2023 to ₹219.76 lakhs for Fiscal 2024. Our total
other expenses represented 1.19% of total income for Fiscal 2024 and 2.68% of total income for Fiscal 2023. The primary
reason for decrease in other expenses is attributable to:
(i) Decrease of 86.05% in allowances for expected credit loss from ₹ 62.43 lakhs in Fiscal 2023 to ₹ 8.71 lakhs in
Fiscal 2024.
(ii) Decrease of 89.74% in donation expenses from ₹ 13.25 lakhs in Fiscal 2023 to ₹ 1.36 lakhs in Fiscal 2024.
(iii) Decrease of 20.87% in repair and maintenance expenses from ₹ 37.86 lakhs in Fiscal 2023 to ₹ 29.96 lakhs in Fiscal
2024.
Profit before Tax (PBT)
As a result of the factors explained above, our profit before taxes increased by 24.15% from ₹ 767.80 lakhs for Fiscal
2023 to ₹ 953.24 lakhs for Fiscal 2024. Profit before tax as a percentage of total income decreased from 6.31% in Fiscal
2023 to 5.17% in Fiscal 2023.
Tax Expenses
Tax expense was ₹212.00 lakhs and ₹144.08 lakhs for the Fiscal 2024 and Fiscal 2023 respectively showing increase of
47.14%. Increase in tax expenses was primarily attributable to overall increase in Revenue from Operations and profit
before tax.
Profit after Tax (PAT)
Due to the factors discussed above, our profit for the year increased by 18.84% from ₹ 623.72 lakhs for Fiscal 2023 to ₹
741.24 lakhs for Fiscal 2024. Profit after tax as a percentage of total income decreased from 5.12% in Fiscal 2023 to
4.02% in Fiscal 2024. The decline in net profit margin during Fiscal 2024 was primarily attributable to increased right of
way and crop compensation expenses, which increased to ₹2,638.23 lakhs (14.31% of total income) as compared to
₹655.18 lakhs in Fiscal 2023 (5.38% of total income).
405Selected Restated Statement of Assets and Liabilities
The table below sets forth the principal components of our total assets, equity and liabilities as at the periods indicated in
the table below:
(in ₹ lakhs)
As at
As at As at As at
Particulars December 31,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Total Non-current Assets 2,862.08 1,972.93 3,328.15 3,148.36
Total Current Assets 21,143.70 13,044.21 8,456.83 7,365.87
Total Assets 24,005.78 15,017.14 11,784.98 10,514.23
Total Equity 11,984.13 7,265.42 5,063.65 4,336.13
Total Non-current Liabilities 658.23 552.68 389.73 339.90
Total Current Liabilities 11,363.42 7,199.04 6,331.60 5,838.20
Total Liabilities 12,021.65 7,751.72 6,721.33 6,178.10
Total Equity and Liabilities 24,005.78 15,017.14 11,784.98 10,514.23
Our total non-current assets were ₹ 3,148.36 lakhs as at March 31, 2023, increasing by 5.71% to ₹ 3,328.15 lakhs as at
March 31, 2024 and further decreased by 40.72% to ₹ 1,972.93 lakhs as at March 31, 2025. The decrease in our non-
current assets was primarily due to decrease in other financial assets which includes decreased in deposit with bank and
deferred tax assets. Further for the nine months period ended December 31, 2025 total non-current assets increased by
45.07% to ₹ 2,862.08 lakhs due to increased in Bank deposit more than 12 months and addition of PPE.
Our total current assets were ₹ 7,365.87 lakhs as at March 31, 2023, increasing by 14.81% to ₹ 8,456.83 lakhs as at March
31, 2024 and further increased substantially by 54.24% to ₹ 13,044.21 lakhs as at March 31, 2025. The increase in our
total current assets was primarily due to increase in inventories, trade receivables, other financial assets and other current
assets. Further for the nine months period ended December 31, 2025 due to same reason other current assets increased
by 62.57% to ₹ 21,143.70 lakhs.
Our total equity was ₹ 4,336.13 lakhs as at March 31, 2023, increasing by 16.78% to ₹ 5,063.65 lakhs as at March 31,
2024 and further increasing by 43.48% to ₹ 7,265.42 lakhs as at March 31, 2025. The increase in total equity was primarily
due to increase in profit for the period / year as well as retained earnings. Further as at December 31, 2025 total equity
increased by 64.95% to ₹ 11,984.13 lakhs due to Increase in share capital via issuance of new equity shares on private
placement basis during the period and increase in profit for the period.
Our total non-current liabilities were ₹ 339.90 lakhs as at March 31, 2023, increasing by 14.66% to ₹ 389.73 lakhs as at
March 31, 2024 and further increasing by 41.81% to ₹ 552.68 lakhs as at March 31, 2025. This increase was primarily
due to increase in security deposit and provision for gratuity. Further for the nine months period ended December 31,
2025, our total non-current liabilities increased by 19.10% to ₹ 658.23 lakhs.
Our total current liabilities were ₹ 5,838.20 lakhs as at March 31, 2023, increasing by 8.45% to ₹ 6,331.60 lakhs as at
March 31, 2024 and further increasing by 13.70% to ₹ 7,199.04 lakhs as at March 31, 2025. The increase was primarily
due to trade payables, current tax liability and was partially offset by decreased in short-term borrowing and other current
liabilities. Further as at December 31, 2025 total current liability increased by 57.85% to ₹11,363.43 lakhs primalily due
to increased in trade payables and other current liabilities.
Liquidity and Capital Resources
We have historically financed the expansion of our business and operations primarily through debt financing, owned
funds and funds generated from our operations. From time to time, we may obtain loan facilities to finance our capital
expenditure and working capital requirements. Further, we believe that after taking into account the expected cash to be
generated from our business and operations, the Net Proceeds from the Offer and the proceeds from our existing bank
loans, we will have sufficient capital to meet our anticipated capital requirements for our working capital and capital
expenditure requirements. For more details, see “Objects of the Offer” on page 112.
Cashflows based on our Restated Financial Information
The following table sets forth certain information relating to our Company’s statement of cash flows for the periods
indicated below:
406(in ₹ lakhs)
For the
Nine For the For the For the
Months Year Year Year
Particulars Period ended ended ended
ended March 31, March 31, March 31,
December 2025 2024 2023
31, 2025
Net Cash flow from/(Used in) Operating Activities (A) (3,738.61) 1,244.61 353.08 1,005.40
Net Cash flow from/(Used in) Investing Activities (B) (155.13) 139.67 107.42 (80.22)
Net Cash flow from/(Used in) Financing Activities (C) 3,868.36 (1,332.86) (458.50) (916.48)
Net Increase/(Decrease) in cash & cash equivalents (25.38) 51.42 2.00 8.70
Cash & Cash equivalent at the beginning of the year 68.58 17.16 15.16 6.46
Cash & Cash equivalent at the end of the year 43.20 68.58 17.16 15.16
Net cash flow (used in)/generated from operating activities
Nine months period ended December 31, 2025
Net cash used in operating activities was ₹ 3,738.61 lakhs for Fiscal 2025. Our operating profit before working capital
changes was ₹ 3,533.71 lakhs in the Nine-months period ended December 31, 2025, which was the result of profit before
tax of ₹ 2,936.37 lakhs primarily adjusted by depreciation and amortization of ₹ 149.68 lakhs, the interest income of ₹
(160.72) lakhs, allowance for expected credit loss of ₹ 40.53 lakhs, finance cost of ₹ 534.32 lakhs, Gratuity Expense of
₹ 51.72 lakhs, gain on sale of property, plant & equipment of ₹ 4.57 lakhs, and rent income of ₹ (13.62) lakhs. Our net
investment of working capital was ₹ 6,784.96 lakhs. Our movements in working capital primarily comprised of increase
in Inventories of ₹ 41.57 lakhs, trade receivable of ₹ 5,435.92 lakhs, Non-current / current financial and other assets of ₹
3,294.41 lakhs, and increase in trade payables of ₹ 813.05 lakhs, increase in Non-current / current financial and other
liabilities/provisions of ₹ 1,173.90 lakhs. Direct Tax paid during the year was ₹ 487.37 lakhs, which resulted in net cash
used in operations of ₹ 3,738.61 lakhs.
Fiscal 2025
Net cash flow generated from our operating activities was ₹ 1,244.61 lakhs for Fiscal 2025. Our operating profit before
working capital changes was ₹ 3,778.13 lakhs in Fiscal 2025, which was the result of profit before tax of ₹ 3,067.31 lakhs
primarily adjusted by depreciation and amortization of ₹ 119.06 lakhs, the interest income of ₹ (162.34) lakhs, allowance
for expected credit loss of ₹ 68.00 lakhs, finance cost of ₹ 600.49 lakhs, Gratuity Expense of ₹ 110.09 lakhs, gain on sale
of property, plant & equipment of ₹ 5.82 lakhs, Dividend Income of ₹ (2.06) lakhs and rent income of ₹ (16.60) lakhs.
Our net investment of working capital was ₹ 1,888.34 lakhs. Our movements in working capital primarily comprised of
increase in Inventories of ₹ 552.37 lakhs, trade receivable of ₹ 2,022.11 lakhs, other financial assets and other assets of
₹ 854.84 lakhs, and increase in trade payables of ₹ 1,610.14 lakhs, decreased in other financial liabilities and other
liabilities of ₹ 69.16 lakhs. Direct Tax paid during the year was ₹ 645.19 lakhs, which resulted in net cash generated from
operations of ₹ 1,244.61 lakhs.
Fiscal 2024
Net cash flow generated from our operating activities was ₹ 353.08 lakhs for Fiscal 2024. Our operating profit before
working capital changes was ₹ 1,512.68 lakhs in Fiscal 2024, which was the result of profit before tax of ₹ 953.24 lakhs
primarily adjusted by depreciation and amortization of ₹ 132.28 lakhs, the interest income of ₹ (141.05) lakhs, allowance
for expected credit loss of ₹ 8.71 lakhs, finance cost of ₹ 524.40 lakhs, Gratuity Expense of ₹ 54.54 lakhs, gain on sale
of property, plant & equipment of ₹ 1.15 lakhs, Dividend Income of ₹ (2.06) lakhs and rent income of ₹ (16.23) lakhs.
Our net investment of working capital was ₹ 893.84 lakhs. Our movements in working capital primarily comprised of
decreased in Inventories of ₹ 72.16 lakhs, increase in trade receivable of ₹ 1,207.42 lakhs, decrease in other financial
assets and other assets of ₹ 127.75 lakhs, and increase in trade payables of ₹ 368.56 lakhs, increase in other financial
liabilities and other liabilities of ₹ 0.61 lakhs. Direct Tax paid during the year was ₹ 265.75 lakhs, which resulted in net
cash generated from operations of ₹ 353.08 lakhs. The primary reason for decrease in operating cash flow in Fiscal 2024
as compared to the previous fiscal, was on account of changes in trade payables, which contributed to a cash inflow of
₹ 1,517.27 lakhs in Fiscal 2023 as compared to ₹ 368.56 lakhs in Fiscal 2024. Further, changes in other financial assets
and other assets also contributed to the reduction in operating cash outflows. Our other financial and other assets were
contributing in operating cash inflow by ₹ 2,120.79 lakhs in Fiscal 2023 but in Fiscal 2024, the same changes were
towards operating cash outflow by ₹ 127.75 lakhs, impacting our operating cash flows. Such other financial assets and
other assets consists of various components including prepaid expenses, advances to suppliers, contract assets and
407security deposits.
Fiscal 2023
Net cash flow from our operating activities was ₹ 1,005.40 lakhs for Fiscal 2023. Our operating profit before working
capital changes was ₹ 1,291.97 lakhs in Fiscal 2023, which was the result of profit before tax of ₹ 767.80 lakhs primarily
adjusted by depreciation and amortization of ₹ 132.05 lakhs, the interest income of ₹ (115.86) lakhs, allowance for
expected credit loss of ₹ 62.43 lakhs, finance cost of ₹ 440.19 lakhs, loss on sale of property, plant and equipment of
₹ 1.29 lakhs, Gratuity Expense of ₹ 22.33 lakhs, Dividend Income of ₹ (2.06) lakhs and rent income of ₹ (16.20) lakhs.
Our net inflow in working capital was ₹ 24.10 lakhs. Our movements in working capital primarily consisted of decreased
in Inventories of ₹ 28.41 lakhs, other financial assets and other assets of ₹ 2,120.79 lakhs and increased trade receivable
of ₹ 4,104.03 lakhs, and increase in trade payables of ₹ 1,517.27 lakhs, other financial liabilities and other liabilities of ₹
413.48 lakhs. Direct Tax paid during the year was ₹ 262.49 lakhs, which resulted in net cash generated from operations
of ₹ 1,005.40 lakhs.
Net cash flow generated from/(used in) investing activities
Nine months period ended December 31, 2025
Net cash used in investing activities was ₹ 155.13 lakhs for the nine-months period ended December 31, 2025, which
was primarily attributable to the purchase of property, plant & equipment of ₹ 354.31 lakhs, which was primarily offset
by proceeds from sale of property, plant & equipment of ₹ 63.40 lakhs and proceeds from interest and rent income of ₹
135.78 lakhs.
Fiscal 2025
Net cash generated from investing activities was ₹ 139.67 lakhs for Fiscal 2025, which was primarily attributable to the
purchase of property, plant & equipment of ₹ 48.60 lakhs, which was primarily offset by proceeds from sale of property,
plant & equipment of ₹ 7.27 lakhs and proceeds from interest, dividend and rent income of ₹ 181.00 lakhs.
Fiscal 2024
Net cash generated from investing activities was ₹ 107.42 lakhs for Fiscal 2024, which was primarily attributable to the
purchase of property, plant & equipment of ₹ 55.02 lakhs, sales of investment of ₹ 0.25 lakhs which was primarily offset
by proceeds from sale of property, plant & equipment of ₹ 2.85 lakhs and proceeds from interest, dividend and rent
income of ₹ 159.34 lakhs.
Fiscal 2023
Net cash used in investing activities was ₹ 80.22 lakhs for Fiscal 2023, which was primarily attributable to the purchase
of property, plant & equipment of ₹ 222.91 lakhs, and purchase of investment of ₹ 6.74 lakhs, which was primarily offset
by proceeds from sale of property, plant & equipment of ₹ 15.31 lakhs and proceeds from interest, dividend and rent
income of ₹ 134.12 lakhs.
Net cash flow (used in) financing activities
Nine months period ended December 31, 2025
Net cash generated from financing activities was ₹ 3,868.36 lakhs for the nine-months ended December 31,2025,
primarily attributable to proceeds from long-term borrowing of ₹ 216.54 lakhs, proceeds from short-term borrowing of ₹
1,739.76 lakhs, proceeds from issue of equity shares of ₹ 2,401.20 lakhs, and offset by Share issue costs of ₹ 25.73 lakhs
and finance cost of ₹ 463.41 lakhs.
Fiscal 2025
Net cash used in financing activities was ₹ 1,332.86 lakhs for Fiscal 2025, mainly consisting re-payment long-term
borrowing of ₹ 41.52 lakhs, re-payment of short-term borrowing of ₹ 690.84 lakhs and finance cost of ₹ 600.49 lakhs.
Fiscal 2024
Net cash used in financing activities was ₹ 458.50 lakhs for Fiscal 2024, mainly consisting re-payment of long-term
borrowing of ₹ 21.71 lakhs and proceed from short-term borrowing of ₹ 87.62 lakhs, and finance cost of ₹ 524.40 lakhs.
408Fiscal 2023
Net cash used in financing activities was ₹ 916.48 lakhs for Fiscal 2023, mainly consisting re-payment of long-term
borrowing of ₹ 901.96 lakhs and proceed from short-term borrowing of ₹ 425.67 lakhs, and finance cost of ₹ 440.19
lakhs.
Financial Indebtedness
The following table sets forth our secured and unsecured debt position for the Fiscals and period indicated:
(in ₹ lakhs)
As at
As at As at As at
Particulars December 31,
March 31, 2025 March 31, 2024 March 31, 2023
2025
Non-current borrowings 277.37 104.05 145.57 167.28
Current borrowings (including current
3,569.38 1,786.41 2,477.25 2,389.63
maturity of Non-current borrowing)
Total borrowings 3,846.75 1,890.46 2,622.82 2,556.91
For more information, see “Financial Indebtedness” on page 374.
Contractual Obligation
The table below sets forth our contractual obligations as at December 31, 2025 as per the Restated Financial Information.
These obligations primarily relate to our contractual maturities of financial liabilities such as trade payables, other
financial liabilities.
(in ₹ lakhs)
Less than 1 More than 5
Particulars Total 1 years to 5 years
years years
Borrowing 3,846.75 3,569.38 277.37 -
Trade Payables 5,356.23 5,356.23 - -
Other financial liabilities 674.46 567.24 107.22 -
Contingent Liabilities
The following is summary table of our contingent liabilities for the Fiscals and period indicated as per the Restated
Financial Information:
(in ₹ lakhs)
As at As at As at As at
Particulars December 31, March 31, March 31, March 31,
2025 2025 2024 2023
Contingent Liabilities
Claim against the Company not acknowledged as debt
- Demands raised/ show cause notices issued
57.29 57.29 34.80 22.27
#
relating to Income Tax
- Demands raised/ show cause notices issued
110.89 110.89 92.43 92.43
#
relating to GST
Total 168.18 168.18 127.23 114.70
Contingent Liabilities as a percentage of Net
1.40 2.31 2.51 2.65
Worth (in %)
#Future cash outflows in respect of above matters are determinable only on receipt of judgements / decisions pending at various
forums / authorities. The management, based on their assessment, does not expect these claims to succeed and accordingly, no
provision has been recognised in the financial statements.
See “Restated Financial Information – Notes forming part of the Restated Financial Information – Note 28: Contingent
liabilities and capital commitment not provided for” on page 349.
409Capital expenditure
The following table sets forth the historical capital expenditures which were, and we expect our future capital
expenditures to be, primarily for the purchase of plant and equipment, intangible assets. Capital expenditure is calculated
as a total on net additions made towards property, plant and equipment and intangible assets as per our Restated Financial
Information for the Fiscals and period indicated:
Nine months
period ended
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
December 31,
2025
Additions to property, plant and equipment (A) 365.08 21.32 43.21 151.73
Additions to intangible assets (B) - - - 0.11
Total (A+B) 365.08 21.32 43.21 151.84
For further details of our Capital Expenditure, see “Restated Financial Statement– Note 2 – Property, plant and equipment,
Investment Property, Other Intangible assets on pages 330.
We intend to utilize a portion of the Net Proceeds towards capital expenditure. See “Objects of the Offer” on page 112.
The total estimated cost of purchase of machineries is ₹ 1,120.94, entire of which is proposed to be deployed from the
Net Proceeds.
Changes in Accounting Policies
There have been no changes in our accounting policies in the nine months period ended December 31, 2025 and Fiscals
2025, 2024 and 2023.
Auditor’s Observations
Our Statutory Auditors have not included any qualifications, reservations or adverse remarks in the Restated Financial
Information.
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.
The Company has exposure to the following risks arising from financial instruments:
- Market risk;
- Credit risk; and
- Liquidity risk
Market Risk
Market risk is the risk of loss of future earnings, fair values or future cash flows that may result from a change in the
price of a financial instrument. The value of a financial instrument may change as a result of changes in the interest rates,
foreign currency exchange rates, equity prices and other market changes that affect market risk sensitive instruments.
Market risk is attributable to all market risk sensitive financial instruments including investments and deposits,
receivables, payables and borrowings.
a. Interest Rate Risk
Interest rate risk is the risk that fair value or future cash flows of a financial instrument will fluctuate because of changes
in market interest rates. In order to optimize the Company's position with regards to the interest income and interest
expenses and to manage the interest rate risk, treasury performs a comprehensive corporate interest rate risk management
by balancing the proportion of fixed rate and floating rate financial instruments in it total portfolio.
410b. Foreign Currency risk
Currency risk is not material, as the company's primary business activities are within India and does not have significant
exposure in foreign currency.
c. Commodity Price risk
Commodity price risk for the company is mainly related to fluctuations in Steel, iron, and other raw material prices linked
to various external factors, which can affect the cost of the Company. Since the raw material costs is one of the primary
cost drivers, any adverse fluctuation in prices can lead to drop in operating margin. In case of Govt contracts, price
escalation is allowed for majority of commodities but in case of private contracts, to manage this risk, the Company
identifying various factors. The Company is procuring materials at spot prices. Additionally, whenever there is a benefit
of economic of sales processes and policies related to such risks are reviewed and controlled by senior management and
also requirements are being monitored by the procurement team.
Credit Risk
Credit risk arises when a customer or counterparty does not meet its obligations under a financial instrument or customer
contract, leading to a financial loss. The Company is exposed to credit risk from its operating activities (primarily trade
receivables) and from its financing / investing activities, including deposits with banks. The Company has no significant
concentration of credit risk with any counterparty.
Bank deposits are placed with reputed banks / financial institutions. Other financial assets include deposits receivable,
interest accrued on deposits and other receivables. These receivables are monitored on a periodic basis for assessing any
significant risk of non-recoverability of dues and provision is created accordingly.
Trade receivables are typically unsecured. Credit risk on trade receivables is limited as the Company’s customer base
substantially includes government promoted undertakings and public sector undertakings. Also, generally the company
does not enter into sales transaction with customers having credit loss history. In addition, trade receivable balances are
monitored on an on-going basis with the result that the Company's exposure to bad debts is not significant. The portion
of the payments retained by the customer until final contract settlement is not considered a significant financing
component since it is usually intended to provide customer with a form of security for Company’s remaining performance
as specified under the contract, which is consistent with the industry practice. The Company does not require collateral
in respect of its trade receivables. An impairment analysis is performed at each reporting date using a provision matrix
to measure ECL. The provision rates are based on days past due. The calculation reflects the probability-weighted
outcome, the time value of money and reasonable and supportable information that is available at the reporting date about
past events, current conditions and forecasts of future economic conditions, if any. In case of disputed trade receivables,
the Company performs individual credit risk assessment and creates expected credit loss allowance (ECL) based on
internal assessment for such cases.
a. Trade Receivables
The Company’s exposure to credit risk is influenced mainly by the individual characteristics of each customer. However,
management also considers the factors that may influence the credit risk of its customer base, including the default risk
of the industry.
Trade receivables are consisting of a large number of customers. The Management has established a credit policy under
which each new customer is analysed individually for creditworthiness before the Company’s standard payment and
delivery terms and conditions are offered. The Company’s review includes market check, industry feedback, past
financials and external ratings, if they are available. Sale limits are established for each customer and reviewed
periodically.
The Company establishes an allowance for impairment that represents its expected credit losses in respect of trade and
other receivables. The management uses a simplified approach for the purpose of computation of expected credit loss for
trade receivables. The Company’s receivables can be classified into two categories, one is from the customers/ dealers in
the market and second one is from the Government of India/State. As far as receivables from the Government are
concerned, credit risk is Nil.
In monitoring customer credit risk, customers are reviewed according to their credit characteristics, including whether
they are an individual or a legal entity, their geographic location, industry and existence of previous financial difficulties.
The ageing analysis of the receivables has been considered from the date the invoice falls due.
411b. Cash and bank balances
Credit Risk on cash and cash equivalent, deposits with the banks is generally low as the said deposits have been made
with the banks who have been assigned high credit rating by international and domestic rating agencies.
c. Others
Other than trade receivables and others reported above, the Company has no other material financial assets which carries
any significant credit risk.
Liquidity Risk
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial
liabilities that are set led by delivering cash or another financial asset. The Company’s approach to managing liquidity is
to ensure, as far as possible, that it will have sufficient liquidity to meet its liabilities when they are fallen due, under both
normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company’s reputation.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of
funding through an adequate amount of committed credit facilities to meet obligations when due and to close out market
positions. Due to the dynamic nature of the underlying businesses, company treasury maintains flexibility in funding by
maintaining availability under committed credit lines.
Management monitors rolling forecasts of the Company’s liquidity position (comprising the undrawn borrowing
facilities) and cash and cash equivalents on the basis of expected future cash flows. This is generally carried out in
accordance with practice and limits set by the Company. These limits vary by location to take into account requirement,
future cash flow and the liquidity in which the entity operates. In addition, the Company’s liquidity management strategy
involves projecting cash flows in major currencies and considering the level of liquid assets necessary to meet these,
monitoring balance sheet liquidity ratios against internal and external regulatory requirements and maintaining debt
financing plans.
Related Party Transactions
We have, in the course of their business and operations, entered into transactions with related parties, such as rent paid,
labour purchase, credit note, loan taken and repayment thereof, renumeration to KMPs, directors, and relatives, salary
paid. For further information see “Restated Financial Statement – Note - 30 - Related Party Disclosures” on page 351
of this Prospectus.
Significant Economic Changes
Other than as described above, to the best of the knowledge of our management, there are no other significant economic
changes that materially affect or are likely to affect income from continuing operations. For further details, please see
“Our Business - Overview” and “Risk Factors” on pages 239 and 22, respectively.
Off-Balance Sheet Items
We do not have any other off-balance sheet arrangements, derivative instruments or other relationships with any entity
that have been established for the purposes of facilitating off-balance sheet arrangements.
Effect Of Inflation
We are affected by inflation as it has an impact on the material cost, wages, etc. in line with changing inflation rates; we
rework our margins so as to absorb the inflationary impact.
Material Frauds
There are no material frauds, as reported by our Statutory Auditor, committed against our Company in the nine months
period ended December 31, 2025 and the last three Fiscals.
Unusual or Infrequent Events of Transactions
Except as described in this Prospectus, there have been no other events or transactions that, to our knowledge, may be
described as “unusual” or “infrequent”.
412Known Trends or Uncertainties
Our business has been affected and we expect will continue to be affected by the trends identified above in the heading
titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on page 377 and the
uncertainties described in the section titled “Risk Factors” beginning on page 22 of this Prospectus. To our knowledge,
except as described or anticipated in this Prospectus, there are no known factors which we expect will have a material
adverse impact on our revenues or income from continuing operations.
Future Relationship between Cost and Income
Other than as described above and in “Our Business” and “Risk Factors” on pages 239 and 22, respectively, to the
knowledge of our management, there are no known factors that might affect the future relationship between costs and
revenues.
New Products or Business Segments
Other than as disclosed in this section and in “Our Business” and “Object of the Offer” on page 239 and 112,
respectively, as on the date of this Prospectus, there are no new products or business segments that have had or are
expected to have a material impact on our business prospects, results of operations or financial condition.
Extent to which Material Increases in Net Sales or Revenue are due to Increased Sales Volume, Introduction of
New Products or Services or Increased Sales Prices
Changes in revenue in the last three Financial Years are as described in “- Fiscal 2025 compared with Fiscal 2024 –
Revenue from Operations” and “- Fiscal 2024 compared with Fiscal 2023 - Revenue from Operations” above on pages
401 and 404 respectively.
Seasonality
Our operating results may fluctuate from quarter-to-quarter due to seasonality, with a noticeable concentration of
activities toward the third and fourth quarters of the Financial Year. For further details, see “Risk Factors - Our operating
results may fluctuate from quarter-to-quarter due to seasonality, with a noticeable concentration of activities toward the
third and fourth quarters of the Financial Year” on page 36.
Significant dependence on a single or few suppliers or customers
A significant portion of our revenue is derived from a limited number of clients. or associated risks, see “Risk Factors -
We are dependent on our top ten customers who contribute to more than 97.65%, 95.68%, 97.66% and 96.76% of our
revenue from operations in for the nine months period ended December 31, 2025 and in Fiscals 2025, 2024 and 2023,
respectively and the loss of any of these customers or a significant reduction in purchases by any of them could adversely
affect our business, results of operations and financial condition.” on page 29.
The percentage of contribution of our Company’s customer vis-à-vis the total revenue from operations respectively for
the indicated Fiscals and period on restated basis is as follows:
Nine months period
ended December 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(in ₹ (in ₹ (in ₹ (in ₹
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
Revenue from
Operations
19,644.48 71.55 14,085.06 50.41 7,676.24 42.00 5,131.58 42.68
attributable to our
top customer
Revenue from
Operations
23,632.81 86.08 21,600.15 77.30 13,422.48 73.44 8326.55 69.25
attributable to our
top 3 customers
Revenue from 25,085.96 91.37 24,045.36 86.05 15,689.21 85.85 10,168.77 84.57
413Nine months period
ended December 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars % of % of % of % of
Amount Amount Amount Amount
revenue revenue revenue revenue
(in ₹ (in ₹ (in ₹ (in ₹
from from from from
lakhs) lakhs) lakhs) lakhs)
operation operation operation operation
Operations
attributable to our
top 5 customers
Revenue from
Operations
26,810.81 97.65 26,736.74 95.68 17,845.91 97.66 11,634.05 96.76
attributable to our
top 10 customers
The percentage of contribution of our Company’s supplier vis-à-vis the total purchase respectively for indicated Fiscals
and period on restated basis is as follows:
Nine months period
ended December 31, Fiscal 2025 Fiscal 2024 Fiscal 2023
2025
Particulars
Amount Amount Amount Amount % of
% of total % of total % of total
(in ₹ (in ₹ (in ₹ (in ₹ total
purchase purchase purchase
lakhs) lakhs) lakhs) lakhs) purchase
Materials 2,129.10 14.99 2,078.02 16.08 986.12 14.73 578.44 14.37
purchased from
our top supplier
Materials 4,956.15 34.89 4,903.68 37.95 2,145.17 32.04 1,441.48 35.80
purchased from
our top 3
suppliers
Materials 6,708.38 47.23 6,670.56 51.62 3,081.94 46.02 2,137.74 53.09
purchased from
our top 5
suppliers
Material 9,638.54 67.86 9,427.30 72.96 4,502.02 67.22 2,953.72 73.35
purchased from
our top 10
suppliers
Competitive Conditions
We expect to continue to compete with existing and potential competitors. For details, please refer to the discussions of
our competition in the sections “Risk Factors”, “Industry Overview” and “Our Business - Overview” on pages 22, 155,
and 239 respectively.
Significant Developments after December 31, 2025, that may affect our future results of operations
Except as set out in this Prospectus, to our knowledge, no circumstances have arisen since the date of the last financial
statements as disclosed in this Prospectus which materially or adversely affect or are likely to affect, our operations or
profitability, or the value of our assets or our ability to pay our material liabilities within the next 12 months.
414SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATIONS AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, there are no outstanding (i) criminal proceedings; (ii) actions taken by regulatory or
statutory authorities including notices issued by such authorities; (iii) claims related to direct and indirect taxes; and
(iv) any other outstanding litigation as determined to be material pursuant to the Materiality Policy in accordance with
the SEBI ICDR Regulations in each case involving our Company, its Promoters, and Directors (“Relevant Parties”).
Further, except as disclosed in this section, there are no disciplinary actions including penalties imposed by the SEBI or
the stock exchanges against the Promoters in the last five financial years including any outstanding action. Further, as
on the date of this Prospectus, there are no findings/observations of any inspections by SEBI or any other regulator
involving our Company which are material and which need to be disclosed or non-disclosure of which may have bearing
on the investment decision. Furthermore, except as disclosed in this section, as on the date of this Prospectus, there are
no outstanding (i) criminal proceedings (including matters which are at FIR stage whether cognizance has been taken
or not by any court or judicial authority) and (ii) actions (including all penalties and show cause notices) by statutory
and / or regulatory authorities involving our KMPs and SMPs.
There is no outstanding litigation involving our Group Company which would have a material impact on our Company.
Pursuant to the Materiality Policy adopted by our Board on September 30, 2025, for the purposes of (iv) above, any
pending litigation involving the Relevant Parties, has been considered ‘material’ and accordingly disclosed in this
Prospectus where:
(i) the monetary amount of claim / dispute to the extent quantifiable, in any such pending proceeding by or against any
Relevant Party is equivalent to or in excess of: a) two percent of turnover, for the most recent Financial Year based
on the Restated Financial Information; or b) two percent of net worth, as at the end of the most recent Financial
Year based on the Restated Financial Information; or (c) five percent of the average of absolute value of profit or
loss after tax, for the last three Financial Years based on the Restated Financial Information, whichever is lower.
Accordingly, the threshold for materiality for disclosure in this section is five percent of the average of absolute
value of profit or loss after tax, for the last three Financial Years based on the Restated Financial Information,
being ₹ 59.56 lakhs (the “Materiality Threshold”); or
(ii) where monetary liability is not quantifiable or does not exceed the Materiality Threshold mentioned in point (i)
above, the outcome of any such pending proceedings may have a material bearing on the business, operations,
performance, prospects, financial position, or reputation of our Company; or
(iii) any claim/dispute involving the Relevant Parties where the decision in one litigation is likely to affect the decision
in similar litigations, even though the amount involved in an individual litigation may not exceed the Materiality
Threshold.
Pre-litigation notices received by any of the Relevant Parties from third parties (excluding such notices issued by any
statutory/ regulatory/ governmental/ taxation authorities or notices threatening criminal action) shall, unless otherwise
decided by the Board, not be considered as litigation until such time that the Relevant Parties are impleaded as
defendants or respondents in litigation proceedings before any judicial forum. Additionally, FIRs (whether cognizance
has been taken or not) initiated against the Relevant Parties shall be disclosed.
Except as stated in this section, there are no outstanding material dues to creditors of our Company. Further in terms of
the Materiality Policy, a creditor shall be considered “material”, if the outstanding dues to such creditor is equal to or
exceeds 5% of total outstanding dues (trade payables) of our Company based on the Restated Financial Information.
Accordingly, any outstanding dues exceeding ₹ 267.81 lakhs, which is 5% of the total trade payables of our Company as
at December 31, 2025, have been considered as material outstanding dues for the purposes of disclosure in this section.
Further, for outstanding dues to any party which is a micro, small or medium enterprise (“MSME”), the disclosure will
be based on information available with our Company regarding the status of the creditor as defined under Micro, Small
and Medium Enterprises Development Act, 2006, as amended read with the rules and notifications thereunder.
I. Litigation involving our Company
A. Litigation filed against our Company
a. Criminal proceedings
Nil
415b. Outstanding actions by regulatory and statutory authorities
Nil
c. Material Civil Proceedings
Nil
B. Litigation filed by our Company
a. Criminal proceedings
Nil
b. Material civil proceedings
(i) Our Company had filed a Complaint dated July 20, 2023 vide Sr. No. A/6612/2023 before the Micro and Small
Enterprises Facilitation Council, Gandhinagar (“MSEFC”) under the provisions of the Micro, Small and Medium
Enterprises Development Act, 2006 (“MSMED Act”) against Chromeni Steels Private Limited (“Buyer”) in
respect of delayed payment of ₹ 181.17 lakhs, comprising principal sum of ₹ 104.92 lakhs and interest of ₹ 76.25
lakhs calculated in accordance with Section 16 of the MSMED Act at three times the bank rate notified by the
Reserve Bank of India. The claim pertains to the non-payment for supply, installation, testing and commissioning
of a 220 KV transmission line with AL 59 Zebra conductor and optical ground wire, supplied during the period
from May 14, 2018 to June 27, 2020, with payment terms of 45 days from the date of invoice. The Buyer, while
acknowledging the principal outstanding amount of ₹ 104.92 lakhs, did not provide reasons for the delay in payment.
The MSEFC vide notice dated May 16, 2025 directed our Company to complete offline procedural formalities
including submission of notarised and chartered accountant-certified annexures, supporting invoices, delivery
challans, purchase orders and financial statements. Subsequently, the Council issued a notice dated November 21,
2024 to the Buyer, directing it to respond within seven days with details of quantities purchased, payments made
and reasons for outstanding amounts, failing which the matter would proceed ex parte. Hearings before the MSEFC
were held on February 10, 2025 (268th hearing), July 18, 2025 (300th hearing) and November 27, 2025 (322nd
hearing) at the MSME Commissionerate, Gandhinagar, for conciliation/arbitration proceedings under the MSMED
Act read with the Arbitration and Conciliation Act, 1996, with mandatory attendance required by the
directors/proprietors or the duly authorised representatives of both parties. The matter is currently pending
adjudication before the MSEFC and no related court petitions have been filed.
C. Litigation/Matters involving Tax Liabilities
Amount involved
Nature of Case Number of Cases
(in ₹ lakhs)
Direct Tax 4 57.44
Indirect Tax 3 110.89
Total 7 168.33
Direct Tax Liabilities
Nil
Indirect Tax Liabilities
Nil
II. Litigation involving our Promoters
A. Litigation filed against our Promoters
a. Criminal proceedings
Nil
416b. Disciplinary actions including penalties imposed by SEBI or stock exchanges in the last five financial years
including outstanding actions
Nil
c. Outstanding actions by regulatory and statutory authorities
Nil
d. Material civil proceedings
Nil
B. Litigation filed by our Promoters
a. Criminal proceedings
Nil
b. Material civil proceedings
Nil
C. Tax proceedings involving our Promoters
Nil
III. Litigation involving our Key Managerial Personnel (other than our Directors)
a. Criminal proceedings against our Key Managerial Personnel
Nil
b. Criminal proceedings by our Key Managerial Personnel
Nil
c. Actions and proceedings initiated by statutory/regulatory authorities against our Key Managerial Personnel
Nil
IV. Litigation involving our Senior Management (other than our Directors)
a. Criminal proceedings against our Senior Management
Nil
b. Criminal proceedings by our Senior Management
Nil
c. Actions and proceedings initiated by statutory/regulatory authorities against our Senior Management
Nil
V. Outstanding dues to creditors
Our Board, in its meeting held on September 30, 2025 has considered and adopted the Materiality Policy. In terms
of the Materiality Policy, creditors of our Company on consolidated basis, to whom an amount exceeding ₹ 267.81
lakhs of our total trade payables as on the date of the latest Restated Financial Information was outstanding, were
considered ‘material’ creditors.
417As per the latest Restated Financial Information, our total trade payables as on December 31, 2025 were ₹ 5,356.23
lakhs and accordingly, creditors to whom outstanding dues exceed ₹ 267.81 lakhs have been considered as ‘material’
creditors for the purposes of disclosure in this Prospectus.
In accordance with the Materiality Policy, details of outstanding dues (trade payables) owed to micro, small and
medium enterprises (as defined under Section 2 of the Micro, Small and Medium Enterprises Development Act,
2006), material creditors and other creditors, as at December 31, 2025 are set out below:
(in ₹ lakhs)
Types of creditors Number of creditors Amount involved
Material creditors 3 2,332.67
Micro, Small and Medium Enterprises 84 1,425.36
Other creditors 151 1,598.20
Total 238 5,356.23
*As certified by O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors, vide their certificate dated April 04,
2026.
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 at www.ompowertransmission.com.
Material Developments
Other than as stated in the section entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations” on page 377, there have not arisen, since the date of the last financial information disclosed
in this Prospectus, any circumstances which materially and adversely affect, or are likely to affect, our operations,
our profitability taken as a whole or the value of our assets or our ability to pay our liabilities within the next 12
months from the date of the filing of this Prospectus.
418GOVERNMENT AND OTHER STATUTORY APPROVALS
Disclosed below is a list of material approvals, licenses and registrations obtained by our Company from the relevant
governmental, statutory and regulatory authorities, under various acts, regulations and rules, which are considered
material and necessary for the purpose of undertaking our business activities and operations (“Material Approvals”)
and except as disclosed herein, all consents, licenses, registrations, permissions and approvals have been obtained by
our Company. from the relevant governmental, statutory and regulatory authorities which are considered material and
necessary for the purpose of undertaking our business activities and operations of our Company.
In view of such approvals, licenses and registrations, our Company can undertake the Offer and its business activities,
as currently conducted, and disclosed in this Prospectus. In the event any of the approvals and licenses that are required
for our business operations expire in the ordinary course, we make applications for their renewal, in accordance with
applicable procedures and requirements, from time to time. Additionally, unless otherwise stated herein, these approvals
are valid as on the date of this Prospectus. For details in connection with the regulatory and legal framework within
which our Company operates, see “Key Regulations and Policies in India” on page 264.
For Offer-related approvals, see “Other Regulatory and Statutory Disclosures” on page 422. For details of risk
associated with not obtaining or delay in obtaining the requisite approvals, see “Risk Factors – We require various
statutory and regulatory permits and approvals in the ordinary course of our business, and our failure to obtain, renew
or maintain them in a timely manner may adversely affect our operations.” on page 48.
I. Approvals in relation to the Offer
For details of approvals and authorisations obtained by our Company in relation to the Offer, see ‘Other Regulatory
and Statutory Disclosures’ on page 422.
II. Approvals in relation to incorporation of our Company
1. Certificate of incorporation dated June 29, 2011 issued to our Company by the RoC in the name and style of ‘Om
Power Transmission Private Limited’, with Corporate Identity Number (CIN) ‘U45204GJ2011PTC066092’.
2. Fresh certificate of incorporation dated September 15, 2025 issued by the Registrar of Companies, Central
Processing Centre pursuant to conversion of our Company from ‘private limited company’ to a ‘public limited
company’, with Corporate Identity Number (CIN) ‘U45204GJ2011PLC066092’.
For details in relation to the incorporation of our Company, see ‘History and Certain Other Corporate Matters’ on
page 271.
III. Material Approvals in relation to our Company
A. Tax related Material Approvals
1. Permanent Account Number being AABCO5131C issued by Income Tax Department under the Income Tax Act,
1961 (“IT Act”). #
2. Tax Deduction and Collection Account Number being AHMO01037B issued by the Income Tax Department,
Government of India, under the IT Act. #
3. Legal Entity Identifier number issued by Legal Entity Identifier India Limited, which is valid until June 27 2026.
4. Good and Services Tax registration bearing no. 24AABCO5131C1Z3 issued by the Government of India under the
Gujarat Goods and Services Tax Act, 2017.#
5. Good and Services Tax registration bearing no. 08AABCO5131C1ZX issued by the Government of India under the
Rajasthan Goods and Services Tax Act, 2017.#
6. Professional Tax Registration Certificate issued under the provision of Gujarat State Tax on Professions, Trades,
Callings and Employments Act, 1976.#
7. Professional Tax Enrollment Certificate issued under the provision of Gujarat State Tax on Professions, Trades,
Callings and Employments Act, 1976.#
419#The abovementioned approvals are valid until cancelled.
B. Material Approvals in relation to the business and operations
We are required to obtain various approvals and licenses under various laws, rules and regulations in relation to our
projects. The approvals and licenses are required to be obtained at various stages of the projects.
The Material Approvals in connection with our projects are as follows:
1. Letters of award received from government organizations, public sector undertakings and other private entities
applicable for our operational, under-construction projects;
2. Certificate of Registration issued under Gujarat Shop and Establishments (Regulation of Employment and
Conditions of Service) Act, 2019 bearing no. PII/SOLG/20016459/0281313#.
3. Udyam Registration Certificate issued to the Company by the Ministry of Micro, Small and Medium
Enterprises bearing no. UDYAM-GJ-01-0027289#.
4. Approvals under Section 68(1) and 164 of the Electricity Act, 2003, as applicable.
5. Approvals obtained from the Gujarat Energy Transmission Corporation Limited (“GETCO”) for power line
crossings.
6. Registration as Contractor from the GETCO for Erection of Structure & Equipment, earthing, control cable
works and other associated works for substation up to 220kV class (AA Class), which is valid until April 23,
2026.
7. Registration as Contractor from the GETCO for Erection of transmission lines on H frame structures as well
as towers up to 400kV voltage class (Class AA), which is valid until August 08, 2028.
8. Registration from the GETCO for Laying, erection, testing, jointing and commissioning of underground power
cable up to 220kV voltage class (A Class), which is valid until January 18, 2029.
9. Vendor Registration for 66KV Operation & Maintenance Contractor from the GETCO, which is valid until
December 12, 2028.
10. Vendor Registration in Class - "D" for general civil engineering works except complicated pile foundation
works, which is valid until June 17, 2026.
11. License as Electrical Contractor from Energy and Petrochemicals Department, Government of Gujarat for
Electrical installation works in Gujarat State, which is valid until December 31, 2028.
#The abovementioned approvals are valid until cancelled.
The abovementioned approvals are in the erstwhile name of the Company i.e. Om Power Transmission Private
Limited. Our Company is in the process of applying for change in the name of the Material Approvals to the current
name of our Company i.e. OM Power Transmission Limited.
C. Labour related Material Approvals
1. Employee Provident Fund code issued under the Employees’ Provident Fund and Miscellaneous Provisions Act,
1952.
2. Employee State Insurance Code issued by the Employees’ State Insurance Corporation under Employee State
Insurance Act, 1948.
3. License under the provisions of the Contract Labour (Regulation and Abolition) Central Rules, 1971, as amended,
bearing license number L.C.6/CLRA/Licence/CLRA/GNR/2025/CLL/50, which is valid until June 06, 2026*.
4. Registrations under Building and other Construction Workers (Regulation of Employment and Conditions of
Service) Act, 1996*.
420#The abovementioned approvals are valid until cancelled.
*The abovementioned approvals are in the erstwhile name of the Company i.e. Om Power Transmission Private
Limited. Our Company is in the process of applying for change in the name of the Material Approvals to the current
name of our Company i.e. OM Power Transmission Limited.
D. Intellectual property related Material Approvals
For details in relation to our intellectual property, see “Our Business–Intellectual property” on page 260 and for
risks associated with our intellectual property, see “Risk Factors – Our inability to protect or use our intellectual
property rights may adversely affect our business. We may also unintentionally infringe upon the intellectual
property rights of others, any misappropriation of which could harm our competitive position.” on page 49.
E. Material quality certifications and accreditations
1. Certificate of registration issued by the Assurance Quality Certification LLC certifying compliance with the
requirements of the standard ISO 14001:2015 (Environmental Management Systems). The certificate is valid for
the scope of supply, erection, testing & commissioning of EHV transmission line & substation on turnkey basis,
operation and maintenance of sub - stations and underground cable lying works and is valid till January 15, 2027.
2. Certificate of registration issued by the Assurance Quality Certification LLC certifying compliance with the
requirements of the standard ISO 45001:2018 (Occupational Health & Safety Management Systems). The certificate
is valid for the scope of supply, erection, testing & commissioning of EHV Transmission line & substation on
turnkey basis, operation and maintenance of sub-stations and underground cable lying works and is valid till January
15, 2027.
3. Certificate of Registration issued by the Assurance Quality Certification LLC certifying compliance with the
requirements of the standard ISO 9001:2015 (Quality Management Systems). The certificate is valid for the scope
of supply, erection, testing & commissioning of EHV transmission line & substation on turnkey basis, operation
and maintenance of sub - stations and underground cable lying works, and is valid till January 15, 2027.
4. Registration with the Gujarat Energy Transmission Corporation Limited (“GETCO”) as a Class ‘AA’ Contractor
for line erection works dated August 18, 2025 and substation works dated October 25, 2023, which are valid until
August 07, 2028 and April 23, 2026, respectively.
IV. Material Approvals required and yet to be applied
Nil
V. Material Approvals which have expired for which renewal applications have been made
Nil
VI. Material Approvals which have expired and for which renewal applications are yet to be made
Nil
VII. Material Approvals that have been applied for but not yet received
1. Application filed under the Contract Labour (Regulation and Abolition) Central Rules, 1971, as amended before the
Labour Commissioner / Licensing Authority, Surendranagar vide Reference No. 2025-26/OPTL/400KV V-D Pkg-
3/2 dated February 13, 2026.
2. Applications filed under Building and other Construction Workers (Regulation of Employment and Conditions of
Service) Act, 1996.
421OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Offer
Corporate Approvals
1. Our Board of Directors has authorised the Offer by a resolution passed in their meeting held on September 16, 2025.
2. Our Shareholders have approved and authorised the Offer by way of a special resolution passed at their EGM held
on September 17, 2025.
3. Our Board has taken on record the consent and authorisation of the Promoter Selling Shareholders to participate in
the Offer for Sale pursuant to its resolution dated September 16, 2025.
4. The Draft Red Herring Prospectus was approved by our Board through its resolution in its meeting dated
September 30, 2025.
5. The Red Herring Prospectus was approved by our Board through its resolution in its meeting dated April 04, 2026.
6. The Abridged Prospectus was approved by our Board through its resolution in its meeting dated April 04, 2026.
7. This Prospectus was approved by our Board through its resolution in its meeting dated April 14, 2026.
Approvals from the Promoter Selling Shareholders
Each of the Promoter Selling Shareholders have, severally and not jointly, confirmed and consented to offer the following
as part of the Equity Shares pursuant to the Offer for Sale:
Name of the Promoter Selling Aggregate number of Equity Shares being offered in
Date of consent letter
Shareholders the Offer for Sale
Kalpesh Dhanjibhai Patel September 16, 2025 3,50,000* Equity Shares of face value of ₹ 10 each
aggregating up to ₹ 612.50* lakhs
September 16, 2025 3,50,000* Equity Shares of face value of ₹ 10 each
Kanubhai Patel
aggregating up to ₹ 612.50* lakhs
September 16, 2025 3,00,000* Equity Shares of face value of ₹ 10 each
Vasantkumar Narayanbhai Patel
aggregating up to ₹ 525.00* lakhs
*Subject to finalisation of Basis of Allotment.
Each of the Promoter Selling Shareholders specifically confirmed, severally and not jointly, that they were in compliance
with Regulation 8 of the SEBI ICDR Regulations and have held the Equity Shares forming part of the Offer for Sale for
a period of at least one year prior to the date of filing of the Draft Red Herring Prospectus with SEBI.
In-principle Listing Approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to letters
each dated January 22, 2026.
Prohibition by the SEBI or other Governmental Authorities
Our Company, our Promoters (including the Promoter Selling Shareholders), our Directors, the members of the Promoter
Group and the persons in control of our Company have not been prohibited from accessing the capital markets and have
not been debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any
securities market regulator in any jurisdiction or any other authority/court.
Our Company, Promoters (including the Promoter Selling Shareholders) and the Directors have neither been declared as
Wilful Defaulters or Fraudulent Borrowers by any bank or financial institution or consortium thereof in accordance with
the guidelines on wilful defaulters and fraudulent borrowers issued by the RBI.
Our Company, Promoters (including the Promoter Selling Shareholders) or Directors and the members of the Promoter
Group are not declared as ‘Fraudulent Borrowers’ by the lending banks or financial institution or consortium, in terms of
RBI master circular dated July 1, 2016 and the SEBI ICDR Regulations.
422Compliance with the Companies (Significant Beneficial Owners) Rules, 2018
Our Company, our Promoters (including the Promoter Selling Shareholders) and the members of the Promoter Group are
in compliance with the Companies (Significant Beneficial Owners) Rules, 2018, as amended, to the extent in force and
as applicable as on the date of this Prospectus.
Directors associated with the Securities Market
None of our Directors are, in any manner, associated with the securities market and there is no outstanding action initiated
by SEBI against any of our Directors in the five years preceding the date of this Prospectus.
Eligibility for the Offer
Our Company is eligible for the Offer in accordance with the eligibility criteria provided under Regulation 6(1) of the
SEBI ICDR Regulations, and is in compliance with the conditions specified therein in the following manner:
(a) Our Company has had net tangible assets of at least ₹ 300.00 lakhs, calculated on a restated basis, in each of the
preceding three full years (of 12 months each), of which not more than 50% are held in monetary assets;
(b) Our Company has an average operating profit of at least ₹ 1500.00 lakhs, calculated on a restated basis, during the
preceding three years (of 12 months each), with operating profit in each of these preceding three years;
(c) Our Company has a net worth of at least ₹ 100.00 lakhs in each of the preceding three full years (of 12 months
each), calculated on a restated basis; and
(d) Our Company has not changed its name in the year immediately preceding the date of this Prospectus except
conversion of the Company from ‘Om Power Transmission Private Limited’ to Om Power Transmission Limited’.
Our Company’s restated net tangible assets, monetary assets, monetary assets as a percentage of net tangible assets,
operating profit and net worth, derived from the Restated Financial Information included in this Prospectus, as at and for
the Fiscals 2025, 2024 and 2023 is set forth below:
(in ₹ lakhs, unless otherwise stated)
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Net tangible assets, as restated (1) 7,150.91 4,840.42 4,260.17
Monetary assets, as restated (2) 2,808.59 2,256.22 2,095.53
Monetary assets as a percentage of
39.28 46.61 49.19
Net tangible assets (in %), as restated
Operating Profit, as restated (3) 3,446.54 1,314.35 1,060.89
Net Worth, as restated (4) 7,265.40 5,063.62 4,336.13
(1) Net tangible assets’ means the sum of all net assets of the Company, excluding intangible assets as defined in Indian Accounting
Standard (Ind AS) 38, deferred tax assets and liabilities as defined in Ind AS 12 and right of use assets as defined in Ind AS 116 issued
by Institute of Chartered Accountants of India.
(2) Monetary assets’ is the aggregate of cash on hand and balance with banks (including other bank balances and committed bank
deposits included in other non-current financial assets).
(3) ‘Operating Profit’ means restated profit before tax excluding finance costs, other income and exceptional items;
(4) Net worth has been defined under Regulation 2(1)(hh) of the SEBI ICDR Regulations as the aggregate value of the paid -up share
capital and all reserves created out of the profits and securities premium account and debit or credit balance of profit and loss
account, after deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous expenditure not
written off, as per the audited balance sheet, but does not include reserves created out of revaluation of assets, write-back
of depreciation and amalgamation.
The average of operating profit for Fiscals 2025, 2024 and 2023 of our Company was ₹ 1,940.59 lakhs. For further details,
see “Other Financial Information” on page 369.
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.
Further, in accordance with Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number
of Allottees under the Offer shall be not less than 1,000, failing which, the entire application money will be refunded
forthwith.
423If our Company does not Allot Equity Shares pursuant to the Offer within three Working Days from the Bid/Offer Closing
Date or within such timeline as prescribed by the SEBI, it shall repay without interest all monies received from bidders,
failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delay period. For the
avoidance of doubt, subject to applicable law, a Promoter Selling Shareholder shall not be responsible to pay interest for
any such delay, except to the extent such delay is solely and directly attributable to an act or omission of such Promoter
Selling Shareholder.
Further, our Company confirms that it is not ineligible to make the Offer in terms of Regulation 5 of the SEBI ICDR
Regulations, to the extent applicable.
The status of compliance of our Company with the conditions as specified under Regulations 5 and 7(1) of the SEBI
ICDR Regulations are as follows:
a. Neither our Company nor the Promoters (including the Promoter Selling Shareholders), members of the Promoter
Group or the Directors are debarred from accessing the capital markets by the SEBI.
b. None of the Promoters or the Directors are promoters or directors of companies which are debarred from accessing
the capital markets by the SEBI.
c. None of the Promoters or the Directors has been declared a Fugitive Economic Offender (in accordance with Section
12 of the Fugitive Economic Offenders Act, 2018).
d. 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 on the date of this Prospectus.
e. There are no outstanding stock appreciation rights granted to employees pursuant to a stock appreciation right
scheme by our Company as on the date of this Prospectus;
f. None of our Company, our Promoters or Directors is a Wilful Defaulter or Fraudulent Borrower.
g. Our Company has entered into tripartite agreements dated June 27, 2025 and July 21, 2025 with CDSL and NSDL,
respectively, for dematerialization of the Equity Shares.
h. The Equity Shares of our Company held by the Promoters, Promoter Group, Directors, Key Managerial Personnel
Senior Management Personnel and employees are in the dematerialised form.
i. All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this
Prospectus;
j. There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR
Regulations through verifiable means towards 75% of the stated means of finance.
k. Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant
to their letters each dated January 22, 2026, respectively, and
l. Our Company has appointed BSE as the Designated Stock Exchange.
m. Each Promoter Selling Shareholder, severally and not jointly, confirms that it is in compliance with Regulation 8
of the SEBI ICDR Regulations.
DISCLAIMER CLAUSE OF THE 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 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 BRLM, BEELINE CAPITAL ADVISORS
PRIVATE LIMITED, HAS 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, AS AMENDED. THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE
424AN 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 THE DRAFT RED HERRING PROSPECTUS, AND EACH OF THE PROMOTER
SELLING SHAREHOLDERS ARE, SEVERALLY AND NOT JOINTLY, RESPONSIBLE ONLY FOR THE
STATEMENTS SPECIFICALLY CONFIRMED OR UNDERTAKEN BY THEM IN THE DRAFT RED
HERRING PROSPECTUS IN RELATION TO THEMSELVES OR THEIR RESPECTIVE PORTION OF THE
EQUITY SHARES FORMING PART OF THE OFFER FOR SALE. THE BRLM IS EXPECTED TO EXERCISE
DUE DILIGENCE TO ENSURE THAT THE COMPANY AND THE PROMOTER SELLING
SHAREHOLDERS DISCHARGES ITS RESPONSIBILITY ADEQUATELY IN THIS BEHALF AND
TOWARDS THIS PURPOSE, THE BRLM HAS FURNISHED TO SEBI, A DUE DILIGENCE CERTIFICATE
DATED SEPTEMBER 30, 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, AS AMENDED.
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 AND/OR OTHER CLEARANCES AS MAY BE
REQUIRED FOR THE PURPOSE OF THE OFFER. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP,
AT ANY POINT OF TIME, WITH THE BRLM, ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED
HERRING PROSPECTUS.
All legal requirements pertaining to the Offer had been complied with at the time of filing of the Red Herring Prospectus
with the Registrar of Companies in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining to
the Offer have been complied with at the time of filing of this Prospectus with the Registrar of Companies in termsof
Sections 26, 32, 33(1) and 33(2) of the Companies Act, 2013
Disclaimer from our Company, our Promoters (including the Promoter Selling Shareholders) our Directors and
the BRLM
Our Company, our Promoters (including the Promoter Selling Shareholders), our Directors, severally and not jointly, and
the BRLM accept no responsibility for statements made otherwise than in the Red Herring Prospectus and this Prospectus
or in the advertisements or any other material issued by or at our Company’s instance and anyone placing reliance on
any other source of information, including our Company’s website, www.ompowertransmission.com , or the respective
websites of the Promoter Group or any affiliate of our Company, as applicable, would be doing so at his or her own risk.
It is clarified that the Promoter Selling Shareholders, severally and not jointly ,accepts and/or undertake no responsibility
for any statements made or undertakings provided other than those specifically made or undertaken by such Promoter
Promoter Selling Shareholders in relation to themselves and/or the respective portion of the Equity Shares offered by
them through the Offer for Sale.
The BRLM accepts no responsibility, save to the limited extent as provided in the Offer Agreement and as has been
provided for in the Underwriting Agreement entered into among the Underwriters, and our Company.
All information was made available by our Company, each of the Promoter Selling Shareholders, severally and not jointly
(to the extent that the information pertain to its and its respective portions of the Equity Shares being offered for sale)
and the BRLM to the public and investors at large and no selective or additional information was made available for a
section of the investors in any manner whatsoever, including at road show presentations, in research or sales reports, at
Bidding Centres or elsewhere.
The Bidders were required to confirm and are deemed to have represented to our Company, the Promoter Selling
Shareholders, Underwriters and their respective directors, officers, agents, affiliates, and representatives, as
applicable that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the
Equity Shares and will not issue, sell, pledge, or transfer the Equity Shares to any person who is not eligible under any
applicable laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our Company, the
Promoter Selling Shareholders, severally and not jointly, the Underwriters and each of their respective directors, officers,
agents, affiliates, and representatives, as applicable, accept no responsibility or liability for advising any investor on
whether such investor is eligible to acquire the Equity Shares.
The BRLM and their respective associates and affiliates, in their capacity as principal or agents, may engage in
transactions with, and perform services for, our Company, each of the Promoter Selling Shareholders, severally and not
425jointly, our Group Company, and their respective directors and officers, partners, trustees, affiliates, associates or third
parties, as applicable 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, the Promoter Selling Shareholders, severally and
not jointly, and our Group Company, and each of their respective directors and officers, partners, trustees, affiliates,
associates or third parties, as applicable for which they have received, and may in the future receive, compensation
Disclaimer in respect of Jurisdiction
Any dispute arising out of the Offer will be subject to the jurisdiction of appropriate court(s) in Ahmedabad, India only.
The Offer was made in India to persons resident in India (including Indian nationals resident in India who are competent
to contract under the Indian Contract Act, 1872, HUFs, companies, other corporate bodies and societies registered under
the applicable laws in India and authorised to invest in shares, Mutual Funds registered with the SEBI, VCFs, AIFs, public
financial institutions as specified under Section 2(72) of the Companies Act, scheduled commercial banks, state industrial
development corporation, permitted national investment funds, NBFC-SIs, Indian financial institutions, commercial
banks, regional rural banks, co-operative banks (subject to permission from the RBI), or trusts under applicable trust law
and who are authorised under their constitution to hold and invest in equity shares, multilateral and bilateral development
financial institutions, state industrial development corporations, insurance companies registered with IRDAI, provident
funds (subject to applicable law) and pension funds, National Investment Fund, permitted insurance companies and
pension funds, insurance funds set up and managed by the army, navy or air force and insurance funds set up and managed
by the Department of Posts, Government of India) and permitted Non-Residents including FPIs and Eligible NRIs, AIFs
and other eligible foreign investors, if any, provided that they are eligible under all applicable laws and regulations to
purchase the Equity Shares.
The Red Herring Prospectus did not, and this Prospectus does not constitute an invitation to subscribe to, offer to sell or
purchase the Equity Shares in the Offer in any jurisdiction, including India. Invitations to any person to whom it is
unlawful to make an offer or invitation in such jurisdiction. Any person into whose possession the Red Herring Prospectus
and this Prospectus comes is required to inform himself or herself about, and to observe, any such restrictions. Invitations
to subscribe to or purchase the Equity Shares in the Offer will be made only pursuant to this Prospectus for the Offer.
No 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.
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 Draft Red Herring Prospectus has been filed with SEBI for its observations. Accordingly, the
Equity Shares represented hereby may not be offered or sold, directly or indirectly, and the Red Herring Prospectus should
not have been and this Prospectus may not be distributed, in any jurisdiction, except in accordance with the legal
requirements applicable in such jurisdiction. Neither the delivery of this Prospectus, nor any offer or sale hereunder,
shall, under any circumstances, create any implication that there has been no change in our affairs or in the affairs of the
Promoter Selling Shareholders from the date hereof or that the information contained herein is correct as of any time
subsequent to this date. Invitations to subscribe to or purchase the Equity Shares in the Offer was made only pursuant to
the Red Herring Prospectus if the recipient is in India or the preliminary offering memorandum for the Offer, which
comprises the Red Herring Prospectus and the preliminary international wrap for the Offer, if the recipient is outside
India.
Eligibility and Transfer Restrictions
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act or
any state securities laws in the United States, and unless so registered, may not be offered or sold within the United
States, except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of
the U.S. Securities Act and in accordance with any applicable U.S. state securities laws. Accordingly, the Equity
Shares are being offered and sold outside the United States in ‘offshore transactions’ in reliance on Regulation S
under the U.S. Securities Act 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 were required to not have been made by persons in any such
jurisdiction, except in compliance with the applicable laws of such jurisdiction.
Bidders wereadvised to ensure that any Bid from them did 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
426Shares or any similar security, other than in accordance with applicable laws.
Disclaimer Clause of BSE
As required, a copy of the Draft Red Herring Prospectus was submitted to BSE. The disclaimer clause as intimated by
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 January 22, 2026, 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 promoters, 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 NSE. The disclaimer clause as intimated by
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/6285 dated January 22, 2026, 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”
Listing
The Equity Shares issued through the Red Herring Prospectus and this Prospectus are proposed to be listed on BSE and
NSE. Applications will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity
Shares. BSE is the Designated Stock Exchange with which the Basis of Allotment will be finalised.
Each of the Promoter Selling Shareholders, severally and not jointly, undertake to provide such reasonable assistance as
may be requested by our Company, to the extent such assistance is required from such Promoter Selling Shareholders in
relation to its respective portion of the Equity Shares being offered for sale to facilitate the process of listing and
commencement of trading of the Equity Shares on the Stock Exchanges within such time prescribed by SEBI.
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 three Working Days
427from the Bid/ Offer Closing Date or such period as may be prescribed by SEBI.
If our Company does not allot Equity Shares pursuant to the Offer within such timeline as prescribed by 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.
Consents
Consents in writing of (a) the Promoter Selling Shareholders, our Promoters, our Directors, our Company Secretary and
Compliance Officer, our KMPs and Senior Management, our Statutory Auditors, O.M.M.S & Associates, Chartered
Accountants, our CFO, the legal counsel to the Offer, the bankers to our Company, the BRLM, the Registrar to the Offer,
Dun & Bradstreet, Cost Vetting Report provider and the practicing company secretary to act in their respective capacities,
have been obtained; and (b) the Syndicate Members, Monitoring Agency, and Bankers to the Offer /Escrow Collection
Bank, Public Offer Bank, Sponsor Banks and Refund Bank to act in their respective capacities, have been obtained and
will be filed along with a copy of this Prospectus with the RoC, as required under Sections 26 and 32 of the Companies
Act, 2013. Further, such consents shall not be withdrawn up to the time of delivery of this Prospectus for filing with the
RoC.
Experts to the Offer
Except as stated below, our Company has not obtained any expert opinions.
Our Company has received the written consent dated April 04, 2026 from our Statutory Auditors holding a valid peer
review certificate from ICAI to include their name as required under section 26 (5) 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 February
20, 2026 on our Restated Financial Information; (ii) their report dated April 04, 2026 on the statement of possible special
tax benefits available to the Company and its shareholders in this Prospectus and such consent has not been withdrawn
as on the date of this Prospectus. However, the term “expert” herein shall not be construed to mean an “expert” as defined
under the U.S. Securities Act.
Our Company has received written consent dated April 04, 2026 from Mittal V Kothari & Associates, Company
Secretaries represented by Ms. Mittal V Kothari (having membership number A46731), the practising company
secretary, holding a valid certificate of practice from Institute of Company Secretaries of India, to include her name as
required under Section 26 (5) of the Companies Act, 2013 read with the 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 practising company secretary, and in respect of certain certificates to be 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.
Particulars regarding public or rights issues by our Company during the last five years and performance vis-à-vis
objects – our Company
Our Company has not undertaken any public or rights issue during the five years immediately preceding the date of this
Prospectus.
Performance vis-à-vis objects – Public/ rights issue of the listed subsidiaries/listed Promoter of our Company
As on the date of this Prospectus, our Company does not have any subsidiaries and corporate promoters.
Underwriting commission, brokerage and selling commission paid on previous issues of the Equity Shares in the
last five years
Since this is the initial public Offer of Equity Shares, no sum has been paid or is payable as commission or brokerage for
subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares in the last five years preceding
the date of this Prospectus.
Capital issue by our Company, listed Group Company, subsidiaries and associates during the previous three years
Our Company does not have any subsidiaries or associates. Except as disclosed in the section “Capital Structure - Notes
to Capital Structure - Equity Share capital history of our Company” on page 97, our Company has not undertaken any
capital issue in the last three years preceding the date of this Prospectus.
428As on the date of this Prospectus, our Company does not have any listed group companies.
Exemption under securities laws
Our Company has not applied to SEBI for any exemption from complying with any provisions of securities laws, as on
the date of this Prospectus.
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429Past price Information of past issues handled by the BRLM
Price information of past issues handled Beeline Capital Advisors Private Limited (during the current Fiscal and two Fiscals preceding the current Fiscal):
1. Beeline Capital Advisors Private Limited
SME IPO:
+/- % change in +/- % change in +/- % change in
Opening closing price, [+/- % closing price, [+/- % closing price, [+/- %
Issue size Issue
Sr. price on change in closing change in closing change in closing
Issue name (in ₹ price Listing date
No. listing date benchmark]- 30th benchmark]- 90th benchmark]- 180th
lakhs) (in ₹)
(in ₹) calendar days from calendar days from calendar days from
listing listing listing
1. S olarium Green Energy Limited 10,504.24 191.00 February 13, 2025 202.00 +18.93% [-3.03%] +50.16% [+6.58%] +77.82% [+5.86%]
2. I dentixweb Limited 1,663.20 54.00 April 03, 2025 55.00 +15.70% [+5.51%] +12.98 [+9.70%] +29.62% [+5.41%]
3. N eptune Petrochemicals Limited 7,320.00 122.00 Jun 04, 2025 132.75 +17.54% [+3.19%] +14.63% [+0.02%] +32.54% [+6.42%]
4. C ryogenic OGS Limited 1,776.60 47.00 July 10, 2025 89.30 +157.34% [-4.00%] +253.83% [-1.52%] +277.66% [+2.70%]
5. M onarch Surveyors & Engineering Consultants Limited 9,375.00 250.00 July 29, 2025 421.25 +12.62% [-0.68%] +3.58% [+3.53%] -25.7% [+0.24%]
6. B LT Logistics Limited 972.00 75.00 August 11, 2025 90.95 -22.27% [+0.62%] -36.00% [+3.24%] -47.33% [+3.69%]
7. C onnplex Cinemas Limited 9,027.00 177.00 August 14, 2025 195.00 +11.41% [+1.96%] +20.99% [+4.31%] +45.17% [+5.02%]
8. J ay Ambe Supermarkets Limited 1,844.54 78.00 September 17, 2025 79.00 +89.17% [+0.93%] +74.42% [+3.04%] +156.28% [-9.83%]
9. A pollo Techno Industries Limited 4,795.70 130.00 December 31, 2025 145.00 -15.38% [-3.11%] -37.81% [+15.57%] N.A.
10. M odern Diagnostic & Research Centre Limited 3,689.28 90.00 January 07, 2026 99.50 -10.00% [-1.93%] -30.56% [-12.78%] N.A.
MAIN BOARD IPO:
+/- % change in +/- % change in +/- % change in
Opening closing price, [+/- % closing price, [+/- % closing price, [+/- %
Designated Issue
Sr. Issue name Issue size price on change in closing change in closing change in closing
Stock price Listing date
No. (in ₹ lakhs) listing date benchmark]- 30th benchmark]- 90th benchmark]- 180th
Exchange (in ₹)
(in ₹) calendar days from calendar days from calendar days from
listing listing listing
1. Mamata Machinery Limited BSE 17,934.89(1) 243.00 December 27, 2024 600.00 +72.74% [-3.19%] +44.81% [-1.79%] +74.14% [+4.26%]
2. B orana Weaves Limited BSE 14,489.28 216.00 May 27, 2025 243.00 +1.76% [+1.48%] +0.35% [-0.30%] +36.89% [+4.51%]
3. S hreeji Shipping Global Limited BSE 41,070.96 252.00 August 26, 2025 271.85 -0.46% [+1.15%] +17.64% [+5.50%] +60.97%[+2.51%]
4. A manta Healthcare Limited NSE 12,600.00 126.00 September 09, 2025 135.00 +7.12% [+0.71%] -18.06% [+5.29%] -20.06%[-1.68%]
(1) A discount of ₹12 per Equity Share was offered to eligible employees bidding in the employee reservation portion of Mamta Machinery Limited’s IPO.
Source: Price Information www.bseindia.com and www.nseindia.com, issue Information from respective prospectus. In case of main board IPO, opening price information as disclosed on the website of the designated stock exchange,
change in closing price over the issue/offer price as disclosed on designated stock exchange, and for change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX 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.
Note:
1. The S&P BSE Sensex and NSE Nifty are considered as the Benchmark.
4302. “Issue Price” is taken as “Base Price” for calculating % change in closing price of the respective issues on 30th/ 90th/180th Calendar days from listing.
3. “Closing Benchmark” on the listing day of respective scripts is taken as “Base Benchmark” for calculating % Change in Closing Benchmark on 30th/ 90th/180th Calendar days from listing. Although it shall be noted that for
comparing the scripts with Benchmark, the +/- % Change in Closing Benchmark has been calculated based on the Closing Benchmark on the same day as that of calculated for respective script in the manner provided in Note
No. 4 below.
4. In case 30th/ 90th/180th day is not a trading day, closing price on BSE/NSE of the previous trading day for the respective Scripts has been considered, however, if scripts are not traded on that previous trading day then last
trading price has been considered.
Summary statement of price information of past issues
Summary statement of price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by Beeline Capital
Advisors Private Limited.
SME IPO:
No. of IPOs trading at discount – No. of IPOs trading at premium – No. of IPOs trading at discount – No. of IPOs trading at premium –
Financial Total No. Total Funds 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
Raised
Year of IPO’s Between Less than Between Less than Between Less than Between Less than
(in ₹ lakhs) Over 50% Over 50% Over 50% Over 50%
25-50% 25% 25-50% 25% 25-50% 25% 25-50% 25%
2026-27 Nil - - - - - - - - - - - - -
2025-26 09 40,463.32 - - 3 2 - 4 - 2 - 2 3 -
2024-25 24 1,16,544.01 - - 4 14 - 6 - 5 3 10 2 4
MAIN BOARD IPO:
No. of IPOs trading at discount – No. of IPOs trading at premium – No. of IPOs trading at discount – No. of IPOs trading at premium –
Total 30th calendar days from listing 30th calendar days from listing 180th calendar days from listing 180th calendar days from listing
Total No. Funds
Financial Year Less Less Less Less
of IPO’s Raised Over Between 25- Over Between 25- Over Between 25- Over Between 25-
than than than than
(in ₹ lakhs) 50% 50% 50% 50% 50% 50% 50% 50%
25% 25% 25% 25%
2026-27 Nil - - - - - - - - - - - - -
2025-26 03 68,160.28 - - 1 - - 2 - - 1 1 1 -
2024-25 01 17,934.89 - - - 1 - - - - - 1 - -
Notes:
1. Listing date is considered for calculation of total number of IPOs in the respective financial year.
2. In the event any day falls on a holiday, the price/index of the immediately preceding working day has been considered. If the stock was not traded on the said calendar days from the date of listing, the share price is taken of the
immediately preceding trading day.
3. Source: www.bseindia.com and www.nseindia.com
Track record of past issues handled by the BRLM
For details regarding the track record of the BRLM, as specified in Circular reference CIR/MIRSD/1/2012 dated January 10, 2012 issued by SEBI, please see the website of the BRLM
as set forth in the table below:
Sr. No. Name of the BRLM Website
1. Beeline Capital Advisors Private Limited https://beelinemb.com/
431Stock Market Data of Equity Shares
This being an initial public offer of the Equity Shares of our Company, the Equity Shares are not listed on any stock
exchange as on 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 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 or any such
period as prescribed under the applicable laws, to enable the investors to approach the Registrar to the Offer for redressal
of their grievances. The Registrar to the Offer shall obtain the required information from the SCSBs for addressing any
clarifications or grievances of ASBA Bidders.
Bidders can contact the Company Secretary and Compliance Officer and/or the Registrar to the 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
BRLM, in the manner provided below. Our Company, the BRLM 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, UPI ID, 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. For Offer -related
grievances, investors may contact the BRLM, details of which are given in “General Information – Book Running Lead
Manager” on page 90.
The Registrar to the Offer shall obtain the required information from the SCSBs and Sponsor Banks for addressing any
clarifications or grievances of ASBA Bidders. All grievances relating to Bids submitted with Registered Brokers, may
be addressed to the Stock Exchanges, with a copy to the Registrar to the Offer.
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 BRLM where the
Anchor Investor Application Form was submitted by the Anchor Investor.
In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from the Bid/ 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 BRLM, in its sole discretion, may identify and fix the liability on such intermediary or entity responsible
for such delay in unblocking. In terms of SEBI Master Circular, 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 and subject to applicable law, any ASBA Bidder whose Bid has not been
considered for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by
the concerned SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these
complaints within 15 days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum
for any delay beyond this period of 15 days. Further, the payment of processing fees to the SCSBs shall be undertaken
pursuant to an application made by the SCSBs to the BRLM, and such application shall be made only after (i) unblocking
of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable
compensation relating to investor complaints has been paid by the SCSB.
The following compensation mechanism shall be applicable for investor grievances in relation to Bids made through the
432UPI Mechanism, for which the relevant SCSBs shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for cancelled / ₹ 100 per day or 15% per annum of the Bid From the date on which the request for
withdrawn / deleted applications Amount, whichever is higher cancellation / withdrawal / deletion is
placed on the bidding platform of the
Stock Exchanges till the date of actual
unblock
Blocking of multiple amounts for 1. Instantly revoke the blocked funds From the date on which multiple
the same Bid made through the other than the original application amounts were blocked till the date of
UPI Mechanism amount; and actual unblock
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 1. Instantly revoke the difference amount, From the date on which the funds to
Bid Amount i.e., the blocked amount less the Bid the excess of the Bid Amount were
Amount; and blocked till the date of actual unblock
2. ₹ 100 per day or 15% per annum of the
difference amount, whichever is higher
Delayed unblock for non – ₹ 100 per day or 15% per annum of the Bid From the Working Day subsequent to
Allotted/ partially Allotted Amount, whichever is higher the finalisation of the Basis of
applications Allotment till the date of actual
unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint
from the investor, for each day delayed, the post- Offer BRLM shall be liable to compensate the investor ₹ 100 per day or
15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from
the day on which the investor grievance is received till the date of actual unblock.
Disposal of investor grievances by our Company
Our Company has obtained authentication on the SCORES in terms of the SEBI circular
SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated 20 September 2023, in relation to redressal of investor grievances through
SCORES.
Our Company estimates that the average time required by our Company or the Registrar to the Offer or the relevant
Designated Intermediary, for the redressal of routine investor grievances shall be 10 Working Days from the date of
receipt of the complaint. In case of non-routine complaints and complaints where external agencies are involved, our
Company will seek to redress these complaints as expeditiously as possible.
Our Company has also constituted a Stakeholders’ Relationship Committee to review and redress the shareholders and
investor grievances such as transfer of Equity Shares, non-recovery of balance payments, declared dividends, approve
subdivision, consolidation, transfer, and Offer of duplicate shares. For details of our Stakeholders’ Relationship
Committee, see “Our Management - Stakeholders’ Relationship Committee” on page 291.
Our Company has also appointed Hardikkumar Jitendrabhai Patel as the Company Secretary and Compliance Officer of
our Company for the Offer. For details, “General Information- Company Secretary and Compliance Officer” on page
90.Our Company has not received any investor complaint during the three years preceding the date of this Prospectus.
Further, no investor complaint in relation to our Company is pending as on the date of this Prospectus.
Other confirmations
No person connected with the Offer, except for fees or commission for services rendered in relation to the Offer, shall
offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or otherwise to any
Bidder for making a Bid.
There are no findings or observations pursuant to any inspections by SEBI, RBI, or any other regulatory authority in India
which are material and 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.
433SECTION VII: OFFER INFORMATION
TERMS OF THE OFFER
The Equity Shares of face value of ₹ 10 being offered and Allotted pursuant to this Offer shall be subject to the provisions
of the Companies Act, the SCRA, the SCRR, the SEBI ICDR Regulations, the SEBI Listing Regulations, our
Memorandum of Association and Articles of Association, the terms of the Red Herring Prospectus, this Prospectus, the
Abridged Prospectus, the Bid cum Application Form, the Revision Form, the CAN, the Allotment Advice and other
terms and conditions as may be incorporated in the Allotment Advice and other documents or certificates that may be
executed in respect of this Offer. The Equity Shares of face value of ₹ 10 shall also be subject to all applicable laws,
guidelines, rules, notifications and regulations relating to the issue of capital, transfer of securities and listing and trading
of securities offered from time to time by SEBI, the GoI, the Stock Exchanges, the RoC, the RBI, and/or other authorities,
as in force on the date of this Offer and to the extent applicable or such other conditions as may be prescribed by the SEBI,
the GoI, 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 Promoter Selling Shareholders.
Expenses for the Offer shall be borne our Company and Promoter Selling Shareholders in the manner specified in “Objects
of the Offer - Offer related expenses” on page 130.
Ranking of Equity Shares
The Equity Shares being offered/ Allotted and transferred pursuant to the Offer will be subject to the provisions of the
Companies Act, the SEBI ICDR Regulations, the SCRA, the SCRR, the Memorandum of Association and Articles of
Association and will rank pari passu in all respects with the existing Equity Shares, including in respect of voting rights,
dividends 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 Articles of Association” on page 467.
Mode of Payment of Dividend
Our Company shall pay dividend, if declared, to our Shareholders, as per the provisions of the Companies Act, the SEBI
Listing Regulations, the Memorandum of Association and Articles of Association, and any guidelines or directives that
may be issued by the GoI in this respect. Any dividends declared after the date of Allotment in this Offer will be payable
to the Allottees, for the entire year, in accordance with applicable law. For more information, see “Dividend Policy” and
“Description of Equity Shares and Terms of Articles of Association” on pages 306 and 467, respectively.
Face Value, Offer Price, Floor Price, CAP Price and Price Band
The face value of each Equity Share is ₹ 10 and the Offer Price is ₹ 175.00 per Equity Share. The Floor Price of the
Equity Shares is ₹ 166.00 and the Cap Price of the Equity Shares is ₹ 175.00, being the Price Band. The Anchor Investor
Offer Price is ₹ 175.00 per Equity Share. The Offer Price and the Anchor Investor Offer Price shall be determined by our
Company, in consultation with the BRLM, after the Bid/ Offer Closing Date, on the basis of assessment of market demand
for the Equity Shares offered by way of Book Building Process.
The Offer Price, Price Band and the minimum Bid Lot for the Offer have been decided by our Company, in consultation
with the BRLM, and has been published at least two Working Days prior to the Bid/ Offer Opening Date, all editions of
Financial Express (a widely circulated English national daily newspaper), all editions of Jansatta a widely circulated
Hindi national daily newspaper and the Gujarati edition of Financial Express, a widely circulated Gujarati daily
newspaper (Gujarati being the regional language of Gujarat, where the Registered and Corporate Office is located), and
have been made available to the Stock Exchanges for the purpose of uploading on their respective websites. The Price
Band, along with the relevant financial ratios calculated at the Floor Price and at the Cap Price waspre-filled in the Bid-
cum-Application Forms available on the respective websites of the Stock Exchanges. The Offer Price was determined by
our Company, in consultation with the BRLM, and in compliance with the SEBI ICDR Regulations, after the Bid / Offer
Closing Date, on the basis of assessment of market demand for the Equity Shares offered by way of Book Building
Process.
At any given point of time there shall be only one denomination for the Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with all applicable disclosure and accounting norms as specified by SEBI from time to time.
434Rights of the Shareholders
Subject to applicable laws, rules, regulations and guidelines and our Articles of Association, the equity Shareholders will
have the following rights:
• Right to receive dividend, if declared;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy or e-voting, in accordance with the provisions of the Companies
Act;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
• Right to receive any surplus on liquidation, subject to any statutory and preferential claims being satisfied;
• Right of free transferability of their Equity Shares, subject to foreign exchange regulations and other applicable laws;
and
• Such other rights as may be available to a shareholder of a listed public company under the Companies Act, the terms
of the SEBI Listing Regulations and our Memorandum of Association and 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, lien, transfer, transmission, consolidation and splitting, see “Description of Equity Shares and Terms of Articles
of Association” on page 467.
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 dematerialized form. As per the SEBI ICDR Regulations and the SEBI Listing Regulations, the trading of the
Equity Shares shall only be in dematerialised form on the Stock Exchanges. In this context, the following tripartite
agreements had been entered into amongst the Company, the respective Depositories and the Registrar to the Offer:
• Agreement dated July 21, 2025 amongst NSDL, our Company and the Registrar to the Offer; and
• Agreement dated June 27, 2025 amongst CDSL, our Company and the Registrar to the Offer.
Market Lot and Trading Lot
Since trading of our Equity Shares on the Stock Exchanges shall be only bein dematerialized form, the tradable lot is one
Equity Share. Allotment in the Offer will be only in dematerialised and electronic form in multiples of 85 Equity Shares,
subject to a minimum Allotment of 85 Equity Shares. For the method of Basis of Allotment, see “Offer Procedure” on
page 445.
Joint Holders
Subject to the provisions of the Articles of Association, where two or more persons are registered as the holders of any
Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
Jurisdiction
The courts of Ahmedabad, India will have sole and exclusive jurisdiction in relation to this Offer.
Period of operation of subscription list
See “– Bid/Offer Period” on page 436.
Nomination facility to investors
In accordance with Section 72 of the Companies Act, read with the Companies (Share Capital and Debentures) Rules,
4352014, as amended, the sole Bidder, or the First Bidder along with other joint Bidders, may nominate any one person in
whom, in the event of the death of sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be,
the Equity Shares Allotted, if any, shall vest, to the exclusion of all other persons, unless the nomination is modified or
cancelled in the prescribed manner. A person, being a nominee, entitled to the Equity Shares by reason of the death of
the original holder(s), shall be entitled to the same advantages to which he or she would be entitled if he or she were the
registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make a nomination to appoint,
in the prescribed manner, any person to 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 or alienation of Equity Share(s) by the holder of such
Equity Share(s). A nomination may be cancelled or modified by nominating any other person in place of the present
nominee, by the holder of the Equity Shares who has made the nomination, by giving a notice of such cancellation or
variation to our Company in the prescribed form. Fresh nomination can be made only on the prescribed form available
on request at our Registered and Corporate Office or at the registrar and transfer agents of our Company.
Further, any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013, will, on the production
of such evidence as may be required by the Board, elect either:
• to register himself or herself as holder of the Equity Shares; or
• to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board may, at any time give notice requiring any nominee to choose either to be registered himself or herself
or to transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board may thereafter
withhold payment of all dividend, interests, bonuses or other monies payable in respect of the Equity Shares, until the
requirements of the notice have been complied with.
Since the Allotment of Equity Shares in the Offer will be made only in dematerialized form, there is no need to make a
separate nomination with our Company. Nominations registered with the respective Depository Participant of the Bidder
will prevail. If the Bidders wanted to change their nomination, they were advised to inform their respective Depository
Participant.
Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.
Bid/Offer Period
ANCHOR INVESTOR BIDDING DATE Wednesday, 8 April, 2026
BID/ OFFER OPENED ON Thursday, April 09,2026
BID/ OFFER CLOSED ON Monday, April 13, 2026(1)
(1)UPI mandate end time and date was at 5.00 p.m. on the Bid/ Offer Closing Date.
An indicative timetable in respect of the Offer is set out below:
Event Indicative Date
Bid/ Offer Closing Date Monday, April 13, 2026
Finalisation of Basis of Allotment with the Designated
Wednesday, April 15, 2026
Stock Exchange
Initiation of refunds (if any, for Anchor
On or about Thursday, April 16, 2026
Investors)/unblocking of funds from ASBA Account*
Credit of Equity Shares to demat accounts of Allottees On or about Thursday, April 16, 2026
Commencement of trading of the Equity Shares on the
On or about Friday, April 17, 2026
Stock Exchanges
* In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding two Working Days from the Bid/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,
436whichever 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 BRLM shall, in its sole discretion, identify and fix the liability on such
intermediary or entity responsible for such delay in unblocking. The Bidders shall be compensated in the manner specified in the SEBI
ICDR Master Circular, 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, and any other applicable law in case of delays in resolving investor grievances in relation to
blocking/unblocking of funds. The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released
to the remitter banks (SCSBs) only after such banks provide a written confirmation in compliance with the SEBI ICDR Master Circular.
This above timetable in respect of the Offer is indicative in nature and does not constitute any obligation or liability
on our Company or any of the Promoter Selling Shareholders or the BRLM.
While our Company shall ensure that all steps for the completion of the necessary formalities for the listing and
the commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days
of the Bid/Offer Closing Date or such other period as may be prescribed by SEBI, the timetable may be extended
due to various factors, such as any delay in receiving the final listing and trading approval from the Stock
Exchanges. In terms of the SEBI ICDR Master Circular, our Company shall within four days from the closure of
the Offer, refund the subscription amount received in case of non – receipt of minimum subscription or in case
our Company fails to obtain listing or trading permission from the Stock Exchanges for the Equity Shares. The
commencement of trading of the Equity Shares will be entirely at the discretion of the Stock Exchanges and in
accordance with the applicable laws. Each of the Promoter Selling Shareholders confirm that they shall extend all
reasonable support and co-operation required by our Company and the BRLM 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 or such other period as may be prescribed by the SEBI.
SEBI vide circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 has reduced the post issue timeline for
initial public offerings. The revised timeline of T+3 days had been made applicable in two phases, i.e., voluntary for all
public issues opening on or after September 1, 2023 and mandatory on or after December 1, 2023. Accordingly, the Offer
will be made under UPI Phase III T+3 listing on mandatory basis, subject to any circulars, clarification or notification
issued by the SEBI from time to time. In terms of the UPI Circulars, in relation to the Offer, the Book Running Lead
Manager will be required to submit reports of compliance with timelines and activities prescribed by SEBI in connection
with the allotment and listing procedure within three Working Days from the Bid/ 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.
Any circulars or notifications from SEBI after the date of this Prospectus may result in changes to the above-mentioned
timelines. Further, the Offer procedure is subject to change to any revised SEBI circulars to this effect.
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. Indian Standard Time (“IST”)
Bid/ Offer Closing Date*
Submission of Bids Electronic Applications
i. Online ASBA through 3-in-1 accounts for RIIs – Only between 10.00
a.m. and 5.00 p.m. IST.
ii. Bank ASBA through online channels like internet banking, mobile
banking and Syndicate ASBA applications through UPI as a payment
mechanism where Bid Amount is up to ₹ 5.00 lakhs – Only between 10.00
a.m. and 4.00 p.m. IST.
iii. Syndicate non-retail, non-individual Applications of QIBs and NIIs –
Only between 10.00 a.m. and 3.00 p.m. IST
Physical Applications
i. Direct bank ASBA – Only between 10.00 a.m. and 1.00 p.m. IST.
ii. Syndicate non-retail, non-individual applications of QIBs and NIIs where
Bid Amount is more than ₹ 5.00 lakhs - Only between 10.00 a.m. and
12.00 p.m. IST and Syndicate members shall transfer such applications to
banks before 1 p.m. IST.
437Modification/ Revision/cancellation of Bids
Modification of Bids by QIBs and Non- Only between 10.00 a.m. and 5.00 p.m. IST
Institutional Bidders categories and
modification/ cancellation of Bids by
Retail Individual Bidders##
Upward Revision of Bids by QIBs and Only between 10.00 a.m. on the Bid/Offer Opening Date and up to 4.00 p.m.
Non-Institutional Investors IST on the Bid/Offer Closing Date.
categories##
Upward or downward revision of Bids Only between 10.00 a.m. on the Bid/Offer Opening Date and up to 5.00 p.m.
or cancellation of Bids by RIIs IST on the Bid/Offer Closing Date.
*UPI mandate end time and date was at 5:00 pm 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 for Bids by QIBs and Non-Institutional Investors; and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by UPI
Bidders.
The Registrar to the Offer was required to submit the details of cancelled/withdrawn/deleted applications to the SCSBs
on daily basis within 60 minutes of the Bid closure time from the Bid/ Offer Opening Date till the Bid/ Offer Closing
Date by obtaining the same from the Stock Exchanges. The SCSBs were required to unblock such applications by the
closing hours of the Working Day and submit the confirmation to the BRLM and the RTA on a daily basis, as per the
format prescribed in the SEBI ICDR Master Circular.
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 shall be processed only after the application monies are blocked in the ASBA Account and
Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not blocked by
SCSBs or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, were 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 are advised to submit their Bids no later than prescribed time
on the Bid/ Offer Closing Date. Any time mentioned in the Red Herring Prospectus was IST. Bidders were cautioned
that, in the event a large number of Bids were being received on the Bid/ Offer Closing Date, some Bids were not uploaded
due to lack of sufficient time. Such Bids that could not be uploaded would not be considered for allocation under the
Offer. Bids and any revision in Bids was accepted only during Working Days, during the Bid/ Offer Period.
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 shall not be accepted on Saturdays,
Sundays and public holidays as declared by the Stock Exchanges. Bids by ASBA Bidders shall be uploaded by the relevant
Designated Intermediary in the electronic system to be provided by the Stock Exchanges. The Designated Intermediaries
shall modify select fields uploaded in the electronic platform of the Stock Exchange during the Bid/Offer Period till 5.00
pm on the Bid/Offer Closing Date after which the Stock Exchange(s) send the bid information to the Registrar to the
Offer for further processing. Further, as per letter no. list/SMD/SM/2006 dated July 3, 2006 and letter no.
NSE/IPO/25101-6 dated July 6, 2006 issued by the BSE and NSE, respectively, Bids and any revision in Bids shall not
be accepted on Saturdays, Sundays and public/bank holidays as declared by the Stock Exchanges. Bids by ASBA Bidders
were uploaded by the relevant Designated Intermediary in the electronic system to be provided by the Stock Exchanges.
In case of any discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid cum
Application Form, for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken
as the final data for the purpose of Allotment.
The Designated Intermediaries shall 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) send the bid information to the
Registrar to the Offer for further processing.
438Minimum Subscription
The requirement of minimum subscription is not applicable to the Offer for Sale in accordance with the SEBI ICDR
Regulations. In the event our Company does not receive (i) a minimum subscription of 90% of the Fresh Issue, and (ii) a
minimum subscription in the Offer as specified under Rule 19(2)(b) of the SCRR, including through devolvement of
Underwriters, as applicable, within sixty (60) days from the date of 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 any other reason, or if the listing or trading permission is not obtained from the Stock
Exchanges for the Equity Shares being issued under the Red Herring Prospectus and this Prospectus, our Company shall
forthwith refund the entire subscription amount received in accordance with applicable law including the SEBI ICDR
Master Circular. If there is a delay beyond two Working Days, our Company and every Director of our Company who is
an officer in default, to the extent applicable, shall pay interest at the rate of 15% per annum, in accordance with the
circulars issued by SEBI, including SEBI ICDR Master Circular and the SEBI ICDR Regulations.
Subject to applicable law, in the event of under-subscription in the Offer, the Equity Shares will be allotted in the
following order: (i) such number of Equity Shares comprising 90% of the Fresh Issue, or such other number as required
to comply with the minimum subscription to be received in the Offer under applicable law, will be Allotted
prior to the sale of Equity Shares in the Offer for Sale; (ii) next all the Equity Shares held by the Promoter Selling
Shareholders and offered for sale in the Offer will be Allotted in proportion to their respective Equity Shares being offered
for sale; and (iii) once Equity Shares have been Allotted as per (i) and (ii) above, such number of Equity Shares will be
Allotted by our Company towards the remaining 10% of the Fresh Issue.
Undersubscription, if any, in any category except the QIB Portion, would be met with spill-over from the other categories
at the discretion of our Company, in consultation with the Book Running Lead Manager, and the Designated Stock
Exchange.
Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Bidders
to whom the Equity Shares will be Allotted will be not less than 1,000 failing which the entire application money shall
be unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA Accounts
within such timeline as prescribed under applicable laws, our Company shall be liable to pay interest on the application
money in accordance with applicable laws.
Arrangement for disposal of odd lots
Since our Equity Shares will be traded in dematerialised form only and the market lot for our 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.
Restriction, if any, on transfer and transmission of Equity Shares and on their consolidation or splitting
Except for lock-in of the pre-Offer capital of our Company, lock-in of the Minimum Promoter’s Contribution and the
Anchor Investor lock-in in the Offer as detailed in “Capital Structure” on page 97, and except as provided in our Articles
of Association as detailed in “Description of Equity Shares and Terms of Articles of Association” on page 467, there are
no restrictions on transfers and transmission of Equity Shares and on their consolidation/ splitting. Further, there are no
restrictions on transmission of any shares/debentures of our Company and on their consolidation or splitting, except as
provided in our Articles of Association.
Withdrawal of the Offer
Our Company, in consultation with the Book Running Lead Manager, and each of the Promoter Selling Shareholders to
the extent of their respective portion of the Equity Shares forming part of the Offer for sale, reserve the right not to
proceed with the Offer, at any time after the Bid/Offer Opening Date but before the Allotment. In such an event, our
Company would issue a public notice in the newspapers in which the pre-Offer advertisements were published, within
two days of the withdrawal or such other time as may be prescribed by SEBI, providing reasons for not proceeding with
the Offer and inform the Stock Exchanges promptly on which the Equity Shares are proposed to be listed. The Book
Running Lead Manager through the Registrar to the Offer, shall notify the SCSBs and the Sponsor Banks, in case of UPI
Bidders, to unblock the bank accounts of the ASBA Bidders (other than Anchor Investors) 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. The notice of withdrawal will be issued in the same newspapers where the pre-Offer advertisements
have appeared and the Stock Exchanges will also be informed promptly.
If our Company and the Promoter Selling Shareholders, in consultation with the BRLM withdraw the Offer after the Bid/
439Offer Closing Date and thereafter determines that it will proceed with a public offering of the Equity Shares, our Company
shall file a fresh draft red herring prospectus with SEBI. Notwithstanding the foregoing, the Offer is also subject to
obtaining the final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after
Allotment.
440OFFER STRUCTURE
The Offer is being made through the Book Building Process. The Offer is of 85,75,000* Equity Shares for cash at a price
of ₹ 10 per Equity Share aggregating to ₹ 15,006.25* lakhs, comprising a Fresh Issue of 75,75,000* Equity Shares of
face value of ₹ 10 each aggregating to ₹ 13,256.25* lakhs and an Offer for Sale of 10,00,000* Equity Shares of face
value of ₹ 10 each aggregating to ₹ 1,750.00* lakhs by the Promoter Selling Shareholders.
*Subject to finalization of the Basis of Allotment.
The Offer will constitute 25.04 % of the post-Offer paid-up Equity Share capital of our Company.
The Offer was made through Book Building Process, in compliance with Regulation 6(1) of the SEBI ICDR Regulations.
Retail Individual
Particulars QIBs (1) Non-Institutional Investors
Investors
Number of Equity Shares 42,87,500* Equity Shares 12,86,250* Equity Shares 30,01,250* Equity
available for Allotment/ available for allocation or Offer Shares available for
allocation*(2) less allocation to QIBs and Retail allocation or Offer less
Individual Investors. allocation to QIBs and
Non-Institutional
Investors
Percentage of Offer Size Not more than 50% of the Not less than 15% of the Offer or Not less than 35% of
available for Allotment or Offer size shall be available for the Offer less allocation to QIBs the Offer or the Offer
allocation allocation to QIBs. and Retail Individual Investors less allocation to QIBs
was available for allocation. The and Non-Institutional
Up to 5% of Net QIB Portion Allotment to each Non- Investors
(excluding the Anchor Investor Institutional Investor was not less
Portion) was available for than the minimum application
allocation on a proportionate size, subject to availability of
basis to Mutual Funds only. Equity Shares in the Non-
Mutual Funds participating in Institutional Portion and the
the Mutual Fund Portion were remaining available Equity
also eligible for allocation in Shares was available for
the remaining Net QIB allocation out of which:
Portion. The unsubscribed
portion in the Mutual Fund (i) One-third of the Non-
Portion was for allocation to Institutional Portion was
other QIBs in the Net QIB available for allocation to
Portion. Bidders with an application
size exceeding ₹ 2.00 lakhs
and up to ₹ 10.00 lakhs; and
(ii) two- thirds of the Non-
Institutional Portion was
available for allocation to
Bidders with an application
size of more than ₹ 10.00
lakhs.
Under-subscription in either of
these two sub-categories of the
Non-Institutional Portion may be
allocated to Bidders in the other
subcategory of the Non-
Institutional Portion in
accordance with the SEBI ICDR
Regulations, subject to valid Bids
having been received at or above
the Offer Price.
Basis of Proportionate as follows The Allotment to each Non- Allotment to each
Allotment/allocation if (excluding the Anchor Investor Institutional Investor shall not be Retail Individual
441Retail Individual
Particulars QIBs (1) Non-Institutional Investors
Investors
respective category is Portion): less than the minimum Investor shall not be
oversubscribed* (a) 85,762* Equity Shares application size, subject to less than the minimum
were made available for availability in the Non- Bid lot, subject to
allocation on a Institutional Portion, and the availability of Equity
proportionate basis to remainder, if any, was allotted on Shares in the Retail
Mutual Funds only; and a proportionate basis in Category and the
accordance with the conditions remaining available
(b) 16,29,468* Equity Shares specified in the SEBI ICDR Equity Shares shall be
were made available for Regulations. For further details, allocated on a
allocation on a see “Offer Procedure” on page proportionate basis.
proportionate basis to all 445. For further details, see
QIBs, including Mutual “Offer Procedure” on
Funds receiving page 445.
allocation as per (a)
above
(c) 60% of the QIB Portion
of 25,72,270* Equity
Shares was allocated on a
discretionary basis to
Anchor Investors of
which 40% of the Anchor
Investor Portion was
reserved in the following
manner: (i) 33.33% of the
Anchor Investor Portion
wasreserved for domestic
Mutual Funds, and (ii)
6.67% of the Anchor
Investor Portion was
reserved for Life
Insurance Companies and
Pension Funds, subject to
valid Bids having been
received from domestic
Mutual Funds, Life
Insurance Companies and
Pension Funds at or
above the Anchor
Investor Allocation Price.
Mode of Bidding^ Through ASBA process only Through ASBA process only Through ASBA
except for Anchor Investors (Including the UPI Mechanism process only
for an application size of up to ₹ (including the UPI
5.00 lakhs). Mechanism)
Minimum Bid Such number of Equity Shares Such number of Equity Shares in 85 Equity Shares
in multiples of 85 Equity multiples of 85 Equity Shares so
Shares so that the Bid Amount that the Bid Amount exceeds
exceeds ₹ 2.00 lakhs ₹ 2.00 lakhs
Maximum Bid Such number of Equity Shares Such number of Equity Shares in Such number of Equity
in multiples of 85 Equity multiples of 85 Equity Shares so Shares in multiples of
Shares so that the Bid does not that the Bid does not exceed the 85 Equity Shares so
exceed the Offer size Offer size (excluding the QIB that the Bid Amount
(excluding Anchor Investor Portion), subject to applicable does not exceed ₹ 2.00
portion), subject to applicable limits lakhs
limits to each bidder
Mode of Allotment Compulsorily in dematerialised form
Bid Lot 85 Equity Shares and in multiples of 85 Equity Shares thereafter
Allotment Lot 85 Equity Shares and in multiples of one Equity Share for QIBs and RIBs. The allotment
442Retail Individual
Particulars QIBs (1) Non-Institutional Investors
Investors
to NIBs shall not be less than the minimum non-institutional application size (i.e., ₹ 2.00
lakhs).
Trading Lot One Equity Share
Who can Apply(3) Public financial Resident Indian individuals, Resident Indian
institutions specified in HUFs (in the name of Karta), individuals, HUFs (in
Section 2(72) of the companies, corporate bodies, the name of the Karta)
Companies Act, 2013, FPIs Eligible NRIs, scientific and Eligible NRIs
registered with SEBI (other institutions, societies and trusts
than individuals, corporate family offices and FPIs who are
bodies and family offices), individuals, corporate bodies and
scheduled commercial banks, family offices which are re-
mutual funds registered with categorized as category II FPI (as
SEBI, venture capital funds defined in the SEBI FPI
registered with the SEBI, AIFs, Regulations) and registered with
multilateral and bilateral SEBI
development financial
institutions, state industrial
development corporations,
NBFC-SI, insurance
companies registered with the
Insurance Regulatory and
Development Authority,
provident funds with a
minimum corpus of ₹ 2500.00
lakhs, pension funds with a
minimum corpus of ₹ 2500.00
lakhs registered with the
Pension Fund Regulatory and
Development Authority
established under sub-section
(1) of section 3 of the Pension
Fund Regulatory and
Development Authority Act,
2013, the National Investment
Fund set up by resolution F.
No. 2/3/2005-DD-II dated
November 23, 2005 of the GoI,
published in the Gazette of
India, insurance funds set up
and managed by the army,
navy, or air force of the Union
of India and insurance funds
set up and managed by the
Department of Posts, India
Terms of Payment In case of Anchor Investors: Full Bid Amount was paid by the Anchor Investors at the
time of submission of their Bids(4).
In case of all other Bidders: Full Bid Amount was blocked by the SCSBs in the bank
account of the ASBA Bidders, or by the Sponsor Banks through the UPI Mechanism (other
than Anchor Investors) that is specified in the Bid cum Application Form at the time of the
submission of the Bid cum Application Form.
* Subject to finalisation of Basis of Allotment ^As per SEBI ICDR Master Circular, 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, NIIs and RIIs 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.
(1) Subject to valid Bids having been received at or above the Offer Price, oOur Company, in consultation with the BRLM, allocated 60% of
the QIB Portion to Anchor Investors at the Anchor Investor Offer Price, on a discretionary basis, subject to there being (i) (a) minimum of two
and maximum of 15 Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹ 25,000 lakhs, subject to a minimum
Allotment of ₹ 500 lakhs per Anchor Investor; and (b) in case of allocation above ₹ 25,000 lakhs under the Anchor Investor Portion, a minimum
of five such investors and a maximum of 15 Anchor Investors for allocation up to ₹ 25,000 lakhs, and an additional 15 Anchor Investors for
every additional ₹ 25000 lakhs, subject to minimum allotment of ₹ 500 lakhs per Anchor Investor. An Anchor Investor made a minimum Bid
443of such number of Equity Shares, that the Bid Amount is at least ₹ 1,000 lakhs. 40% of the Anchor Investor Portion shall be reserved as (i)
33.33 per cent for domestic Mutual Funds; and (ii) 6.67 per cent for Life Insurance Companies and Pension Funds, subject to valid Bids
having been received from domestic Mutual Funds, Life Insurance Companies and Pension Funds at or above the Anchor Investor Allocation
Price, in accordance with the SEBI ICDR Regulations, which price shall be determined by our Company, in consultation with the BRLM.
(2) This Offer was made in accordance with Rule 19(2)(b) of the SCRR, through the Book Building Process, in compliance with
Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50% of the Offer was made available for allocation to QIBs on
a proportionate basis, provided that the Anchor Investor Portion could be allocated on a discretionary basis. Further, not less than
15% of the Offer was made available for allocation to Non-Institutional Investors, of which one-third of the Non-Institutional Portion
was made available for allocation to Bidders with an application size exceeding ₹ 2.00 lakhs and up to ₹ 10.00 lakhs and two-thirds
of the Non-Institutional Portion was made available for allocation to Bidders with an application size of more than ₹ 10.00 lakhs and
under- subscription in either of these two sub-categories of Non-Institutional Portion could be allocated to Bidders in the other sub-
category of Non-Institutional Portion in accordance with SEBI ICDR Regulations, subject to valid Bids having been received at or
above the Offer Price. Further, not less than 35% of the Offer was made available for allocation to Retail Individual Investors in
accordance with SEBI ICDR Regulations, subject to valid Bids having been received at or above the Offer Price.
(3) In case of joint Bids, the Bid cum Application Form were required to contain only the name of the First Bidder whose name should
also appear as the first holder of the beneficiary account held in joint names. The signature of only such First Bidder was required in
the Bid cum Application Form and such First Bidder was deemed to have signed on behalf of the joint holders.
(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 Anchor Investor Allocation Price and the Anchor Investor Offer Price was payable by the Anchor
Investor Pay-In Date as indicated in the CAN. Bidders were required to confirm and would have deemed to have represented to our
Company, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they were eligible under
applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
Bidders were required to confirm and would have deemed to have represented to our Company, the Promoter Selling
Shareholders, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they are
eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares, pursuant to
the Offer.
444OFFER PROCEDURE
All Bidders were required to read the General Information Document for Investing in Public Offers prepared and offered
in accordance with the circular no. SEBI/HO/CFD/DIL1/CIR/P/2020/37 dated March 17, 2020 Offered by SEBI and the
UPI Circulars (the “General Information Document”) which highlights the key rules, processes and procedures
applicable to public Offers 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 was made available on the websites of the Stock Exchanges and the BRLM. Please refer
to the relevant provisions of the General Information Document which are applicable to the Offer, especially in relation
to the process for Bids by UPI Bidders through the UPI Mechanism. The investors were advised to note that the details
and process provided in the General Information Document should be read along with this section.
Additionally, all Bidders were required to 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 CAN 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 and electronic registration of bids; (ix)submission of Bid cum Application Form; (x) other instructions
(limited to joint bids in cases of individual, multiple bids and instances when an application would be rejected on
technical grounds); (xi) applicable provisions of the Companies Act, 2013relating to punishment for fictitious
applications; (xii) mode of making refunds; (xiii)Designated Date;(xiv)disposal of applications; and(xv)interest in case
of delay in Allotment or refund.
SEBI through the UPI Circulars has introduced an alternate payment mechanism using Unified Payments Interface
(“UPI”) and consequent reduction in timelines for listing in a phased manner. UPI has been introduced in a phased
manner as a payment mechanism in addition to ASBA for applications by Retail Individual Bidders through
intermediaries from January 1, 2019. The UPI Mechanism for Retail Individual Bidders applying through Designated
Intermediaries, in phase I, was effective along with the prior process and existing timeline of T+6 days (“UPI Phase I”),
until June 30, 2019. Subsequently, for applications by Retail Individual Bidders through Designated Intermediaries, the
process of physical movement of forms from Designated Intermediaries to SCSBs for blocking of funds was discontinued
and Retail Individual Bidders submitting their ASBA Forms through Designated Intermediaries (other than SCSBs) were
allowed to only use UPI Mechanism with a timeline of T+6 days pursuant to SEBI circular
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 (“UPI Phase II”). Furthermore, pursuant to SEBI ICDR
Master Circular, all individual bidders in initial public offerings whose Bid sizes are up to ₹ 1000,000 shall use the UPI
Mechanism for submitting their Bids. Thereafter, pursuant to SEBI circular SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023, the final reduced timeline of T+3 days (“UPI Phase III”), using the UPI Mechanism for applications
by UPI Bidders has become mandatory for public issues opening on or after December 1, 2023. (“T+3 Circular”).
Accordingly, the Offer will be undertaken pursuant to the processes and procedures under UPI Phase III on mandatory
basis, subject to any circulars, clarification or notification issued by the SEBI pursuant to the T+3 Circular.
Subsequently, SEBI, vide the SEBI RTA Master Circular, read with the SEBI ICDR Master Circular, consolidated the
aforementioned circulars to the extent relevant for RTAs, and rescinded these circulars.
Further, pursuant to the SEBI RTA Master Circular and SEBI ICDR Master Circular, applications made using the ASBA
facility in initial public offerings shall be processed only after application monies are blocked in the bank accounts of
investors (all categories).
The BRLM shall be the nodal entity for any Issues arising out of the public issuance process. In terms of Regulation 23(5)
and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI RTA Master Circular shall
continue to form part of the agreements being signed between the intermediaries involved in the public issuance process
and the BRLM shall continue to coordinate with intermediaries involved in the said process.
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 in accordance with the SEBI ICDR Master
Circular 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 Bid/Offer Closing Date by the intermediary responsible for causing such delay in
unblocking. The BRLM shall, in its sole discretion, identify and fix the liability on such intermediary or entity responsible
for such delay in unblocking. The BRLM shall be the nodal entity for any issues arising out of the public issuance process.
SEBI vide its circular no. SEBI/HO/CFD/CFD-TPD-1/P/CIR/2024/5 dated May 24, 2024 (“AV Circular”) has
introduced the disclosure of audiovisual presentation of disclosures made in Offer Documents. Pursuant to the AV
Circular, investors are advised not to rely on any other document, content or information provided in respect to the
public issue on the internet/online websites/social media platforms/micro-blogging platforms by finfluencers. Further,
investors are advised to rely only on the information contained in the Offer document and Price Band Advertisement for
making investment decision.
445Our Company, each of the Promoter Selling Shareholders, the BRLM and the members of the Syndicate do not accept
any responsibility for the completeness and accuracy of the information stated in the General Information Document and
are not liable for any amendment, modification or change in the applicable law 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 their Bids are submitted in accordance with Applicable Laws and does not exceed the investment limits or maximum
number of the Equity Shares that can be held by them under applicable law or as specified in this Prospectus and the
Prospectus. Further, our Company, each of the Promoter Selling Shareholders and the Syndicate are not liable for any
adverse occurrences consequent to the implementation of the UPI Mechanism for application in this Offer.
Book Building Procedure
The Offer was made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations through
the Book Building Process in accordance with Regulation 6(1) of the SEBI ICDR Regulations, wherein not more than 50%
of the Offer was available for allocation to QIBs on a proportionate basis, provided that our Company, in consultation with
the BRLM, allocated 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI
ICDR Regulations, of which 40% of the Anchor Investor Portion was reserved in the following manner: (i) 33.33% of
the Anchor Investor Portion was reserved for domestic Mutual Funds, and (ii) 6.67% of the Anchor Investor Portion was
reserved for Life Insurance Companies and Pension Funds, subject to valid Bids having been received from domestic
Mutual Funds, Life Insurance Companies and Pension Funds at or above the Anchor Investor Allocation Price, in
accordance with the SEBI ICDR Regulations. In case of under-subscription or non- allocation in the Anchor Investor
Portion, the remaining Equity Shares were required to be added back to the QIB Portion. Further, 5% of the Net QIB
Portion was available for allocation on a proportionate basis to Mutual Funds only, and the remainder of the Net QIB
Portion was available for allocation on a proportionate basis to all QIBs, including Mutual Funds, subject to valid Bids
having been received at or above the Offer Price. Further, not less than 15% of the Offer was available for allocation to
Non-Institutional Investors of which one-third of the Non-Institutional Portion was available for allocation to Bidders
with an application size of more than ₹ 2.00 lakhs and up to ₹ 10.00 lakhs and two-thirds of the Non-Institutional Portion
was available for allocation to Bidders with an application size of more than ₹ 10.00 lakhs and under-subscription in
either of these two sub- categories of Non-Institutional Portion were required to be allocated to Bidders in the other sub-
category of Non-Institutional Portion. Further, not less than 35% of the Offer was 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.
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 categories, as applicable, at the
discretion of our Company, in consultation with the BRLM and the Designated Stock Exchange, subject to valid Bids
having been received at or above the Offer Price. Under-subscription, if any, in the QIB Portion, was not allowed to be
met with spill-over from any other category or a combination of categories. In case of an undersubscription in the Offer,
the allocation of the Equity Shares would have been in accordance with the procedure specified in the section “Terms of
the Offer – Minimum Subscription” on page 439.
Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with CBDT notification dated
February 13, 2020, press release dated June 25, 2021, September 17, 2021, March 30, 2022 and March 28, 2023,
and any subsequent press releases in this regard.
In accordance with Rule 19(2)(b) of the SCRR, the Offer constitutes 25.04 % of the post Offer paid-up Equity Share
capital of our Company.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
Investors were advised to 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, PAN and UPI ID (for UPI Bidders), shall be treated as incomplete and will be rejected. Bidders did not
have the option of being Allotted Equity Shares in physical form.
However, they may get the Equity Shares rematerialised subsequent to Allotment of the Equity Shares in the Offer,
subject to applicable laws and any subsequent press releases in this regard.
Phased implementation of UPI for Bids by RIBs as per the UPI Circulars.
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of, inter alia, equity shares.
Pursuant to the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism (in
addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by UPI
446Bidders through Designated Intermediaries with the objective to reduce the time duration from public issue closure to
listing from six Working Days to up to three Working Days. Considering the time required for making necessary changes
to the systems and to ensure complete and smooth transition to the UPI payment mechanism, the UPI Circulars have
introduced the UPI Mechanism in three phases in the following manner:
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public
issues, whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019.
Under this phase, an RII had the option to submit the ASBA Form with any of the Designated Intermediary and use his/
her UPI ID for the purpose of blocking of funds. The time duration from public issue closure to listing continued to be
six Working Days.
Phase II: This phase has become applicable from July 1, 2019. and was to initially continue for a period of three months
or floating of five main board public issues, whichever is later. SEBI vide its circular no.
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 has decided to extend the timeline for implementation
of UPI Phase II until March 31, 2020. Subsequently, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50
dated March 30, 2020 extended the timeline for implementation of UPI Phase II until further notice. Under this phase,
submission of the ASBA Form by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking
of funds was discontinued and replaced by the UPI Mechanism. However, the time duration from public issue closure to
listing continued to be six Working Days during this phase.
SEBI through its circular SEBI/HO/CFD/DIL2/CIR/P/2022/45 dated April 5, 2022, prescribed that all individual bidders
applying in initial public offerings opening on or after May 1, 2022, where the application amount is up to ₹ 5.00 lakhs,
shall use UPI. Individual investors bidding under the Non-Institutional Portion bidding for more than ₹ 2.00 lakhs and
up to ₹ 5.00 lakhs, 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.
Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023
and on a mandatory basis for all issues opening on or after December 1, 2023, vide SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 ("T+3 Notification”). In this phase, the time duration from
public issue closure to listing has been reduced to three Working Days. The Offer was undertaken pursuant to the
processes and procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or
notification issued by the SEBI from time to time, including any circular, clarification or notification which may be
issued by SEBI.
The Offer was made under Phase III of the UPI (on a mandatory basis).
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the SCSBs only
after such banks provide a written confirmation, in compliance with the SEBI RTA Master Circular and the SEBI ICDR
Master Circular in a format as prescribed by SEBI, from time to time, and such payment of processing fees to the SCSBs
shall be made in compliance with circulars prescribed by SEBI and applicable law.
All SCSBs offering facility of making application in public issues also had to provide facility to make application using
UPI. Our Company was required to appoint one of the SCSBs as a sponsor bank to act as a conduit between the Stock
Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the UPI Bidders using
the UPI.
Individual investors bidding under the Non-Institutional Portion bidding for more than ₹ 200,000 and up to ₹ 1000,000,
using the UPI Mechanism, shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate,
sub-syndicate members, Registered Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat
and bank account (3 in 1 type accounts), provided by certain brokers.
Pursuant to the 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 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.
The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter
banks (SCSBs) only after such banks provide a written confirmation on compliance with the SEBI ICDR Master Circular.
447SEBI has set out specific requirements in the SEBI ICDR Master Circular for redressal of investor grievances for
applications that have been made through the UPI Mechanism. The requirements of the SEBI ICDR Master
Circular include, appointment of a nodal officer by the SCSB and submission of their details to SEBI, the
requirement for SCSBs to send short message service (“SMS”) alerts for the blocking and unblocking of UPI mandates,
the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications, and the requirement
for the bank accounts of unsuccessful Bidders to be unblocked no later than one Working Day from the date on which
the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs being
penalised under the relevant securities law. Further, in terms of the SEBI ICDR Master Circular, the payment of
processing fees to the SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLM, and such
application shall be made only after (i) unblocking of application amounts for each application received by the SCSB has
been fully completed, and (ii) applicable compensation relating to investor complaints has been paid by the SCSB. For
further details, refer to the General Information Document available on the websites of the Stock Exchanges and the Book
Running Lead Manager. Additionally, if there is any delay in the redressal of investors’ complaints, the relevant SCSB
as well as the post –Offer Book Running Lead Manager will be required to compensate the concerned investor.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) included a QR code and the link to access the
Red Herring Prospectus, the Abridged Prospectus and the price band advertisement, and were available with the
Designated Intermediaries at relevant Bidding Centers and at our Registered Office. Electronic copy of the Bid cum
Application Forms were available for download on the websites of the NSE (www.nseindia.com) and the BSE
(www.bseindia.com) at least one day prior to the Bid/Offer Opening Date. UPI Bidders could also apply through the
SCSBs and mobile applications using the UPI handles as provided on the website of the SEBI.
Copies of the Anchor Investor Application Form wereavailable at the office of the BRLM.
All Bidders (other than Anchor Investors) compulsorily used the ASBA process to participate in the Offer. UPI Bidders
Bid in the Offer through UPI Mechanism for submitting their bids to Designated Intermediaries and were allowed to use
ASBA Process by way of ASBA Forms to submit their bids directly to SCSBs. Anchor Investors were not permitted to
participate in this Offer through the ASBA process.
Bidders (other than Anchor Investors and UPI Bidders) were required to provide bank account details and authorisation
by the ASBA account holder to block funds in their respective ASBA Accounts in the relevant space provided in the Bid
cum Application Form and the Bid cum Application Form that does not contain such details were liable to be rejected.
UPI Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than SCSBs) were required
to bid using the UPI Mechanism and were required to provide the UPI ID in the relevant space provided in the Bid cum
Application Form. UPI Bidders submitting their Bid cum Application Form to any Designated Intermediary (other than
SCSBs) without mentioning the UPI ID were liable to be rejected. Applications made using third party bank account or
using third party linked bank account UPI ID were liable for rejection.
Further, ASBA Bidders were required to ensure that the Bids were submitted at the Bidding Centers only on ASBA
Forms bearing the stamp of a Designated Intermediary (except in case of electronic ASBA Forms) and ASBA Forms not
bearing such specified stamp could be liable for rejection. UPI Bidders using UPI Mechanism, were required to submit
their ASBA Forms, including details of their UPI IDs, with the Syndicate, Sub-Syndicate members, Registered Brokers,
RTAs or CDPs. RIIs authorising an SCSB to block the Bid Amount in the ASBA Account were required to submit their
ASBA Forms with the SCSBs. Bidders, using the ASBA process to participate in the Offer, were required to ensure that
the ASBA Account had sufficient credit balance such that an amount equivalent to the full Bid Amount could be blocked
therein. In order to ensure timely information to investors SCSBs were required to send SMS alerts to investors intimating
them about the Bid Amounts blocked/unblocked.
Since the Offer was made under Phase III, (on a mandatory basis) ASBA Bidders could submit the ASBA Form in the
manner below:
(i) RIIs (other than UPI Bidders) were required to submit their ASBA Forms with SCSBs (physically or online, as
applicable), or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts),
provided by certain brokers.
(ii) UPI Bidders were required to submit their ASBA Forms with the Syndicate, sub-syndicate members, Registered
Brokers, RTAs or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type
accounts), provided by certain brokers.
448(iii) QIBs and NIIs were required to submit their ASBA Forms with SCSBs, Syndicate, sub-syndicate members,
Registered Brokers, RTAs or CDPs.
The ASBA Bidders, including UPI Bidders, were required to ensure that they had 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 was blocked in the ASBA account of the Bidder pursuant to SEBI ICDR
Master Circular in relation to the SEBI ICDR Regulations.
ASBA Bidders were required to ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated
Intermediary, submitted at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA
Forms not bearing such specified stamp were liable to be rejected. UPI Bidders, could submit their ASBA Forms,
including details of their UPI IDs, with the Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs.
RIBs authorising an SCSB to block the Bid Amount in the ASBA Account could submit their ASBA Forms with
the SCSBs (except UPI Bidders). ASBA Bidders were reqired to ensure that the ASBA Account had sufficient
credit balance such that an amount equivalent to the full Bid Amount could be blocked by the SCSB or the Sponsor
Banks, as applicable at the time of submitting the Bid.
Anchor Investors were not permitted to participate in the Offer through the ASBA process. For Anchor Investors,
the Anchor Investor Application Form would have been available with the BRLM
(iv) The prescribed colour of the Bid cum Application Forms for various categories was as follows:
Colour of Bid cum
Category
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Investors, UPI White
Bidders and Eligible NRIs applying on a non-repatriation basis
Eligible NRIs, FPIs and registered bilateral and multilateral development financial Blue
institutions applying on a repatriation basis^
Anchor Investors** White
* Excluding electronic Bid cum Application Forms
Notes:
^Electronic Bid cum Application forms and the Abridged Prospectus were also be available for download on the website of NSE
(www.nseindia.com) and BSE (www.bseindia.com).
**The Anchor Investor Application Forms were available at the office of the BRLM.
In case of ASBA forms, the relevant Designated Intermediaries (other than SCSBs) were required to submit/deliver the
Bid cum Application Form to the respective SCSB, where the Bidder had a bank account and was required not to submit
it to any non-SCSB bank or the Escrow Collection Bank. Further, SCSBs were required to upload the relevant Bid details
(including UPI ID in case of ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock
Exchanges and the Stock Exchanges validated the electronic bids with the records of the CDP for DP ID/Client ID and
PAN, on a real time basis and bring inconsistencies to the notice of the relevant Designated Intermediaries, for
rectification and re-submission within the time specified by Stock Exchanges. The Stock Exchanges were required to
accept the ASBA applications in their electronic bidding system only with a mandatory confirmation on application
monies blocked. For UPI Bidders, the Stock Exchanges were required to allow modification of either DP ID/Client ID
or PAN ID, bank code and location code in the Bid details already uploaded. The Stock Exchanges shared the Bid details
(including UPI ID) with the Sponsor Banks on a continuous basis to enable the Sponsor Banks to initiate UPI Mandate
Request to UPI Bidders for blocking of funds. For ASBA Forms (other than UPI Bidders) Designated Intermediaries
(other than SCSBs) submitted/ delivered the ASBA Forms to the respective SCSB where the Bidder had an ASBA bank
account and was required not to submit it to any non-SCSB bank or the Escrow Collection Bank.
For UPI Bidders, the Stock Exchanges were required to share the Bid details (including UPI ID) with the Sponsor Banks
on a continuous basis through API integration to enable the Sponsor Banks to initiate UPI Mandate Request to UPI
Bidders for blocking of funds. The Sponsor Banks initiated request for blocking of funds through NPCI to UPI Bidders,
who shall accept the UPI Mandate Request for blocking of funds on their respective mobile applications associated with
UPI ID linked bank account. The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding
platform, and the liability to compensate the UPI Bidders in case of failed transactions shall be with the concerned entity
(i.e., the Sponsor Banks, NPCI or the Bankers to the Offer) 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 Banks and the
issuer bank. The Sponsor Banks and the Bankers to the Offer shall provide the audit trail to the Book Running Lead
Manager for analysing the same and fixing liability.
449The Sponsor Banks will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI
and will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed
error code and description, if any. Further, the Sponsor Banks will undertake reconciliation of all Bid requests and
responses throughout their lifecycle on daily basis and share reports with the Book Running Lead Manager in the format
and within the timelines as specified under the SEBI UPI Circulars. Sponsor Banks and issuer banks shall download UPI
settlement files and raw data files from the NPCI portal after every settlement cycle and do a three-way reconciliation
with Banks UPI switch data, CBS data and UPI raw data. NPCI is to coordinate with issuer banks and Sponsor Banks on
a continuous basis.
The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released to the SCSBs
only after such SCSBs provide a written confirmation in compliance with the SEBI RTA Master Circular, in a format
prescribed by SEBI in accordance the SEBI RTA Master Circular in a format as prescribed by SEBI, from time to time,
and such payment of processing fees to the SCSBs shall be made in compliance with circulars prescribed by SEBI and
applicable law.
Pursuant to NSE circular dated August 3, 2022, the following is applicable to all initial public offers opening on or after
September 1, 2022:
(a) Cut-off time for acceptance of UPI Mandate shall be up to 5:00 pm on the initial public offer closure date and existing
process of UPI bid entry by syndicate members, registrar to the Offer and depository participants shall continue till
further notice.
(b) There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1 day for
already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall be discontinued.
(c) Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to 5:00
pm on the initial public offer closure day.
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.
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 would 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 till such time as may be
permitted by the Stock Exchanges and as disclosed in the Red Herring Prospectus and this Prospectus.
(c) Only Bids that were uploaded on the Stock Exchanges platform will be considered for Allotment. The Designated
Intermediaries were required to 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 Exchanges send the bid information to the
Registrar to the Offer for further processing.
(d) QIBs and Non-Institutional Bidders could neither revise their Bids downwards nor cancel/withdraw their Bids.
Participation by Promoters and members of the Promoter Group of the Company, the BRLM, associates and
affiliates of the BRLM and the Syndicate Members
The BRLM and the Syndicate Members were not allowed to purchase/subscribe to the Equity Shares in this Offer in any
manner, except towards fulfilling their underwriting obligations. However, the respective associates and affiliates of the
BRLM and the Syndicate Members could purchase/subscribe to the Equity Shares in the Offer in the QIB Portion or in the
Non-Institutional Portion, as may be applicable to such Bidders, where the allocation was on a proportionate basis and
such subscription could have been on their own account or on behalf of their clients. All categories of investors, including
respective associates or affiliates of the BRLM and Syndicate Members, were treated equally for the purpose of allocation
to be made on a proportionate basis.
Neither the BRLM or any associate of the BRLM (except Mutual Funds sponsored by entities which are associates of
the BRLM or insurance companies promoted by entities which are associate of BRLM or AIFs sponsored by the entities
which are associate of the BRLM or FPIs other than individuals, corporate bodies and family offices sponsored by the
450entities which are associates of the BRLM) could apply in the Offer under the Anchor Investor Portion.
Further, an Anchor Investor was deemed to be an “associate of the Book Running Lead Manager” if: (i) either of
them controls, directly or indirectly through its subsidiary or holding company, not less than 15% of the voting rights in
the other; or (ii) either of them, directly or indirectly, by itself or in combination with other persons, exercises control
over the other; or (iii) there is a common director, excluding nominee director, amongst the Anchor Investors and the
BRLM.
Further, the Promoters and members of the Promoter Group could not participate by applying for Equity Shares in the
Offer. Furthermore, persons related to the Promoters and the Promoter Group were required to not apply in the Offer
under the Anchor Investor Portion. It is clarified that a qualified institutional buyer who has rights under a shareholders
agreement or voting agreement entered into with any of the Promoters or members of the Promoter Group of our
Company, veto rights or a right to appoint any nominee director on our Board, was deemed to be a person related to a
Promoter or member of the Promoter Group of our Company.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate were required to be lodged
along with the Bid cum Application Form. Failing this, the Company reserves the right to reject any Bid without assigning
any reason thereof. Bids made by asset management companies or custodians of Mutual Funds shall specifically state
names of the concerned schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid could be made in respect of each scheme of a Mutual Fund registered with the
SEBI and such Bids in respect of more than one scheme of a Mutual Fund would not be treated as multiple Bids, provided
that such Bids clearly indicate the scheme concerned for which the Bid is submitted.
No Mutual Fund scheme can invest more than 10% of its net asset value in equity shares or equity related instruments of
any single company provided that the limit of 10% shall not be applicable for investments in case of index funds or sector
or industry specific scheme. No Mutual Fund under all its schemes can own more than 10% of any company’s paid-up
share capital carrying voting rights.
Bids by Eligible NRIs
Eligible NRIs could obtain copies of Bid cum Application Form from the offices of the Designated Intermediaries. Only
Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange were considered for Allotment.
Eligible NRIs having applied on a repatriation basis were required to authorise their respective SCSBs or confirm or
accept the UPI Mandate Request (in case of UPI Bidders) to block their Non-Resident External Accounts (“NRE
Account”) (including UPI ID, if activated), or Foreign Currency Non-Resident Accounts (“FCNR Account”), and
Eligible NRIs having Bid on a non-repatriation basis by using Resident Forms were required to authorise their respective
SCSBs or confirm or accept the UPI Mandate Request (in case of UPI Bidders) to block their Non- Resident Ordinary
(“NRO”) accounts for the full Bid amount, at the time of submission of the Bid cum Application Form. NRIs having
applied in the Offer through the UPI Mechanism were advised to enquire with the relevant bank, whether their account is
UPI linked, prior to submitting a Bid cum Application Form.
Eligible NRIs Bidding on a repatriation basis were advised to use the Bid cum Application Form meant for Non-Residents
(blue in colour). Eligible NRIs having Bid on non-repatriation basis were advised to use the Bid cum Application Form
for residents (white in colour). By way of Press Note 1 (2021 Series) dated March 19, 2021, issued by the DPIIT, it has
been clarified that an investment made by a NRI or an Indian entity which is owned and controlled by NRIs on a non-
repatriation basis, was not considered for calculation of indirect foreign investment.
Eligible NRIs were permitted to apply in the Offer through Channel I or Channel II (as specified in the UPI Circulars).
Further, subject to applicable law, Eligible NRIs could use Channel IV (as specified in the UPI Circulars) to apply in the
Offer, provided the UPI facility was enabled for their NRE/NRO accounts.
In accordance with the FEMA Rules, the total holding by any individual NRI, on a repatriation basis, could not exceed
5% of the total paid-up Equity Share capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each
series of debentures or preference shares or share warrants issued by an Indian company and the total holdings of all
NRIs and Overseas Citizen of India (“OCI”) put together could not exceed 10% of the total paid-up Equity Share capital
on a fully diluted basis or could not exceed 10% of the paid-up value of each series of debentures or preference shares or
share warrant. Provided that the aggregate ceiling of 10% may be raised to 24% if a special resolution to that effect is
passed by the general body of the Indian company. Our Company has by way of a special resolution dated September
17, 2025 increased the aforesaid aggregate ceiling of 10% to 24%.
451For details, see “Restrictions on Foreign Ownership of Indian Securities” on page 465.
Bids by HUFs
Bids by Hindu Undivided Families or HUFs were required to be made in the individual name of the Karta. The
Bidder/applicant was required to specify that the Bid was made in the name of the HUF in the Bid cum 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 were considered at par with Bids/applications from individuals.
Bids by FPIs
In terms of the FEMA, FEMA Rules and SEBI FPI Regulations, investment in the Equity Shares by a single FPI or an
investor group (which means multiple entities registered as foreign portfolio investors and directly and indirectly having
common ownership of more than 50% or common control) was required to be below 10% of our post-Offer Equity Share
capital on a fully diluted basis. Further, in terms of the applicable FEMA Rules the total holding by each FPI or an investor
group could not exceed 10% of the total paid-up Equity Share capital of our Company on a fully diluted basis, as
applicable and the aggregate holdings of all the FPIs, including any other direct and indirect foreign investments in our
Company, couldnot exceed the sectoral cap.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations
was required to be attached to the Bid cum Application Form, failing which our Company reserved 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).
FPIs were permitted to participate in the Offer subject to compliance with conditions and restrictions specified under the
FEMA Rules and as specified by the Government of India from time to time.
In terms of applicable FEMA Rules and the SEBI FPI Regulations, investments by FPIs in the capital of an Indian company
is subject to certain limits, i.e. the individual holding of an FPI (including its investor group) is restricted to below 10% of
the total paid-up share capital of the Company. In case the total holding of an FPI or investor group increases beyond
10% of the total paid-up equity share capital of our Company, on a fully diluted basis or 10% or more of the paid-up value
of any series of debentures or preference shares or share warrants that may be issued by our Company, the total investment
made by the FPI or investor group will be re-classified as FDI subject to the conditions as specified by SEBI and the RBI
in this regard and our Company and the investor would be required to comply with applicable reporting requirements.
Further, the total holdings of all FPIs put together, with effect from April 1, 2020, can be up to the sectoral cap applicable
to the sector in which our Company operates (i.e., up to 100% under automatic route). In terms of the FEMA Rules, for
calculating the aggregate holding of FPIs in a company, holding of all registered FPIs shall be included.
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at
the time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department
of India for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have
invested in the Offer to ensure there is no breach of the investment limit, within the timelines for Offer procedure, as
prescribed by SEBI from time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation
21 of the SEBI FPI Regulations, an FPI is permitted to Offer, subscribe to, or otherwise deal in offshore derivative
instruments, directly or indirectly, only if it complies with the following conditions:
(a) such offshore derivative instruments are issued only by persons registered as Category I FPIs;
(b) such offshore derivative instruments are issued only to persons eligible for registration as Category I FPIs;
(c) such offshore derivative instruments are issued after compliance with the ‘know your client’ norms as specified
by SEBI; and
(d) such other conditions as may be specified by SEBI from time to time.
An FPI is required to ensure that the transfer of an offshore derivative instruments issued by or on behalf of it, is subject
to (a) the transfer being made to persons which fulfil the criteria provided under Regulation 21(1) of the SEBI FPI
Regulations (as mentioned above from points (a) to (d)); including the conditions to deal in overseas direct instruments
and (b) prior consent of the FPI is obtained for such transfer, except in cases, where the persons to whom the offshore
derivative instruments are to be transferred, are pre-approved by the FPI.
452Bids received from FPIs bearing the same PAN shall be treated as multiple Bids and were liable to be rejected, except
for Bids from FPIs that utilized the multiple investment manager structure in accordance with the Operational Guidelines
for Foreign Portfolio Investors and Designated Depository Participants issued to facilitate implementation of SEBI FPI
Regulations (such structure referred to as “MIM Structure”), provided such Bids were made with different beneficiary
account numbers, Client IDs and DP IDs.
Accordingly, it was required to be noted that multiple Bids received from FPIs, who do not utilize the MIM Structure, and
bear the same PAN, were liable to be rejected. In order to ensure valid Bids, FPIs making multiple Bids using the same
PAN, and with different beneficiary account numbers, Client IDs and DP IDs, were required to provide a confirmation
in the Bid cum Application Forms that the relevant FPIs making multiple Bids utilize the MIM Structure. In the absence
of such confirmation from the relevant FPIs, such multiple Bids were required to be rejected.
Participation of FPIs in the Offer was subject to the FEMA Rules.
There was no reservation for Eligible NRI Bidders, AIFs and FPIs. All Bidders were treated on the same basis with other
categories for the purpose of allocation.
Bids by SEBI registered Alternative Investment Funds and Venture Capital Funds
The SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Post the repeal of the
Securities and Exchange Board of India (Venture Capital Funds) Regulations, 1996, the VCFs which have not re-
registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI (Venture Capital Funds)
Regulations, 1996 until the existing fund or scheme managed by the fund is wound up.
Category I and II AIFs cannot invest more than 25% of the corpus in one investee company. A category III AIF cannot
invest more than 10% of the corpus in one investee company. A VCF registered as a category I AIF, cannot invest more
than one-third of its investible funds, in the aggregate, in certain specified instruments, including by way of subscription
to an initial public offering of a venture capital undertaking. The holding in any company by any individual VCF
registered with SEBI should not exceed 25% of the corpus of the VCF. A VCF can invest only up to 33.33% of its investible
funds, in the aggregate, in certain specified instruments, which includes subscription to an initial public offering of a
venture capital undertaking or an investee company (as defined under the SEBI AIF Regulations).
Participation of AIFs and VCFs was subject to the FEMA Rules.
All non-resident investors were required to note that refunds (in case of Anchor Investors), dividends and other
distributions, if any, was payable in Indian Rupees only and net of bank charges and commission.
Our Company, the Promoter Selling Shareholders or the BRLM shall not be responsible for loss, if any, incurred
by the Bidder on account of conversion of foreign currency.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a
certified copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, was required to be
attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM, 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 is required to be attached to the Bid
cum Application Form, failing which our Company, in consultation with the BRLM reserved the right to reject any Bid
without assigning any reason thereof, subject to applicable law.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949
(the “Banking Regulation Act”), and Master Direction – Reserve Bank of India (Financial Services provided by Banks)
Directions, 2016 is 10% of the paid-up share capital of the investee company or 10% of the bank’s own paid-up share
capital and reserves, whichever is less. Further, the aggregate investment in subsidiaries and other entities engaged in
financial and non-financial services company cannot exceed 20% of the bank’s paid-up share capital and reserves. A
banking company may hold up to 30% of the paid-up share capital of the investee company with the prior approval of
the RBI, provided that the investee company is engaged in non-financial activities in which banking companies are
453permitted to engage under the Banking Regulation Act or the additional acquisition is through restructuring of
debt/corporate debt restructuring/strategic debt restructuring, or to protect the bank’s interest on loans/investments made
to a company. The bank is required to submit a time-bound action plan for disposal of such shares within a specified
period to the RBI. A banking company would require a prior approval of the RBI to make investment in excess of 30%
of the paid-up share capital of the investee company, investment in a subsidiary and a financial services company that is
not a subsidiary (with certain exceptions prescribed), and investment in a non-financial services company in excess of
10% of such investee company’s paid-up share capital as stated in the Reserve Bank of India (Financial Services provided
by Banks) Directions, 2016, as amended. Bids by banking companies s should not exceed the investment limits prescribed
for them under the applicable laws.
Bids by SCSBs
SCSBs participating in the Offer were required to comply with the terms of the circulars bearing no.
CIR/CFD/DIL/12/2012 and CIR/CFD/DIL/1/2013, dated September 13, 2012 and January 2, 2013, respectively, issued
by the 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
required to be used solely for the purpose of making application in public issues and clear demarcated funds were
available in such account for such Bids.
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 was required to be attached to the Bid cum Application Form. Failing this, the Company, in consultation
with BRLM, reserved the right to reject any Bid without assigning any reason thereof.
The exposure norms for insurers, prescribed under the Insurance Regulatory and Development Authority (Investment)
Regulations, 2016 (“IRDA Investment Regulations”) based on the investments in the equity shares of a company, the
entire group of the investee company and the industry sector in which the investee company operates. Bidders were
advised to refer to the IRDA Investment Regulations for specific investment limits applicable to them and were required
to comply with all applicable regulations, guidelines and circulars issued by IRDAI from time to time.
Bids by Systemically Important Non-Banking Financial Companies
In case of Bids made by NBFC-SI, a certified copy of the certificate of registration issued by the RBI, a certified copy of
its last audited financial statements on a standalone basis and a net worth certificate from its statutory auditor(s) and such
other approvals as may be required by the NBFC – SI, were required to be attached to the Bid-cum Application Form.
Failing this, our Company, in consultation with the BRLM reserved the right to reject any Bid, without assigning any
reason thereof. NBFC-SI participating in the Offer were required to comply with all applicable regulations, guidelines
and circulars issued by RBI from time to time.
The investment limit for NBFC – SI shall be prescribed by RBI from time to time.
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, NBFC-SI, insurance funds set up by the army, navy or air force of the
India, insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with
a minimum corpus of ₹ 2500.00 lakhs (subject to applicable laws) and pension funds with a minimum corpus of ₹ 2500.00
lakhs, a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a
certified copy of the memorandum of association and articles of association and/or bye laws were required to be lodged
along with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM reserved the right
to accept or reject any Bid in whole or in part, in either case, without assigning any reason thereof.
Our Company, in consultation with the BRLM, in their absolute discretion, 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 BRLM, may deem fit.
Bids by provident funds/pension funds
In case of Bids made by provident funds/pension funds, with minimum corpus of ₹ 2500.00 lakhs, subject to applicable
laws, a certified copy of certificate from a chartered accountant certifying the corpus of the provident fund/ pension fund
454were required to be attached to the Bid cum Application Form. Failing this, our Company, in consultation with the BRLM
reserved the right to reject any Bid, without assigning any reason therefore.
Bids by Anchor Investors
In accordance with the SEBI Regulations, the key terms for participation by Anchor Investors are provided below:
1) Anchor Investor Application Forms were made available for the Anchor Investor Portion at the office of the Book
Running Lead Manager.
2) The Bid was required to be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹
1000.00 lakhs. 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 ₹
1000.00 lakhs.
3) 40% of the Anchor Investor Portion was reserved in the following manner: (i) 33.33% of the Anchor Investor
Portion was reserved for domestic Mutual Funds, and (ii) 6.67% of the Anchor Investor Portion was reserved for
Life Insurance Companies and Pension Funds , subject to valid Bids having been received from domestic Mutual
Funds, Life Insurance Companies and Pension Funds at or above the Anchor Investor Allocation Price, in
accordance with the SEBI ICDR Regulations.
4) Bidding for Anchor Investors opended one Working Day before the Bid/ Offer Opening Date.
5) Our Company, in consultation with the BRLMs finalized allocation to the Anchor Investors on a discretionary basis,
in accordance with the SEBI ICDR Regulations.
6) Allocation to Anchor Investors was completed on the Anchor Investor Bidding Date. The number of Equity Shares
allocated to Anchor Investors and the price at which the allocation was made available in the public domain by the
Book Running Lead Manager before the Bid/ Offer Opening Date, through intimation to the Stock Exchanges.
7) Anchor Investors could not withdraw or lower the size of their Bids at any stage after submission of the Bid.
8) If the Offer Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Offer Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the
Anchor Investor Pay-In Date specified in the CAN. If the Offer Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Offer Price and
the difference amount shall not be refunded to the Anchor Investors.
9) Any Equity Shares Allotted to Anchor Investors in the Anchor Investor Portion shall be locked in the following
manner: there shall be a lock-in of 90 days on 50% of the Equity Shares Allotted to each of the Anchor Investors
from the date of Allotment, and a lock-in of 30 days on the remaining 50% of the Equity Shares Allotted to each of
the Anchor Investors from the date of Allotment.
10) Neither (a) the Book Running Lead Manager or any associate of the Book Running Lead Manager (other than
mutual funds sponsored by entities which are associate of the Book Running Lead Manager or insurance companies
promoted by entities which are associate of the Book Running Lead Manager or Alternate Investment Funds (AIFs)
sponsored by the entities which are associates of the Book Running Lead Manager or FPIs, other than individuals,
corporate bodies and family offices, sponsored by the entities which are associate of the Book Running Lead
Manager) nor (b) the Promoter, Promoter Group or any person related to the Promoter or members of the Promoter
Group shall apply under the Anchor Investors category.
11) Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple
Bids.
For more information, please read the General Information Document.
The above information was given for the benefit of the Bidders. Our Company, the Promoter Selling Shareholders
and the Book Running Lead Manager are not liable for any amendments or modification or changes in
applicable laws or regulations, which may occur after the date of the Red Herring Prospectus. Bidders were
advised to make their independent investigations and ensure that any single Bid from them did 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 and this Prospectus.
455In accordance with RBI regulations, OCBs could not participate in the Offer.
Information for Bidders
The relevant Designated Intermediary could enter a maximum of three Bids at different price levels opted in the Bid cum
Application Form and such options will not be considered as multiple Bids. It was the Bidder’s responsibility to obtain
the acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated
Intermediary does not guarantee that the Equity Shares shall be Allotted. Such Acknowledgement Slip will be non-
negotiable and by itself will not create any obligation of any kind. When a Bidder revised his or her Bid, he /she was
required to surrender the earlier Acknowledgement Slip and could request for a revised acknowledgment slip from the
relevant Designated Intermediary as proof of his or her having revised the previous Bid.
In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and
software of the electronic bidding system was not in any way be deemed or construed to mean that the compliance with
various statutory and other requirements by our Company and/or the BRLM 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 or this Prospectus; nor does it warrant
that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges.
Pre-Offer and Price Band 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 and Price Band advertisement, in the form prescribed by the SEBI ICDR Regulations, in all editions
of Financial Express (a widely circulated English national daily newspaper), all editions of Financial Express a widely
circulated Hindi national daily newspaper and the Gujarati edition of Financial Express, a widely circulated Gujarati
daily newspaper (Gujarati being the regional language of Gujarat, where the Registered and Corporate Office is located),
each with wide circulation. Our Company, in the pre-Offer and Price Band advertisement stated the Bid / Offer Opening
Date, the Bid / Offer Closing Date and the QIB Bid / Offer Closing Date. This advertisement, subject to the provisions
of Section 30 of the Companies Act, was in the format prescribed in Part A of Schedule X of the SEBI ICDR Regulations.
Allotment Advertisement
Our Company, the Book Running Lead Manager and the Registrar to the Offer shall publish an allotment advertisement
before commencement of trading, disclosing the date of commencement of trading in: (i) all editions of Financial Express,
a widely circulated English national daily newspaper; (ii) all editions of Jansatta, a widely circulated Hindi national daily
newspaper and the Gujarati edition of Financial Express, a widely circulated Gujarati daily newspaper (Gujarati being
the regional language of Gujarat, where the Registered and Corporate Office is located).
The allotment advertisement shall be uploaded on the websites of our Company, the BRLM 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 are proposed to be listed, then the allotment advertisement shall be
uploaded on the websites of our Company, the BRLM and the Registrar to the Offer, following the receipt of final listing
and trading approval from all the Stock Exchanges.
Signing of the Underwriting Agreement and the RoC Filing
(a) Our Company, the Promoter Selling Shareholders and the Underwriters, prior to the filing of this Prospectus with
the RoC, as applicable, and in accordance with the nature of underwriting which is determined in accordance with
Regulation 40(3) of SEBI ICDR Regulations, have entered into an Underwriting Agreement with the Underwriters
for the Equity Shares proposed to be offered through the Offer.
(b) This Prospectus contains details of the Offer Price, the Anchor Investor Offer Price, Offer size, and underwriting
arrangements and is complete in all material respects.
General Instructions
Please note that QIBs and Non-Institutional Investors were not permitted to withdraw their Bid(s) or lower the size of
456their Bid(s) (in terms of quantity of Equity Shares or the Bid Amount) at any stage. RIIs could revise their Bid(s) during
the Bid/ Offer Period and withdraw their Bid(s) until Bid/ Offer Closing Date. Anchor Investors were not allowed to
withdraw or lower the size of their Bids after the Anchor Investor Bidding Date.
Do’s:
1. Check if you are eligible to apply as per the terms of the Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals. All Bidders (other than Anchor Investors) were required to submit their Bids
through the ASBA process only;
2. Ensure that your PAN is linked with Aadhaar ID and you are in compliance with Central Board of Direct Taxes
notification dated February 13, 2020 and press release dated June 25, 2021;
3. Ensure that you have Bid within the Price Band;
4. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
5. Ensure that you (other than in the case of Anchor Investors) have mentioned the correct details of ASBA Account
(i.e. bank account number) in the Bid cum Application Form if you are not an UPI Bidder in the Bid cum Application
Form and if you are an UPI Bidder ensure that you have mentioned the correct UPI ID (with maximum length of
45 characters including the handle), in the Bid cum Application Form;
6. UPI Bidders through the SCSBs and mobile applications were required to ensure that the name of the bank appears
in the list of SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders were required to ensure
that the name of the app and the UPI handle which isused for making the application appears in Annexure ‘A’ to
the SEBI circular no. SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019;
7. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within the prescribed
time. Bidders (other than Anchor Investors) were required to submit the Bid cum Application Form in the manner
set out in the GID;
8. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLM;
9. Ensure that you mandatorily have funds equal to or higher than the Bid Amount in the ASBA Account maintained
with the SCSB before submitting the ASBA Form to the relevant Designated Intermediaries;
10. If the First Bidder is not the bank account holder, ensure that the Bid cum Application Form was signed by the
account holder. Ensure that you have an account with an SCSB and have mentioned the correct bank account number
in the Bid cum Application Form (for all ASBA Bidders other than UPI Bidders);
11. Ensure that the signature of the First Bidder in case of joint Bids, was included in the Bid cum Application Forms;
12. Ensure that you request for and receive a stamped acknowledgement counterfoil or acknowledgment specifying the
application number as a proof of having accepted Bid cum Application Form for all your Bid options from the
concerned Designated Intermediary;
13. The ASBA bidders shall ensure that bids above ₹ 1000,000, were uploaded only by the SCSBs;
14. Ensure that 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
was required to contain only the name of the First Bidder whose name was also were required to appear as the first
holder of the beneficiary account held in joint names. Ensure that the signature of the First Bidder was included in
the Bid cum Application Forms;
15. UPI Bidders Bidding in the Offer were required to ensure that they shall use only their own ASBA Account or only
their own bank account linked UPI ID) to make an application in the Offer and not ASBA Account or bank account
linked UPI ID of any third party;463
16. Bidders not using the UPI Mechanism, were required to submit their Bid cum Application Form directly with SCSBs
and/or the designated branches of SCSBs or the relevant Designated Intermediary, as applicable;
45717. UPI Bidders in the Offer were required to ensure that they would use only their own ASBA Account or only their
own bank account linked UPI ID which is UPI 2.0 certified by NPCI to make an application in the Offer and not
ASBA Account or bank account linked UPI ID of any third party;
18. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment;
19. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or have
otherwise provided an authorisation to the SCSB or Sponsor Banks, as applicable, via the electronic mode, for
blocking funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form,
as the case may be, at the time of submission of the Bid.In case of UPI Bidders submitting their Bids and
participating in the Offer, ensure that you authorise the UPI Mandate Request, including in case of any revision of
Bids,raised by the Sponsor Banks for blocking of funds equivalent to Bid Amount and subsequent debit of funds in
case of Allotment;
20. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of the SEBI circularno. MRD/Dop/Cir-20/2008 dated June 30, 2008, may be exempt from specifying their
PAN for transacting in the securities market, (ii) submitted by investors who are exempt from the requirement of
obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by persons resident in the state
of Sikkim, who, in terms of a SEBI circularno. MRD/DoP/SE/Cir-8 /2006dated July 20, 2006, may be exempted
from specifying their PAN for transacting in the securities market, all Bidders were required to mention their PAN
allotted under the IT Act.The exemption for the Central or the State Government and officials appointed by the
courts and for investors residing in the State of Sikkim is subject to (a) the Demographic Details received
from the respective depositories confirming the exemption granted to the beneficial owner by a suitable description
in the PAN field and the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim,
the address as per the Demographic Details evidencing the same. All other applications in which PAN is not
mentioned will be rejected;
21. Ensure that the Demographic Details are updated, true and correct in all respects;
22. 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;
23. 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;
24. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant
documents including a copy of the power of attorney, if applicable, are submitted;
25. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and Indian
laws;
26. UPI Bidders who wish to Bid should submit Bid with the Designated Intermediaries, pursuant to which the UPI
Bidder was required to ensure acceptance of the UPI Mandate Request received from the Sponsor Banks to authorise
blocking of funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA Account;
27. Since the Allotment will be in demat form only, ensure that the Bidder’s depository account is active, the correct
DP ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form and that the
name of the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the online IPO system
of the Stock Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP ID,
Client ID, PAN and UPI ID, if applicable, available in the Depository database;
28. RIBs who wish to revise their Bids using the UPI Mechanism, were required to submit the revised Bid with the
Designated Intermediaries, pursuant to which RIBs should ensure acceptance of the UPI Mandate Request received
from the Sponsor Banks to authorise blocking of funds equivalent to the revised Bid Amount in the RIB’s ASBA
Account;
29. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00 p.m. IST
on the Bid/ Offer Closing Date;
30. Anchor Investors were required to submit the Anchor Investor Application Forms to the BRLM;
45831. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs,
were 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;
32. Bids by Eligible NRIs for a Bid Amount of less than ₹ 2.00 lakhs would be considered under the Retail Category
for the purposes of allocation and Bids for a Bid Amount exceeding ₹ 2.00 lakhs would be considered under the
Non-Institutional Portion for allocation in the Offer;
33. UPI Bidders were required to ensure that details of the Bid are reviewed and verified by opening the attachment in
the UPI Mandate Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN. Upon the
authorisation of the mandate using his/her UPI PIN, an UPI Bidder may be deemed to have verified the attachment
containing the application details of the UPI Bidder in the UPI Mandate Request and have agreed to block the entire
Bid Amount and authorised the Sponsor Banks to block the Bid Amount mentioned in the Bid Cum Application
Form; and
34. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for Anchor
Investors and UPI Bidders) is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where
the ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch at that location
for the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website
of SEBI at www.sebi.gov.in).
35. Bidders (except UPI Bidders) were required to instruct their respective banks to release the funds blocked in the
ASBA account under the ASBA process. In case of RIBs, once the Sponsor Banks issues the Mandate Request, the
RIBs would be required to proceed to authorize the blocking of funds by confirming or accepting the UPI Mandate
Request to authorize the blocking of funds equivalent to application amount and subsequent debit of funds in case
of Allotment, in a timely manner.
36. UPI Bidders who have revised their Bids subsequent to making the initial Bid were required to also approve the
revised UPI Mandate Request generated by the Sponsor Banks to authorize blocking of funds equivalent to the
revised Bid Amount and subsequent debit of funds in case of Allotment in a timely manner.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Application made using incorrect UPI handle or using a bank account of an SCSB or SCSBs which is not mentioned in
the Annexure ‘A’ to the SEBI circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 is liable to be rejected.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid on another Bid cum Application Form after you have submitted a Bid to a Designated Intermediary;
3. Do not Bid/revise Bid Amount to less than the Floor Price or higher than the Cap Price;
4. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the Bidding
Centres;
5. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA
Forms;
6. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest;
7. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
8. Do not Bid at Cut-off Price (for Bids by QIBsand Non-Institutional Bidders);
9. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
10. Do not submit the Bid for an amount more than funds available in your ASBA account;
11. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum
Application Forms in a colour prescribed for another category of a Bidder;
45912. In case of ASBA Bidders, do not submit more than one ASBA Formfrom an ASBA Account;
13. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking
in the relevant ASBA Account or in the case of UPI Bidders using the UPI Mechanism, in the UPI linked bank
account where funds for making the Bid are available;
14. If you are an UPI Bidder, do not submit more than one Bid cum Application Form for each UPI ID;
15. Anchor Investors should not Bid through the ASBA process;
16. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA
Forms or to our Company;
17. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;
18. Do not submit the General Index Register (GIR) number instead of the PAN;
19. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details for a
beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Offer;
20. 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;
21. Do notBid 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);
22. Do not submit a Bid/revise a Bid Amount, with a price less than the Floor Price or higher than the Cap Price;
23. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
24. Do not Bid on another Bid cum Application Form or the Anchor Investor Application Form, as the case may be,
after you have submitted a Bid to any of the Designated Intermediaries;
25. Do not Bid for Equity Shares more than what is specified for each category;
26. If you are a QIB, do not submit your Bid after 3 p.m. IST on the QIB Bid/Offer Closing Date (for online applications)
and after 12:00 p.m. on the Bid/ Offer Closing Date (for physical applications);
27. 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 applicable laws or
regulations or maximum amount permissible under applicable laws or regulations, or under the terms of the Red
Herring Prospectus and this Prospectus;
28. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid
Amount) at any stage, if you are a QIB or a Non-Institutional Bidder. RIBs can revise or withdraw their Bids on or
before the Bid/ Offer Closing Date;
29. Do not submit Bids to a Designated Intermediary at a location other than the Bidding Centres. If you are UPI Bidder,
do not submit the ASBA Form directly with SCSBs;
30. If you are an UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries and using
your UPI ID for the purpose of blocking of funds, do not use any third-party bank account or third party linked bank
account UPI ID;
31. Do not Bid if you are an OCB;
32. UPI Bidders using the incorrect UPI handle or using a bank account of an SCSB and/ or mobile applications which
is not mentioned in the list provided on the SEBI website is liable to be rejected;
33. Do not submit the Bid cum Application Forms to any non-SCSB bank;
46034. Do not submit a Bid cum Application Form with third party ASBA Bank Account or UPI ID (in case of Bids
submitted by UPI Bidder);
35. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case
of Bids submitted by UPI Bidders; and
36. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any bids
above ₹ 5.00 lakhs.
For helpline details of the Book Running Lead Manager, see “General Information” on page 83.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied
with.
Grounds for technical rejection
In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested to
note that Bids maybe rejected on the following additional technical grounds:
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 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
Banks);
6. Anchor Investors should submit Anchor Investor Application Form only to the Book Running Lead Manager;
7. 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;
8. ASBA Form by the UPI Bidders using third party bank accounts or using third party linked bank account UPI IDs;
9. ASBA Form submitted to a Designated Intermediary does not bear the stamp of the Designated Intermediary;
10. Bids submitted without the signature of the First Bidder or Sole Bidder;
11. The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
12. 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;
13. GIR number furnished instead of PAN;
14. Bids by RIBs with Bid Amount of a value of more than ₹ 2.00 lakhs;
15. Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals;
16. Bids accompanied by stock invest, money order, postal order, or cash; and
17. Bids uploaded by QIBs and by Non-Institutional Bidders after 4.00 pm 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, in case of any pre-Offer or post Offer related issues regarding share certificates/demat credit/refund
orders/unblocking etc., investors shall reach out to our Company Secretary and Compliance Officer. For details of
461Company Secretary and Compliance Officer, see “General Information” on page 83.
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 in
accordance with applicable law.
Further, Bidders shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular (to the
extent applicable) in case of delays in resolving investor grievances in relation to blocking/unblocking of funds. The
BRLM shall be the nodal entity for any issues arising out of public issuance process.
In terms of Regulation 23(5) and Regulation 52 of SEBI ICDR Regulations, the timelines and processes mentioned in
SEBI RTA Master Circular shall continue to form part of the agreements being signed between the intermediaries
involved in the public issuance process and the BRLM shall continue to coordinate with intermediaries involved in the
said process.
For details of grounds for technical rejections of a Bid cum Application Form, see the General Information Document.
Names of entities responsible for finalising the basis of allotment in a fair and proper manner
The authorised employees of the Stock Exchanges, along with the BRLM and the Registrar, 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 has not and will not make any allotment in excess of the Equity Shares through the Offer except in case
of oversubscription for the purpose of rounding off to make allotment, in consultation with the Designated Stock
Exchange. Further, upon oversubscription, an allotment of not more than 1% of the Offer to public may be made for the
purpose of making allotment in minimum lots.
The allotment of Equity Shares to Bidders other than to the Retail Individual Investors, Non-Institutional Investors and
Anchor Investors shall be on a proportionate basis within the respective investor categories and the number of securities
allotted shall be rounded off to the nearest integer, subject to minimum allotment being equal to the minimum application
size as determined and disclosed.
The allotment of Equity Shares to each Retail Individual Investor shall not be less than the minimum bid lot, subject to
the availability of shares in Retail Individual Investor Portion, and the remaining available shares, if any, were required
to be allotted on a proportionate basis.
The Allotment to each Non-Institutional Investor shall not be less than the minimum application size, subject to the
availability of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, were required to
be allotted on a proportionate basis, which was required to be subject to the following, and in accordance with the SEBI
ICDR Regulations: (i) one-third of the Non-Institutional Portion was required to be available for allocation to Bidders
with a Bid size of more than ₹ 2,00,000 and up to ₹ 10,00,000, and (ii) two-thirds of the Non-Institutional Portion was
required to be available for allocation to Bidders with a Bid size of more than ₹ 10,00,000, provided that under-
subscription in either of these two sub-categories of Non-Institutional Portion may be allocated to Bidders in the other
sub-category of Non-Institutional Portion.
The allocation to each Non-Institutional Investor shall not be less than the minimum application size, subject to
availability of Equity Shares in the Non-Institutional Portion and the remaining available Equity Shares, if any, shall be
allocated on a proportionate basis in accordance with the conditions specified in this regard in Schedule XIII of the SEBI
ICDR Regulations.
Payment into Escrow Accounts for Anchor Investors
Our Company, in consultation with the BRLM, in its absolute discretion, decided the list of Anchor Investors to whom
the CAN was sent, pursuant to which the details of the Equity Shares allocated to them in their respective names were
notified to such Anchor Investors. Anchor Investors were not permitted to Bid in the Offer through the ASBA process.
Instead, Anchor Investors were required to transfer the Bid Amount (through direct credit, RTGS, NACH or NEFT). For
Anchor Investors, the payment instruments for payment into the Escrow Accounts was required to be drawn in favour
of:
(a) In case of resident Anchor Investors: “Om Power Transmission Limited - Anchor Investor – R”;
462(b) In case of non-resident Anchor Investors: “Om Power Transmission Limited - Anchor Investor – NR”.
Anchor Investors were required to note that the escrow mechanism is not prescribed by SEBI and has been established as
an arrangement between our Company, the Promoter Selling Shareholders, the Syndicate, the Bankers to the Offer and the
Registrar to the Offer to facilitate collection of Bid Amounts from Anchor Investors.
Undertakings by our Company
Our Company undertakes the following:
(a) The complaints received in respect of the Offer were attended to by our Company expeditiously and satisfactorily;
(b) if Allotment was not made, refunds were not made to the Bidders or listing and trading approvals were not obtained
within the prescribed time period under applicable law, the entire subscription amount received would have been
refunded/unblocked within the time prescribed under applicable law. If there is delay beyond the prescribed time,
our Company was required to pay interest prescribed under the Companies Act, the SEBI ICDR Regulations and
applicable law for the delayed period;
(c) That all steps will be taken 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 within three Working Days of the Bid/
Offer Closing Date or such other timeline as may be prescribed by SEBI;
(d) That funds required for making refunds to unsuccessful Bidders as per the mode(s) disclosed were required to be
made available to the Registrar to the Offer by the Company;
(e) That where refunds (to the extent applicable) were made through electronic transfer of funds, a suitable
communication was required tobe sent to the unsuccessful Bidder within four Working Days from the Bid/ Offer
Closing Date, or such time period as specified by SEBI, giving details of the bank where the refunds shall be credited
along with the amount and the expected date of electronic credit of refund;
(f) The decisions with respect to the Price Band and the Minimum Bid lot as applicable, revision of Price Band, Offer
Price, was required to be taken by our Company, in consultation with the BRLM.
(g) 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 by our Company 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 would be published.
The Stock Exchanges shall be informed promptly;
(h) that if our Company, in consultation with the BRLM withdraw the Offer after the Bid/ Offer Closing Date, our
Company shall be required to file a fresh DRHP with SEBI, in the event our Company and/or the Promoter Selling
Shareholders subsequently decides to proceed with the Offer;
(i) No further Offer of Equity Shares shall be made until the Equity Shares offered through the Red Herring Prospectus
and this Prospectus are listed or until the Bid monies are refunded/ unblocked in the ASBA Accounts on account of
non-listing, under-subscription etc.; and
(j) That adequate arrangements were made to collect all Bid cum Application Forms submitted by Bidders and Anchor
Investor Application Forms from Anchor Investor.
Undertakings by the Promoter Selling Shareholders
Each of the Promoter Selling Shareholders, severally and not jointly, undertakes and/ or confirms the following:
a. The Equity Shares offered pursuant to the Offer for Sale have been held by the Promoter Selling Shareholders
for a period of at least one year prior to the date of the Draft Red Herring Prospectus, and are free and clear of any
liens or encumbrances and, to the extent that the Equity Shares being offered have resulted from a bonus issue, the
bonus issue has been on equity shares held for a period of at least one year prior to the filing of the Draft Red
Herring Prospectus and are eligible for being offered in the Offer for Sale in terms of Regulation 8 of the SEBI
ICDR Regulations;
b. They are the legal and beneficial owners of and has full title to their respective Equity Shares being offered through
the Offer for Sale;
463c. They will not have recourse to the proceeds of the Offer for Sale, until approval for trading of the Equity Shares
from all Stock Exchanges where listing is sought has been received;
d. They will not sell, transfer, dispose of in any manner or create any lien, charge or encumbrance on the Equity Shares
offered in the Offer for Sale;
e. They shall deposit the Equity Shares offered for sale by them in the Offer in an escrow demat account in accordance
with the Share Escrow Agreement;
f. They shall not offer any incentive, whether direct or indirect, in any manner, whether in cash or kind or services or
otherwise to any Bidder for making a Bid in the Offer, and shall not make any payment, direct or indirect, in the
nature of discounts, commission, allowance or otherwise to any person who makes a Bid in the Offer;
g. They will take all such steps as may be required to ensure that the Equity Shares being sold by them in the Offer
for Sale are available for transfer in the Offer for Sale; and
h. They will provide assistance to the Company, as may be reasonably required and necessary in accordance with
applicable laws, for the completion of the necessary formalities in relation to the Equity Shares being offered by
them under the Offer for Sale.
Utilisation of Offer Proceeds
Our Board certifies that:
(a) details of all monies utilised out of the Offer shall be disclosed, and continue to be disclosed till the time any part
of the Offer 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
(b) details of all unutilised monies out of the Offer, 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.
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act,
2013 which is reproduced below:
“Any person who –
(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of
his name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least ₹ 10.00
lakhs or one per cent of the turnover of the Company, whichever is lower, includes imprisonment for a term which shall
not be less than six months extending up to 10 years and fine of an amount not less than the amount involved in the fraud,
extending up to three times such amount (provided that where the fraud involves public interest, such term shall not be
less than three years.) Further, where the fraud involves an amount less than ₹10.00 lakhs or one per cent of the turnover
of the Company, whichever is lower, and does not involve public interest, any person guilty of such fraud shall be
punishable with imprisonment for a term which may extend to five years or with fine which may extend to ₹ 50.00 lakhs
or with both.
464RESTRICTIONS 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
(formerly, Department of Industrial Policy and Promotion) (“DPIIT”) issued the Consolidated FDI Policy Circular of
2020, (“Consolidated FDI Policy”) which, with effect from October 15, 2020, consolidates and supersedes all previous
press notes, press releases and clarifications on FDI issued by the DPIIT that were in force and effect prior to October
15, 2020.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of RBI, provided
that: (i) the activities of the investee company are under the automatic route under the Consolidated FDI Policy and
transfer does not attract the provisions of the SEBI Takeover Regulations,(ii) the non-resident shareholding is
within the sectoral limits under the Consolidated FDI policy, and (iii) the pricing is in accordance with the guidelines
prescribed by the SEBI/RBI. The RBI and the concerned ministry/department are responsible for granting the approval
for foreign investment under the FDI Circular and FEMA.
On October 17, 2019, Ministry of Finance, Department of Economic Affairs, had notified the FEMA Rules, which had
replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident Outside India)
Regulations 2017. Foreign investment in this Issue shall be on the basis of the FEMA Rules. 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, will require prior approval
of the Government, as prescribed in the Consolidated FDI Policy and the FEMA Rules. Subsequently, vide Press Note
No. 2 (2026 Series), dated March 15, 2026 issued by the DPIIT, the Consolidated FDI Policy has been further amended
to, inter alia, define the expression “beneficial owner” and to provide that prior approval of the Government of India shall
be required only where citizen(s) and/or entity(ies) of a country sharing a land border with India hold, directly or
indirectly, individually or cumulatively, more than 10% of the shares, capital or profits of the investor entity, or exercise
control over such investor entity, or exercise ultimate effective control over the investee entity. The amendments under
Press Note No. 2 (2026 Series) shall come into effect from the date of notification of the corresponding amendments to
the FEMA Rules which is awaited as on the date of this Prospectus. Further, in the event of transfer of ownership of any
existing or future FDI 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. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth Amendment) Rules, 2020
issued on December 8, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as an entity of
a particular country nor shall any country be treated as the beneficial owner of the investments of such bank of fund in
India. These investment restrictions shall also apply to subscribers of offshore derivative instruments.
As per the Consolidated FDI Policy, read with FEMA Rules, 100% foreign direct investment is permitted under the
automatic route in the sector in which our Company operates, however, investments under the foreign direct investment
route by entities of a country which shares land border with India or where the beneficial owner of an investment into
India is situated in or is a citizen of any such country will require prior approval of the Government of India. 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 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 pages 451 and 452, respectively.
The Equity Shares offered in the Offer have not been and will not be registered under the U.S. Securities Act
or any state securities laws in the United States, and unless so registered, may not be offered or sold within the
United States, except pursuant to an exemption from, or in a transaction not subject to, the registration
465requirements of the U.S. Securities Act and in accordance with any applicable U.S. state securities laws.
Accordingly, the Equity Shares are being offered and sold outside the United States in ‘offshore transactions’
in reliance on Regulation S under the U.S. Securities Act 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 was given for the benefit of the Bidders. Our Company, the Promoter Selling Shareholders
and the Book Running Lead Manager are not liable for any amendments or modification or changes in applicable
laws or regulations, which may occur after the date of this Prospectus. Bidders were advised to make their
independent investigations, seek independent legal advice about its liability to participate in the Offer and ensure
that the number of Equity Shares Bid did not exceed the applicable limits under laws or regulations.
466SECTION VIII: DESCRIPTION OF EQUITY SHARES AND TERMS OF ARTICLES OF ASSOCIATION
Capitalised terms used in this section have the meaning that has been given to such terms in the Articles of Association
of our Company. The main provisions of the Articles of Association of our Company are detailed below.
No material clause of the Articles of Association having bearing on the Offer or the disclosures required in this
Prospectus has been omitted. As on the date of this Prospectus, the provisions of the Articles of Association of our
Company are in compliance with the Companies Act and applicable securities laws.
*Adoption of Articles of Association Vide Special Resolution Passed by the Members through Extra-Ordinary
General Meeting held on September 08, 2025.
THE COMPANIES ACT, 2013
COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION*
OF
OM POWER TRANSMISSION LIMITED
CONSTITUTION OF THE COMPANY
1. The Regulations contained in Table ‘F’ in the First Schedule to the Companies Act, 2013 shall not apply to the
Company except in so far as they are embodied in the following Articles, which shall be the regulations for the
Management of the Company.
INTERPRETATION CLAUSE
2. The marginal notes hereto shall not affect the construction hereof. In these presents, the following words and
expressions shall have the following meanings unless excluded by the subject or context:
a) ‘The Act’ or ‘The Companies Act’ shall mean ‘The Companies Act, 2013, its rules and any statutory
modifications or reenactments thereof.’
b) ‘The Board’ or ‘The Board of Directors’ means a meeting of the Directors duly called and constituted
or as the case may be, the Directors assembled at a Board, or the requisite number of Directors entitled
to pass a circular resolution in accordance with these Articles.
c) ‘The Company’ or ‘This Company’ means OM POWER TRANSMISSION LIMITED
d) ‘Directors’ means the Directors for the time being of the Company.
e) ‘Writing’ includes printing, lithograph, typewriting and any other usual substitutes for writing.
f) ‘Members’ means members of the Company holding a share or shares of any class.
g) ‘Month’ shall mean a calendar month.
h) ‘Paid-up’ shall include ‘credited as fully paid-up’.
i) ‘Person’ shall include any corporation as well as individual.
j) ‘These presents’ or ‘Regulations’ shall mean these Articles of Association as now framed or altered
from time to time and shall include the Memorandum where the context so requires.
k) ‘Section’ or ‘Sec.’ means Section of the Act.
l) Words importing the masculine gender shall include the feminine gender.
467m) Except where the context otherwise requires, words importing the singular shall include the plural and
the words importing the plural shall include the singular.
n) ‘Special Resolution’ means special resolution as defined by Section 114 in the Act.
o) ‘The Office’ means the Registered Office for the time being of the Company.
p) ‘The Register’ means the Register of Members to be kept pursuant to Section 88 of the Companies Act,
2013.
q) ‘Proxy’ includes Attorney duly constituted under a Power of Attorney.
3. Except as provided by Section 67, no part of funds of the Company shall be employed in the purchase of the
shares of the Company, and the Company shall not directly or indirectly and whether by shares, or loans, give,
guarantee, the provision of security or otherwise any financial assistance for the purpose of or in connection
with a purchase or subscription made or to be made by any person of or for any shares in the Company.
4. The Authorized Share Capital of the Company shall be as prescribed in Clause V of the Memorandum of
Association of the Company.
5. Subject to the provisions of the Act and these Articles, the shares in the capital of the Company for the time
being (including any shares forming part of any increased capital of the Company) shall be under the control of
the Board who may allot 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 or at a discount (subject to compliance with the provisions of the
Act) and at such terms as they may, from time to time, think fit and proper and with the sanction of the Company
in General Meeting by a Special Resolution give to any person the option to call for or be allotted shares of any
class of the Company, either at par, at a premium or subject as aforesaid at a discount, such option being
exercisable at such times and for such consideration as the Board thinks fit unless the Company in General
Meeting, by a Special Resolution, otherwise decides. Any offer of further shares shall be deemed to include a
right, exercisable by the person to whom the shares are offered, to renounce the shares offered to him in favour
of any other person.
Subject to the provisions of the Act, any redeemable Preference Share, including Cumulative Convertible
Preference Share may, with the sanction of an ordinary resolution be issued on the terms that they are, or at the
option of the Company are liable to be redeemed or converted on such terms and in such manner as the Company,
before the issue of the shares may, by special resolution, determine.
6. The Company in General Meeting, by a Special Resolution, may determine that any share (whether forming
part of the original capital or of any increased capital of the Company) shall be offered to such persons (whether
members or holders of debentures of the Company or not), giving them the option to call or be allotted shares
of any class of the Company either at a premium or at par or at a discount, (subject to compliance with the
provisions of Section 53) such option being exercisable at such times and for such consideration as may be
directed by a Special Resolution at a General Meeting of the Company or in General Meeting and may take any
other provisions whatsoever for the issue, allotment or disposal of any shares.
7. The Board may at any time increase the subscribed capital of the Company by issue of new shares out of the
unissued part of the Share Capital in the original or subsequently created capital, but subject to Section 62 of
the Act, and subject to the following conditions namely:
I. (a) Such further shares shall be offered to the persons who, at the date of the offer, are holder of the equity
shares of the Company in proportion, as nearly as circumstances admit, to the capital paid up on those
shares at that date.
(b) The offer aforesaid shall be made by notice specifying the number of shares offered and limiting a time
not being less than statutory timeline mentioned in the Act, from the date of the offer within which the
offer, if not accepted, will be deemed to have been declined.
468(c) The offer aforesaid shall be deemed to include a right exercisable by the person concerned to renounce
the shares offered to him or any of them in favour of any other person and the notice referred to in
clause (b) shall contain a statement of this right.
(d) After the expiry of the time specified in the notice aforesaid, or in respect of earlier intimation from the
person to whom such notice is given that he declines to accept the shares offered, the Board may dispose
of them in such manner as it thinks most beneficial to the Company.
II. The Directors may, with the sanction of the Company in General Meeting by means of a special resolution,
offer and allot shares to any person at their discretion by following the provisions of section 62 of the Act
and other applicable provisions, if any.
III. Nothing in this Article shall apply to the increase in the subscribed capital of the Company which has been
approved by:
(a) A Special Resolution passed by the Company in General Meeting before the issue of the debentures or
the raising of the loans, and
(b) The Central Government before the issue of the debentures or raising of the loans or is in conformity
with the rules, if any, made by that Government in this behalf.
8. (1) The rights attached to each class of shares (unless otherwise provided by the terms of the issue of the shares of the
class) may, subject to the provisions of Section 48 of the Act, be varied with the consent in writing of the holders
of not less than three fourths of the issued shares of that class or with the sanction of a Special Resolution passed
at a General Meeting of the holders of the shares of that class.
(2) To every such separate General Meeting, the provisions of these Articles relating to General Meeting shall Mutatis
Mutandis apply, but so that the necessary quorum shall be two persons at least holding or representing by proxy
one-tenth of the issued shares of that class.
9. Issue of further shares with disproportionate rights
Subject to the provisions of the Act, the rights conferred upon the holders of the shares of any class issued with
preferred or other rights or not, unless otherwise expressly provided for by the terms of the issue of shares of
that class, be deemed to be varied by the creation of further shares ranking pari passu therewith.
10. Not to issue shares with disproportionate rights
The Company shall not issue any shares (not being Preference Shares) which carry voting rights or rights in the
Company as to dividend, capital or otherwise which are disproportionate to the rights attached to the holders of
other shares not being Preference Shares.
11. Power to pay commission
The Company may, at any time, pay a commission to any person for subscribing or agreeing to subscribe
(whether absolutely or conditionally) for any share, debenture or debenture stock of the Company or procuring
or agreeing to procure subscriptions (whether absolute or conditional) for shares, such commission in respect of
shares shall be paid or payable out of the capital, the statutory conditions and requirements shall be observed
and complied with and the amount or rate of commission shall not exceed five percent of the price at which the
shares are issued and in the case of debentures, the rate of commission shall not exceed, two and half percent of
the price at which the debentures are issued. The commission may be satisfied by the payment of cash or the
allotment of fully or partly paid shares or partly in one way and partly in the other. The Company may also, on
any issue of shares, pay such brokerage as may be lawful.
12. Liability of joint holders of shares
The joint holders of a share or shares shall be severally as well as jointly liable for the payment of all installments
and calls due in respect of such share or shares.
46913. Trust not recognised
Save as otherwise provided by these Articles, the Company shall be entitled to treat the registered holder of any
share as the absolute owner thereof and accordingly, the Company shall not, except as ordered by a Court of
competent jurisdiction or as by a statute required, be bound to recognised any equitable, contingent, future or
partial interest lien, pledge or charge in any share or (except only by these presents otherwise provided for) any
other right in respect of any share except an absolute right to the entirety thereof in the registered holder.
14. Issue other than for cash
a) The Board may issue and allot shares in the capital of the Company as payment or part payment for
any property sold or goods transferred or machinery or appliances supplied or for services rendered or
to be rendered to the Company in or about the formation or promotion of the Company or the
acquisition and or conduct of its business and shares may be so allotted as fully paid-up shares, and if
so issued, shall be deemed to be fully paid-up shares.
b) As regards all allotments, from time to time made, the Board shall duly comply with Section 39 of the
Act.
15. Acceptance of shares
An application signed by or on behalf of the applicant for shares in the Company, followed by an allotment of
any share therein, shall be acceptance of the shares within the meaning of these Articles; and every person who
thus or otherwise accepts any share and whose name is on the Register shall, for the purpose of these Articles,
be a shareholder.
16. Member’ right to share Certificates
1. Every person whose name is entered as a member in the Register shall be entitled to receive without
payment:
a. One certificate for all his shares; or
b. Share certificate shall be issued in marketable lots, where the share certificates are issued
either for more or less than the marketable lots, sub-division/consolidation into marketable
lots shall be done free of charge.
2. The Company shall, within two months after the allotment and within fifteen days after application for
registration of the transfer of any share or debenture, complete and have it ready for delivery; the share
certificates for all the shares and debentures so allotted or transferred unless the conditions of issue of
the said shares otherwise provide.
3. Every certificate shall be under the signature of two Directors and/or the Company Secretary of the
Companyand shall specify the shares to which it relates and the amount paid-up thereon.
4. The certificate of title to shares and duplicates thereof when necessary shall be issued under the
signature of two Directors and/or the Company Secretary of the Company or authorized official(s) of
the Company.
17. One Certificate for joint holders
In respect of any share or shares held jointly by several persons, the Company shall not be bound to issue more
than one certificate for the same share or shares and the delivery of a certificate for the share or shares to one of
several joint holders shall be sufficient delivery to all such holders. Subject as aforesaid, where more than one
share is so held, the joint holders shall be entitled to apply jointly for the issue of several certificates in
accordance with Article 20 below.
47018. Renewal of Certificate
If a certificate be worn out, defaced, destroyed, or lost or if there is no further space on the back thereof for
endorsement of transfer, it shall, if requested, be replaced by a new certificate without any fee, provided however
that such new certificate shall not be given except upon delivery of the worn out or defaced or used up certificate,
for the purpose of cancellation, or upon proof of destruction or loss, on such terms as to evidence, advertisement
and indemnity and the payment of out of pocket expenses as the Board may require in the case of the certificate
having been destroyed or lost. Any renewed certificate shall be marked as such in accordance with the provisions
of the act in force.
For every certificate issued under the last preceding Article, no fee shall be charged by the Company.
19. Splitting and consolidation of Share Certificate
The shares of the Company will be split up/consolidated in the following circumstances:
(i) At the request of the member/s for split up of shares in marketable lot.
(ii) At the request of the member/s for consolidation of fraction shares into marketable lot.
20. Directors may issue new Certificate(s)
Where any share under the powers in that behalf herein contained are sold by the Directors and the certificate
thereof has not been delivered up to the Company by the former holder of the said shares, the Directors may
issue a new certificate for such shares distinguishing it in such manner as they think fit from the certificate not
so delivered up.
21. Person by whom installments are payable
If, by the conditions of allotment of any share, the whole or part of the amount or issue price thereof shall be
payable by installments, every such installment, shall, when due, be paid to the Company by the person who for
the time being and from time to time shall be the registered holder of the share or his legal representative or
representatives, if any.
LIEN
22. Company’s lien on shares
The Company shall have first and paramount lien upon all shares other than fully paid-up shares registered in
the name of any member, either or jointly with any other person, and upon the proceeds or sale thereof for all
moneys called or payable at a fixed time in respect of such shares and such lien shall extend to all dividends
from time to time declared in respect of such shares. But the Directors, at any time, may declare any share to be
exempt, wholly or partially from the provisions of this Article. Unless otherwise agreed, the registration of
transfer of shares shall operate as a waiver of the Company’s lien, if any, on such shares.
23. As to enforcing lien by sale
For the purpose of enforcing such lien, the Board of Directors may sell the shares subject thereto in such manner
as it thinks fit, but no sale shall be made until the expiration of 14 days after a notice in writing stating and
demanding payment of such amount in respect of which the lien exists has been given to the registered holders
of the shares for the time being or to the person entitled to the shares by reason of the death of insolvency of the
register holder.
24. Authority to transfer
a. To give effect to such sale, the Board of Directors may authorise any person to transfer the shares sold
to the purchaser thereof and the purchaser shall be registered as the holder of the shares comprised in
any such transfer.
471b. The purchaser shall not be bound to see the application of the purchase money, nor shall his title to the
shares be affected by any irregularity or invalidity in the proceedings relating to the sale.
25. Application of proceeds of sale
The net proceeds of any such sale shall be applied in or towards satisfaction of the said moneys due from the
member and the balance, if any, shall be paid to him or the person, if any, entitled by transmission to the shares
on the date of sale.
CALLS ON SHARES
26. Calls
Subject to the provisions of Section 49 of the Act, the Board of Directors may, from time to time, make such
calls as it thinks fit upon the members in respect of all moneys unpaid on the shares held by them respectively
and not by the conditions of allotment thereof made payable at fixed times, and the member shall pay the amount
of every call so made on him to the person and at the time and place appointed by the Board of Directors.
27. When call deemed to have been made
A call shall be deemed to have been made at the time when the resolution of the Directors authorising such call
was passed. The Board of Directors making a call may by resolution determine that the call shall be deemed to
be made on a date subsequent to the date of the resolution, and in the absence of such a provision, a call shall
be deemed to have been made on the same date as that of the resolution of the Board of Directors making such
calls.
28. Length of Notice of call
Not less than thirty days’ notice of any call shall be given specifying the time and place of payment provided
that before the time for payment of such call, the Directors may, by notice in writing to the members, extend the
time for payment thereof.
29. Sum payable in fixed installments to be deemed calls
If by the terms of issue of any share or otherwise, any amount is made payable at any fixed times, or by
installments at fixed time, whether on account of the share or by way of premium, every such amount or
installment shall be payable as if it were a call duly made by the Directors, on which due notice had been given,
and all the provisions herein contained in respect of calls shall relate and apply to such amount or installment
accordingly.
30. When interest on call or installment payable
If the sum payable in respect of any call or, installment be not paid on or before the day appointed for payment
thereof, the holder for the time being of the share in respect of which the call shall have been made or the
installment shall fall due, shall pay interest for the same at the rate of 12 percent per annum, from the day
appointed for the payment thereof to the time of the actual payment or at such lower rate as the Directors may
determine. The Board of Directors shall also be at liberty to waive payment of that interest wholly or in part.
31. Sums payable at fixed times to be treated as calls
The provisions of these Articles as to payment of interest shall apply in the case of non-payment of any such
sum which by the terms of issue of a share, become payable at a fixed time, whether on account of the amount
of the share or by way of premium, as if the same had become payable by virtue of a call duly made and notified.
32. Payment of call in advance
The Board of Directors, may, if it thinks fit, receive from any member willing to advance all of or any part of
the moneys uncalled and unpaid upon any shares held by him and upon all or any part of the moneys so advance
may (until the same would, but for such advance become presently payable) pay interest at such rate as the
472Board of Directors may decide but shall not in respect of such advances confer a right to the dividend or
participate in profits.
33. Partial payment not to preclude forfeiture
Neither a judgment nor a decree in favour of the Company for calls or other moneys due in respect of any share
nor any part payment or satisfaction thereunder, nor the receipt by the Company of a portion of any money
which shall from, time to time, be due from any member in respect of any share, either by way of principal or
interest nor any indulgency granted by the Company in respect of the payment of any such money shall preclude
the Company from thereafter proceeding to enforce a forfeiture of such shares as herein after provided.
FORFEITURE OF SHARES
34. If call or installment not paid, notice may be given
If a member fails to pay any call or installment of a call on the day appointed for the payment not paid thereof,
the Board of Directors may during such time as any part of such call or installment remains unpaid serve a notice
on him requiring payment of so much of the call or installment as is unpaid, together with any interest, which
may have accrued. The Board may accept in the name and for the benefit of the Company and upon such terms
and conditions as may be agreed upon, the surrender of any share liable to forfeiture and so far as the law permits
of any other share.
35. Evidence action by Company against shareholders
On the trial or hearing of any action or suit brought by the Company against any shareholder or his representative
to recover any debt or money claimed to be due to the Company in respect of his share, it shall be sufficient to
prove that the name of the defendant is or was, when the claim arose, on the Register of shareholders of the
Company as a holder, or one of the holders of the number of shares in respect of which such claim is made, and
that the amount claimed is not entered as paid in the books of the Company and it shall not be necessary to prove
the appointment of the Directors who made any call nor that a quorum of Directors was present at the Board at
which any call was made nor that the meeting at which any call was made was duly convened or constituted nor
any other matter whatsoever; but the proof of the matters aforesaid shall be conclusive evidence of the debt.
36. Form of Notice
The notice shall name a further day (not earlier than the expiration 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 shall state that, in the event
of non-payment on or before the day appointed, the shares in respect of which the call was made will be liable
to be forfeited.
37. If notice not complied with, shares may be forfeited
If the requirements of any such notice as, aforementioned are not complied with, any share in respect of which
the notice has been given May at any time thereafter, before the payment required by the notice has been made,
be forfeited by a resolution of the Board to that effect. Such forfeiture shall include all dividends declared in
respect of the forfeited shares and not actually paid before the forfeiture.
38. Notice after forfeiture
When any share shall have been so forfeited, notice of the resolution shall be given to the member in whose
name it stood immediately prior to the forfeiture and an entry of the forfeiture shall not be in any manner
invalidated by any omission or neglect to give such notice or to make such entry as aforesaid.
39. Boards’ right to dispose of forfeited shares or cancellation of forfeiture
A forfeited or surrendered share may be sold or otherwise disposed off on such terms and in such manner as the
Board may think fit, and at any time before such a sale or disposal, the forfeiture may be cancelled on such terms
as the Board may think fit.
40. Liability after forfeiture
473A person whose shares have been forfeited shall cease to be a member in respect of the forfeited shares but shall,
notwithstanding such forfeiture, remain liable to pay and shall forthwith pay the Company all moneys, which at
the date of forfeiture is payable by him to the Company in respect of the share, whether such claim be barred by
limitation on the date of the forfeiture or not, but his liability shall cease if and when the Company received
payment in full of all such moneys due in respect of the shares.
41. Effect of forfeiture
The forfeiture of a share shall involve in the extinction of all interest in and also of all claims and demands
against the Company in respect of the shares and all other rights incidental to the share, except only such of
these rights as by these Articles are expressly saved.
42. Evidence of forfeiture
A duly verified declaration in writing that the declarant is a Director 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, and that declaration and the receipt of
the Company for the consideration, if any, given for the shares on the sale or disposal thereof, shall constitute a
good title to the share and the person to whom the share is sold or disposed of shall be registered as the holder
of the share and shall not be bound to see to the application of the purchase money (if any ) nor shall his title to
the share be affected by any irregularity or invalidity in the proceedings in reference to the forfeiture, sale or
disposal of the share.
43. Non-payment of sums payable at fixed times
The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which by
terms of issue of a share, becomes payable at a fixed time, whether, on account of the amount of the share or by
way of premium or otherwise as if the same had been payable by virtue of a call duly made and notified.
44. Validity of such sales
Upon any sale after forfeiture or for enforcing a lien in purported exercise of the powers herein before given,
the Directors may cause the purchaser’s name to be entered in the register in respect of the shares sold and may
issue fresh certificate in the name of such a purchaser. The purchaser shall not be bound to see to the regularity
of the proceedings, nor to the application of the purchase money and after his name has been entered in the
register in respect of such shares, the validity of the sale shall not be impeached by any person and the remedy
of any person aggrieved by the sale shall be in damages only and against the Company exclusively.
TRANSFER AND TRANSMISSION OF SHARES
45. Transfer
a. The instrument of transfer of any share in the Company shall be executed both by the transferor and
the transferee and the transferor shall be deemed to remain holder of the shares until the name of the
transferee is entered in the register of members in respect thereof.
b. The Board shall not register any transfer of shares unless a proper instrument of transfer duly stamped
and executed by the transferor and the transferee has been delivered to the Company along with the
certificate and such other evidence as the Company may require to prove the title of the transferor or
his right to transfer the shares.
Provided that where it is proved to the satisfaction of the Board that an instrument of transfer signed by the
transferor and the transferee has been lost, the Company may, if the Board thinks fit, on an application on such
terms in writing made by the transferee and bearing the stamp required for an instrument of transfer, register the
transfer on such terms as to indemnity as the Board may think fit.
c. An application for the registration of the transfer of any share or shares may be made either by the
transferor or the transferee, provided that where such application is made by the transferor, no
registration shall, in the case of partly paid shares, be effected unless the Company gives notice of the
application to the transferee. The Company shall, unless objection is made by the transferee within two
474weeks from the date of receipt of the notice, enter in the register the name of the transferee in the same
manner and subject to the same conditions as if the application for registration was made by the
transferee.
d. For the purpose of Sub-clause (c), notice to the transferee shall be deemed to have been duly given if
dispatched by prepaid registered post to the transferee at the address given in the instrument of transfer
and shall be delivered in the ordinary course of post.
e. Nothing in Sub-clause (d) shall prejudice any power of the Board to register as a shareholder any person
to whom the right to any share has been transmitted by operation of law.
46. Form of transfer
Shares in the Company shall be transferred by an instrument in writing in such common form as specified in
Section 56 of the Companies Act.
47. Board’s right to refuse to register
The Board, May, at its absolute discretion and without assigning any reason, decline to register;
1. The transfer of any share, whether fully paid or not, to a person of whom it do not approve or
2. Any transfer or transmission of shares on which the Company has a lien
a. Provided that registration of any 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 except a lien on the shares.
b. If the Board refuses to register any transfer or transmission of right, it shall, within fifteen
days from the date of which the instrument or transfer of the intimation of such transmission
was delivered to the 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.
c. In case of such refusal by the Board, the decision of the Board shall be subject to the right of
appeal conferred by Section 58.
d. The provisions of this clause shall apply to transfers of stock also.
48. Further right of Board of Directors to refuse to register
a. The Board may, at its discretion, decline to recognize or accept instrument of transfer of shares unless
the instrument of transfer is in respect of only one class of shares.
b. No fee shall be charged by the Company for registration of transfers or for effecting transmission on
shares on the death of any member or for registering any letters of probate, letters of administration
and similar other documents.
c. Notwithstanding anything contained in Sub-articles (b) and (c) of Article 46, the Board may not accept
applications for sub-division or consolidation of shares into denominations of less than hundred (100)
except when such a sub-division or consolidation is required to be made to comply with a statutory
order or an order of a competent Court of Law or a request from a member to convert his holding of
odd lots, subject however, to verification by the Company.
d. The Directors may not accept applications for transfer of less than 100 equity shares of the Company,
provided however, that these restrictions shall not apply to:
i. Transfer of equity shares made in pursuance of a statutory order or an order of competent
court of law.
ii. Transfer of the entire equity shares by an existing equity shareholder of the Company holding
less than hundred (100) equity shares by a single transfer to joint names.
475iii. Transfer of more than hundred (100) equity shares in favour of the same transferee under one
or more transfer deeds, one or more of them relating to transfer of less than hundred (100)
equity shares.
iv. Transfer of equity shares held by a member which are less than hundred (100) but which have
been allotted to him by the Company as a result of Bonus and/or Rights shares or any shares
resulting from Conversion of Debentures.
v. The Board of Directors be authorised not to accept applications for sub-division or
consolidation of shares into denominations of less than hundred (100) except when such sub-
division or consolidation is required to be made to comply with a statutory order of a Court of
Law or a request from a member to convert his holding of odd lots of shares into
transferable/marketable lots, subject, however, to verification by the Company.
Provided that where a member is holding shares in lots higher than the transferable limit of trading and
transfers in lots of transferable unit, the residual shares shall be permitted to stand in the name of such
transferor not withstanding that the residual holding shall be below hundred (100).
49. Rights to shares on death of a member for transmission
a. In the event of death of any one or more of several joint holders, the survivor, or survivors, alone shall
be entitled to be recognised as having title to the shares.
b. In the event of death of any sole holder or of the death of last surviving holder, the executors or
administrators of such holder or other person legally entitled to the shares shall be entitled to be
recognised by the Company as having title to the shares of the deceased.
Provided that on production of such evidence as to title and on such indemnity or other terms as the Board may
deem sufficient, any person may be recognised as having title to the shares as heir or legal representative of the
deceased shareholder.
Provided further that if the deceased shareholder was a member of a Hindu Joint Family, the Board, on being
satisfied to that effect and on being satisfied that the shares standing in his name in fact belonged to the joint
family, may recognise the survivors of Karta thereof as having titles to the shares registered in the name of such
member.
Provided further that in any case, it shall be lawful for the Board in its absolute discretion, to dispense with the
production of probate or letters of administration or other legal representation upon such evidence and such
terms as to indemnity or otherwise as the Board may deem just.
50. Rights and liabilities of person
1. Any person becoming entitled to a share in consequence of the death or insolvency of a member may,
upon such evidence being produced as may from time to time be required by the Board and subject as
herein, after provided elect either
a. to be registered himself as a 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 registration as it would have
had, if the deceased or insolvent member had transferred the share before his death or insolvency.
51. Notice by such a person of his election
a. If the person so becoming entitled shall elect to be registered as holder of the shares himself, he shall
deliver or send to the Company a notice in writing signed by him stating that he so elects.
b. If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a
transfer of the share.
476c. All the limitations, restrictions and provisions of these regulations relating to the right to transfer and
the registration of transfers of shares shall be applicable to any such notice or transfer as aforesaid as
if the death or insolvency of the member had not occurred and the notice of transfer had been signed
by that member.
52. No transfer to infant, etc.
No transfer shall be made to an infant or a person of unsound mind.
53. Endorsement of transfer and issue of certificate
Every endorsement upon the certificate of any share in favour of any transferee shall be signed by the Secretary
or by some person for the time being duly authorised by the Board in that behalf.
54. Custody of transfer
The instrument of transfer shall, after registration, remain in the custody of the Company. The Board may cause
to be destroyed all transfer deeds lying with the Company for a period of ten years or more.
55. Register of members
a. The Company shall keep a book to be called the Register of Members, and therein shall be entered the
particulars of every transfer or transmission of any share and all other particulars of shares required by
the Act to be entered in such Register.
Closure of Register of members
b. The Board may, after giving not less than seven days previous notice by advertisement in some
newspapers circulating in the district in which the Registered Office of the Company is situated, close
the Register of Members or the Register of Debenture Holders for any period or periods not exceeding
in the aggregate forty-five days in each year but not exceeding thirty days at any one time.
When instruments of transfer to be retained
c. All instruments of transfer which shall be registered shall be retained by the Company but any
instrument of transfer which the Directors may decline to register shall be returned to the person
depositing the same.
56. Company’s right to register transfer by apparent legal owner
The Company shall incur no liability or responsibility whatever in consequence of their registering or giving
effect to any transfer of shares made or purporting to be made by any apparent legal owner thereof (as shown or
appearing in the Register of Members) to the prejudice of persons having or claiming any equitable right, title
or interest to or in the same shares not withstanding that the Company may have had notice of such equitable
right or title or interest prohibiting registration of such transfer and may have entered such notice referred thereto
in any book of the Company and the Company shall not be bound by or required to regard or attend to or give
effect to any notice which may be given to it of any equitable right, title or interest or be under any liability
whatsoever for refusing or neglecting so to do, though it may have been entered or referred to in the books of
the Company; but the Company shall nevertheless be at liberty to have regard and to attend to any such notice
and give effect thereto, if the Board shall so think fit.
ALTERATION OF CAPITAL
57. Alteration and consolidation, sub-division and cancellation of shares
The Company may, from time to time, in accordance with the provisions of the Act, alter by Ordinary
Resolution, the conditions of the Memorandum of Association as follows:
1. Increase its share capital by such amount as it thinks expedient by issuing new shares;
2. Consolidate and divide all or any of its share capital into shares of larger amount than its existing
shares;
4773. Convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up
shares of the denomination;
4. sub-divide its shares, or any of them, into shares of smaller amount than is fixed by the Memorandum,
so however, that in the sub-division on the proportion between the amount paid and the amount, if any,
unpaid, on each reduced share shall be the same as it was in the case of the shares from which the
reduced share is derived.
5. (a). Cancel shares which, at the date of passing of the resolution in that behalf, have not been taken
or agreed to be taken by any person, and diminish the amount of its share capital by the amount
of the shares so cancelled.
(b). The resolution whereby any share is sub-divided may determined that, as between the holder
of the shares resulting from such sub-division, one or more such shares shall have some
preference or special advantage as regards dividend, capital or otherwise over or as compared
with the others.
6. Classify and reclassify its share capital from the shares on one class into shares of other class or classes
and to attach thereto respectively such preferential, deferred, qualified or other special rights,
privileges, conditions or restrictions and to vary, modify or abrogate any such rights, privileges,
conditions or restrictions in such manner as may for the time being be permitted under legislative
provisions for the time being in force in that behalf.
58. Reduction of capital, etc. by Company
The Company may, by Special Resolution, reduce in any manner with and subject to any incident authorised
and consent as required by law:
a. its share capital;
b. any capital redemption reserve account; or
c. any share premium account.
SURRENDER OF SHARES
59. Surrender of shares
The Directors may, subject to the provisions of the Act, accept the surrender of any share by way of compromise
of any question as to the holder being properly registered in respect thereof.
MODIFICATION OF RIGHTS
60. Power of modify shares
The rights and privileges attached to each class of shares may be modified, commuted, affected, and abrogated
in the manner provided in Section 48 of the Act.
SET OFF OF MONEY DUE TO SHAREHOLDERS
61. Set-off of moneys due to shareholders
Any money due from the Company to a shareholder may, without the consent of such shareholder, be applied
by the Company in or towards payment of any money due from him, either alone or jointly with any other
person, to the Company in respect of calls.
CONVERSION OF SHARES INTO STOCK
62. Conversion of shares
The Company may, by Ordinary Resolution, convert all or any fully paid share(s) of any denomination into
stock and vice versa.
47863. Transfer of stock
The holders of stock may transfer the same or any part thereof in the same manner as, and subject to the same
regulations, under which, the shares from which the stock arose might before the conversion have been
transferred, or as near thereto as circumstances admit; provided that the Board may, from time to time, fix the
minimum amount of stock transferable, so, however, that such minimum shall not exceed the nominal amount
of the shares from which the stock arose.
64. Right of stockholders
The holders of the stock shall, according to the amount of the 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 its 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.
65. Applicability of regulations to stock and stockholders
Such of the regulations contained in these presents, other than those relating to share warrants as are applicable
to paid-up shares shall apply to stock and the words shares and shareholder in these presents shall include stock
and stockholder respectively.
66. DEMATERIALISATION OF SECURITIES
a) Definitions
For the purpose of this Article:
‘Beneficial Owner’ means a person or persons whose name is recorded as such with a depository;
‘SEBI’ means the Securities and Exchange Board of India;
‘Depository’ means a company formed and registered under the Companies Act, 2013, and which has
been granted a certificate of registration to act as a depository under the Securities and Exchange Board
of India Act, 1992, and
‘Security’ means such security as may be specified by SEBI from time to time.
b) Dematerialisation of securities
Notwithstanding anything contained in these Articles, the Company shall be entitled to dematerialise
or rematerialise its securities and to offer securities in a dematerialised form pursuant to the
Depositories Act, 1996 and the rules framed thereunder, if any.
c) Options for investors
Every person subscribing to securities offered by the Company shall have the option to receive security
certificates or to hold the securities with a depository. Such a person, who is the beneficial owner of
the securities, can at any time opt out of a depository, if permitted by law, in respect of any security in
the manner provided by the Depositories Act and the Company shall, in the manner and within the time
prescribed, issue to the beneficial owner the required certificates of securities. If a person opts to hold
his security with a depository, the Company shall intimate such depository the details of allotment of
the security, and on receipt of the information, the depository shall enter in its record the name of the
allottee as the beneficial owner of the security.
d) Securities in depositories to be in fungible form
All securities held by a depository shall be dematerialised and be in fungible form. Nothing contained
in Sections 89 and 186 of the Act shall apply to a depository in respect of the securities held by it on
behalf of the beneficial owners.
479e) Rights of depositories and beneficial owners:
i. Notwithstanding anything to the contrary contained in the Act or these Articles, a depository
shall be deemed to be the registered owner for the purposes of effecting transfer of ownership
of security on behalf of the beneficial owner.
ii. Save as otherwise provided in (a) above, the depository, as the registered owner of the
securities, shall not have any voting rights or any other rights in respect of the securities held
by it.
iii. Every person holding securities of the Company and whose name is entered as the beneficial
owner in the records of the depository shall be deemed to be a member of the Company. The
beneficial owner of the securities shall be entitled to all the rights and benefits and be subject
to all the liabilities in respect of his securities which are held by a depository.
f) Service of documents
Notwithstanding anything in the Act or these Articles to the contrary, where securities are held in a
depository, the records of the beneficial ownership may be served by such depository on the Company
by means of electronic mode or by delivery of floppies or discs.
g) Transfer of securities
Nothing contained in Section 56 of the Act or these Articles shall apply to transfer of securities effected
by a transferor and transferee both of whom are entered as beneficial owners in the records of a
depository.
h) Allotment of securities dealt with in a depository
Notwithstanding anything in the Act or these Articles, where securities are dealt with in a depository,
the Company shall intimate the details thereof to the depository immediately on allotment of such
securities.
i) Distinctive numbers of securities held in a depository
Nothing contained in the Act or these Articles regarding the necessity of having distinctive numbers of
securities issued by the Company shall apply to securities held in a depository.
j) Register and Index of Beneficial owners
The Register and Index of Beneficial Owners, maintained by a depository under the Depositories Act,
1996, shall be deemed to be the Register and Index of Members and Security Holders for the purposes
of these Articles.
k) Company to recognize the rights of registered holders as also the beneficial owners in the records
of the depository
Save as herein otherwise provided, the Company shall be entitled to treat the person whose name
appears on the Register of Members as the holder of any share, as also the beneficial owner of the
shares in records of the depository as the absolute owner thereof as regards receipt of dividends or
bonus or services of notices and all or any other matters connected with the Company, and accordingly,
the Company shall not, except as ordered by a Court of competent jurisdiction or as by law required,
be bound to recognize any benami trust or equity or equitable, contingent or other claim to or interest
in such share on the part of any other person, whether or not it shall have express or implied notice
thereof.
GENERAL MEETINGS
67. Annual General Meeting
The Company shall in each year hold in addition to the other meetings a general meeting which shall be styled
as its Annual General Meeting at intervals and in accordance with the provisions of Section 96 of the Act.
48068. Extraordinary General Meeting
1. Extraordinary General Meetings may be held either at the Registered Office of the Company or at such
convenient place as the Board or the Managing Director (subject to any directions of the Board) may
deem fit.
Right to summon Extraordinary General Meeting
2. The Chairman or Vice Chairman may, whenever they think fit, and shall if so directed by the Board,
convene an Extraordinary General Meeting at such time and place as may be determined.
69. Extraordinary Meeting by requisition
a. The Board shall, on the requisition of such number of members of the Company as is specified below,
proceed duly to call an Extraordinary General Meeting of the Company and comply with the provisions
of the Act in regard to meetings on requisition.
b. The requisition shall set our matters for the consideration of which the meeting is to be called, shall be
signed by the requisitionists and shall be deposited at the Registered Office of the Company or sent to
the Company by Registered Post addressed to the Company at its Registered Office.
c. The requisition may consist of several documents in like forms, each signed by one or more
requisitionists.
d. The number of members entitled to requisition a meeting in regard to any matter shall be such number
of them as hold, on the date of the deposit of the requisition, not less than 1/10th of such of the paid-
up capital of the Company as at the date carries the right of the voting in regard to the matter set out in
the requisition.
e. If the Board does not, within 21 days from the date of receipt of deposit of the requisition with regard
to any matter, proceed duly to call a meeting for the consideration of these matters on a date not later
than 45 days from the date of deposit of the requisition, the meeting may be called by the requisitionists
themselves or such of the requisitionists, as represent either majority in the value of the paid-up share
capital held by them or of not less than one tenth of such paid-up capital of the Company as is referred
to in Sub-clause (d) above, whichever is less.
70. Length of notice for calling meeting
A General Meeting of the Company may be called by giving not less than twenty one days’ notice in writing,
provided that a General Meeting may be called after giving shorter notice if consent thereto is accorded by the
members holding not less than 95 per cent of the part of the paid- up share capital which gives the right to vote
on the matters to be considered at the meeting.
Provided that where any member of the Company is entitled to vote only on some resolution or resolutions to
be moved at a meeting and not on the others, those members, shall be taken into account for purpose of this
clause in respect of the former resolution or resolutions and not in respect of the latter.
71. Accidental omission to give notice not to invalidate meeting
The accidental omission is to give notice of any meeting to or the non-receipt of any such notice by any of the
members shall not invalidate the proceedings of any resolution passed at such meeting.
72. Special business and statement to be annexed
All business shall be deemed special that is transacted at an Extraordinary Meeting and also that is transacted at
an Annual Meeting with the exception of declaration of a dividend, the consideration of financial statements
and the reports of the Directors and Auditors thereon, the election of the Directors in the place of those retiring,
and the appointment of and the fixing of the remuneration of Auditors. Where any item of business to be
transacted at the meeting is deemed to be special as aforesaid, there shall be annexed to the notice of the meeting
a statement setting out all material facts concerning each such item of business including in particular the nature
of the concern or interest, if any, therein, of every Director and the Manager, if any, every other Key Managerial
Personnel and the relatives of Directors, Manager and other Key Managerial Personnel. Where any item of
481business consists of the according of approval to any document by the meeting, the time and place where the
document can be inspected shall be specified in the statement aforesaid.
Where any item of special business to be transacted at a meeting of the company relates to or affects any other
company, the extent of shareholding interest in that other company of every promoter, director, manager, if any,
and of every other key managerial personnel of the first mentioned company shall, if the extent of such
shareholding is not less than two per cent of the paid-up share capital of that company, also be set out in the
statement.
73. Quorum
The quorum requirements for general meetings shall be as under and no business shall be transacted at any
General Meeting unless the requisite quorum is present when the meeting proceeds to business:
Number of member’s upto 1000: 5 members personally present
Number of member’s 1000-5000: 15 members personally present
Number of member’s more than 5000: 30 members personally present
74. If quorum not present, when meeting to be dissolved and when to be adjourned
If within half an hour from the time appointed for the meeting, a quorum is not present, the meeting, if called
upon the requisition of members, shall be dissolved; in any other case, it shall stand adjourned to the same day
in the next week and at the same time and place or to such other day and to be at such other time and place as
the Board may determine and if at the adjourned meeting a quorum is not present within half an hour from the
time appointed for the meeting, the members present shall be a quorum.
75. Chairman of General Meeting
The Chairman of the Board of Directors shall preside at every General Meeting of the Company and if he is not
present within 15 minutes after the time appointed for holding the meeting, or if he is unwilling to act as
Chairman, the Vice Chairman of the Board of Directors shall preside over the General Meeting of the Company.
76. When Chairman is absent
If there is no such Chairman, or Vice Chairman or if at any General Meeting, either the Chairman or Vice
Chairman is not present within fifteen minutes after the time appointed for holding the meeting or if they are
unwilling to take the chair, the members present shall choose one of their members to be the Chairman.
77. Adjournment of meeting
The Chairman may, with the consent of any meeting at which a quorum is present and shall, if so directed by
the meeting, adjourn that meeting from time to time from place to place, but no business shall be transacted at
any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took
place.
When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the
case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of adjournment or of
the business to be transacted at an adjourned meeting.
78. Questions at General Meeting how decided
At a General Meeting, a resolution put to the vote of the meeting shall be decided on a show of hands/result of
electronic voting as per the provisions of Section 108, unless a poll is (before or on the declaration of the result
of the show of hands/ electronic voting) demanded in accordance with the provisions of Section 109. Unless a
poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands/ electronic voting,
been carried unanimously or by a particular majority or lost and an entry to that effect in the book of the
proceedings of the Company shall be conclusive evidence of the fact without proof of the number of proportion
of the votes recorded in favour of or against that resolution.
79. Casting vote
482In the case of an equality of votes, the Chairman shall, whether on a show of hands, or electronically or on a
poll, as the case may be, have a casting vote in addition to the vote or votes to which he may be entitled as a
member.
80. Taking of poll
If a poll is duly demanded in accordance with the provisions of Section 109, it shall be taken in such manner as
the Chairman, subject to the provisions of Section 109 of the Act, may direct, and the results of the poll shall be
deemed to be the decision of the meeting on the resolution on which the poll was taken.
81. In what cases poll taken without adjournment
A poll demanded on the election of Chairman or on a question of adjournment shall be taken forthwith. Where
a poll is demanded on any other question, adjournment shall be taken at such time not being later than forty-
eight hours from the time which demand was made, as the Chairman may direct.
82. Votes
a. Every member of the Company holding Equity Share(s), shall have a right to vote in respect of such
capital on every resolution placed before the Company. On a show of hands, every such member
present shall have one vote and shall be entitled to vote in person or by proxy and his voting right on a
poll or on e-voting shall be in proportion to his share of the paid-up Equity Capital of the Company.
b. Every member holding any Preference Share shall in respect of such shares have a right to vote only
on resolutions which directly affect the rights attached to the Preference Shares and subject as aforesaid,
every such member shall in respect of such capital be entitled to vote in person or by proxy, if the
dividend due on such preference shares or any part of such dividend has remained unpaid in respect of
an aggregate period of not less than two years preceding the date of the meeting. Such dividend shall
be deemed to be due on Preference Shares in respect of any period, whether a dividend has been
declared by the Company for such period or not, on the day immediately following such period.
c. Whenever the holder of a Preference Share has a right to vote on any resolution in accordance with the
provisions of this article, his voting rights on a poll shall be in the same proportion as the capital paid-
up in respect of such Preference Shares bear to the total equity paid-up capital of the Company.
83. Business may proceed notwithstanding demand for poll
A demand for a poll shall not prevent the continuance of a meeting for the transaction of any business other than
that on which a poll has been demanded; The demand for a poll may be withdrawn at any time by the person or
persons who made the demand.
84. Joint holders
In the case of joint holders, the vote of the first named of such joint holders who tender a vote, whether in person
or by proxy, shall be accepted to the exclusion of the votes of the other joint holders.
85. Member of unsound mind
A member of unsound mind, or in respect of whom an order has been made by any Court having jurisdiction in
lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and any
such committee or guardian may, on a poll vote by proxy.
86. No member entitled to vote while call due to Company
No member shall be entitled to vote at a General Meeting unless all calls or other sums presently payable by
him in respect of shares in the Company have been paid.
87. Proxies permitted on polls
On a poll, votes may be given either personally or by proxy provided that no Company shall vote by proxy as
long as resolution of its Directors in accordance with provisions of Section 113 is in force.
48388. Instrument of proxy
a. The instrument appointing a proxy shall be in writing under the hand of the appointed or of the attorney
duly authorised in writing, or if the appointer is a Corporation, either under the signature of two
Directors and/or the Company Secretary of the Company or under the hand of an officer or attorney so
authorised. Any person may act as a proxy whether he is a member or not.
b. A body corporate (whether a company within the meaning of this Act or not) may:
1. If it is a member of the Company by resolution of its Board of Directors or other governing
body, authorise such persons as it thinks fit to act as its representatives at any meeting of the
Company, or at any meeting of any class of members of the Company;
2. If it is a creditor (including a holder of debentures) of the Company, by resolution of its
Directors or other governing body, authorise such person as it thinks fit to act as its
representative at any meeting of any creditors of the Company held in pursuance of this Act
or of any rules made thereunder, or in pursuance of the provisions contained in any debenture
or trust deed, as the case may be.
c. A person authorised by resolution as aforesaid shall be entitled to exercise the same rights and powers
(including the right to vote by proxy) on behalf of the body corporate which he represents, as if he were
personally the member, creditor or debenture holder.
89. Instrument of proxy to be deposited at the office
The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed
or a notary certified copy of that power of authority shall be deposited at the Registered Office of the Company
not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person
named in the instrument proposed to vote, and in default, the instrument of proxy shall not be treated as valid.
90. Validity of vote by proxy
A vote given in accordance with the terms of an instrument of proxy shall be valid not withstanding the previous
death of the appointer, or revocation of the proxy, or transfer of the share in respect of which the vote is given
provided no intimation in writing of the death, revocation or transfer shall have been received at the Registered
Office of the Company before the commencement of the meeting or adjourned meeting at which the proxy is
used.
91. Form of proxy
Any instrument appointing a proxy may be a two way proxy form to enable the shareholders to vote for or
against any resolution at their discretion. The instrument of proxy shall be in the prescribed form as given in
Form MGT-11.
DIRECTORS
92. Number of Directors
Unless otherwise determined by a General Meeting, the number of Directors shall not be less than 3 and not
more than 15.
a) Board of Directors at the time of conversion of the company from private limited to public limited
i. Mr. Kalpesh Dhanjibhai Patel
ii. Mr. Kanubhai Patel
iii. Mr. Vasantkumar Narayanbhai Patel
iv. Mr. Desai Alpesh Dharamsinh
v. Mr. Anandmohan Tiwari
484vi. Mr. Ishvarlal Mafatlal Bhavsar
vii. Ms. Shikha Agarwal
b) Same individual may be appointed as Chairperson and Managing Director / Chief Executive
Officer
The same individual may, at the same time, be appointed as the Chairperson of the Company as well
as the Managing Director or Chief Executive of the Company.
93. Subject to the provisions of the Act as may be applicable, the Board may appoint any person as a Managing
Director to perform such functions as the Board may decide from time to time. Such Director shall be a Member
of the Board.
94. Qualification of Directors
Any person, whether a member of the Company or not, may be appointed as a Director. No qualification by way
of holding shares in the capital of the Company shall be required of any Director.
95. Director’s remuneration
a. Until otherwise determined by the Company in General Meeting, each Director shall be entitled to
receive and be paid out of the funds of the Company a fee for each meeting of the Board of Directors
or any committee thereof, attended by him as may be fixed by the Board of Directors from time to time
subject to the provisions of Section 197 of the Act, and the Rules made thereunder. For the purpose of
any resolution in this regard, none of the Directors shall be deemed to be interested in the subject matter
of the resolution. The Directors shall also be entitled to be paid their reasonable travelling and hotel
and other expenses incurred in consequence of their attendance at meetings of the Board or of any
committee of the Board or otherwise in the execution of their duties as Directors either in India or
elsewhere. The Managing/Whole-time Director of the Company who is a full time employee, drawing
remuneration will not be paid any fee for attending Board Meetings.
b. Subject to the provisions of the Act, the Directors may, with the sanction of a Special Resolution passed
in the General Meeting and such sanction, if any, of the Government of India as may be required under
the Companies Act, sanction and pay to any or all the Directors such remuneration for their services as
Directors or otherwise and for such period and on such terms as they may deem fit.
c. Subject to the provisions of the Act, the Company in General Meeting may by Special Resolution
sanction and pay to the Director in addition to the said fees set out in sub-clause (a) above, a
remuneration not exceeding one per cent (1%) of the net profits of the Company calculated in
accordance with the provisions of Section 198 of the Act. The said amount of remuneration so
calculated shall be divided equally between all the Directors of the Company who held office as
Directors at any time during the year of account in respect of which such remuneration is paid or during
any portion of such year irrespective of the length of the period for which they held office respectively
as such Directors.
d. Subject to the provisions of Section 188 of the Companies Act, and subject to such sanction of the
Government of India, as may be required under the Companies Act, if any Director shall be appointed
to advise the Directors as an expert or be called upon to perform extra services or make special exertions
for any of the purposes of the Company, the Directors may pay to such Director such special
remuneration as they think fit; such remuneration may be in the form of either salary, commission, or
lump sum and may either be in addition to or in substitution of the remuneration specified in clause (a)
of the Article.
96. Directors may act notwithstanding vacancy
The continuing Directors may act not withstanding any vacancy in their body, but subject to the provisions
contained in Article 121 below:
97. Chairman of the Board
485The Board may from time to time appoint any Director to be the Chairman of the Board. The Chairman of the
Board shall be subject to the same provisions as to resignation and removal as the other Directors, and he ipso
facto, and immediately ceases to be the Chairman if he ceases to hold the office of Director for any cause.
98. Casual vacancy
If the office of any Director becomes vacant before the expiry of the period of his Directorship in normal course,
the resulting casual vacancy may be filled by the Board at a Meeting of the Board subject to Section 161 of the
Act. Any person so appointed shall hold office only upto the date which the Director in whose place he is
appointed would have held office if the vacancy had not occurred as aforesaid.
VACATION OF OFFICE BY DIRECTORS
99. Vacation of office by Directors
The office of a Director shall be vacated if:
1. He is found to be unsound mind by a Court of competent jurisdiction;
2. He applies to be adjudicated as an insolvent;
3. He is an undischarged insolvent;
4. he is convicted by a Court of any offence whether involving moral turpitude or otherwise and is
sentenced in respect thereof to imprisonment for not less than six months and a period of five years has
not elapsed from the date of expiry of the sentence;
5. He fails to pay any call in respect of shares of the Company held by him, whether alone or jointly with
others, within six months from the last date fixed for the payment of the call;
6. An order disqualifying him for appointment as Director has been passed by court or tribunal and the
order is in force.
7. He has not complied with Subsection (3) of Section 152
8. He has been convicted of the offence dealing with related party transaction under section 188 at any
time during the preceding five years.
9. He absents himself from all meetings of the Board for a continuous period of twelve months, with or
without seeking leave of absence from the Board;
10. He acts in contravention of Section 184 of the Act and fails to disclose his interest in a contract in
contravention of section 184.
11. He becomes disqualified by an order of a court or the Tribunal
12. He is removed in pursuance of the provisions of the Act,
13. Having been appointed a Director by virtue of holding any office or other employment in the Company,
he ceases to hold such office or other employment in the Company;
Notwithstanding anything in Clause (4), (6) and (8) aforesaid, the disqualification referred to in those
clauses shall not take effect:
1. for thirty days from the date of the adjudication, sentence or order;
2. where any appeal or petition is preferred within the thirty days aforesaid against the
adjudication, sentence or conviction resulting in the sentence or order until the expiry of seven
days from the date on which such appeal or petition is disposed off; or
3. Where within the seven days as aforesaid, any further appeal or petition is preferred in respect
of the adjudication, sentence, conviction or order, and appeal or petition, if allowed, would
486result in the removal of the disqualification, until such further appeal or petition is disposed
off.
100. Alternate Directors
(a) The Board may appoint an Alternate Director to act for a Director hereinafter called in this clause “the
Original Director” during his absence for a period of not less than 3 months from India.
(b) An Alternate Director appointed as aforesaid shall vacate office if and when the Original Director
returns to India.
Independent Directors
(c) (i) The Directors may appoint such number of Independent Directors as are required under
Section 149 of the Companies Act, 2013 or SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 from time to time.
(ii) Independent directors shall possess such qualification as required under Section 149 of the
companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015
(iii) Independent Director shall be appointed for such period as prescribed under relevant
provisions of the companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and shall not be liable to retire by rotation.
Women Director
(d) The Directors shall appoint at least one women director as per the requirements of section 149 of the
Act.
Key Managerial Personnel
(e) Subject to the provisions of the Act,—
(i) A chief executive officer, manager, company secretary or chief financial officer may be
appointed by the Board for such term, at such remuneration and upon such conditions as it
may thinks fit; and any chief executive officer, manager, company secretary or chief financial
officer so appointed may be removed by means of are solution of the Board;
(ii) A director may be appointed as chief executive officer, manager, company secretary or chief
financial officer.
(iii) The Managing Director shall act as the Chairperson of the Company for all purposes subject
to the provisions contained in the Act and these articles.
101. Additional Directors
The Directors may, from time to time, appoint a person as an Additional Director provided that the number of
Directors and Additional Directors together shall not exceed the maximum number of Directors fixed under
Article 93 above. Any person so appointed as an Additional Director shall hold office upto the date of the next
Annual General Meeting of the Company.
Proportion of retirement by rotation
a. The proportion of directors to retire by rotation shall be as per the provisions of Section 152 of the Act.
102. Debenture
Any trust deed for securing debentures or debenture-stocks may, if so arranged, provide for the appointment,
from time to time, by the Trustees thereof or by the holders of debentures or debenture-stocks, of some person
to be a Director of the Company and may empower such Trustees, holder of debentures or debenture-stocks,
from time to time, to remove and re-appoint any Director so appointed. The Director appointed under this Article
487is herein referred to as “Debenture Director” and the term “Debenture Director” means the Director for the time
being in office under this Article. The Debenture Director shall not be bound to hold any qualification shares
and shall not be liable to retire by rotation or be removed by the Company. The Trust Deed may contain such
ancillary provisions as may be arranged between the Company and the Trustees and all such provisions shall
have effect notwithstanding any other provisions herein contained.
103. Corporation/Nominee Director
a. Notwithstanding anything to the contrary contained in the Articles, so long as any moneys remain
owing by the Company the any finance corporation or credit corporation or body, (herein after in this
Article referred to as “The Corporation”) out of any loans granted by them to the Company or as long
as any liability of the Company arising out of any guarantee furnished by the Corporation, on behalf of
the Company remains defaulted, or the Company fails to meet its obligations to pay interest and/or
installments, the Corporation shall have right to appoint from time to time any person or person as a
Director or Directors (which Director or Directors is/are hereinafter referred to as “Nominee
Director(s)”) on the Board of the Company and to remove from such office any person so appointed,
any person or persons in his or their place(s).
b. The Board of Directors of the Company shall have no power to remove from office the Nominee
Director/s as long as such default continues. Such Nominee Director/s shall not be required to hold any
share qualification in the Company, and such Nominee Director/s shall not be liable to retirement by
rotation of Directors. Subject as aforesaid, the Nominee Director/s shall be entitled to the same rights
and privileges and be subject to the same obligations as any other Director of the Company.
The Nominee Director/s appointed shall hold the said office as long as any moneys remain owing by
the Company to the Corporation or the liability of the Company arising out of the guarantee is
outstanding and the Nominee Director/s so appointed in exercise of the said power shall ipso facto
vacate such office immediately the moneys owing by the Company to the Corporation are paid off or
on the satisfaction of the liability of the Company arising out of the guarantee furnished by the
Corporation.
The Nominee Director/s appointed under this Article shall be entitled to receive all notices of and attend
all General Meetings, and of the Meeting of the Committee of which the Nominee Director/s is/are
member/s.
The Corporation shall also be entitled to receive all such notices. The Company shall pay to the
Nominee Director/s sitting fees and expenses to which the other Director/s of the Company are entitled,
but if any other fee, commission, monies or remuneration in any form is payable to the Director/s of
the Company, the fee, commission, monies and remuneration in relation to such Nominee Director/s
shall accrue to the Corporation and the same shall accordingly be paid by the Company directly to the
Corporation. Any expenses that may be incurred by the Corporation or such Nominee Director/s in
connection with their appointment to Directorship shall also be paid or reimbursed by the Company to
the Corporation or, as the case may be, to such Nominee Director/s.
Provided that if any such Nominee Director/s is an officer of the Corporation, the sitting fees, in relation
to such Nominee Director/s shall so accrue to the Corporation and the same shall accordingly be paid
by the Company directly to the Corporation.
c. The Corporation may at any time and from time to time remove any such Corporation Director
appointed by it and may at the time of such removal and also in the case of death or resignation of the
person so appointed, at any time appoint any other person as a Corporation Director in his place. Such
appointment or removal shall be made in writing signed by the Chairman or Joint Chairman of the
Corporation or any person and shall be delivered to the Company at its registered office. It is clarified
that every Corporation entitled to appoint a Director under this Article may appoint such number of
persons as Directors as may be authorised by the Directors of the Company, subject to Section 152 of
the Act and so that the number does not exceed 1/3 of the maximum fixed under Article 93.
104. Disclosure of interest of Directors
a. Subject to the provisions of the Act, the Directors shall not be disqualified by reason of their office as
such from contracting with the Company either as vendor, purchaser, lender, agent, broker, or
otherwise, nor shall any such contract or any contract or arrangement entered into by on behalf of the
488Company with any Director or with any company or partnership of or in which any Director shall be a
member or otherwise interested be avoided nor shall any Director so contracting or being such member
or so interested be liable to account to the Company for any profit realised by such contract or
arrangement by reason only of such Director holding that office or of the fiduciary relation thereby
established but the nature of the interest must be disclosed by the Director at the meeting of the Board
at which the contract or arrangements is determined or if the interest then exists in any other case, at
the first meeting of the Board after the acquisition of the interest.
Provided nevertheless that no Director shall vote as a Director in respect of any contract or arrangement
in which he is so interested as aforesaid or take part in the proceedings thereat and he shall not be
counted for the purpose of ascertaining whether there is quorum of Directors present. This provision
shall not apply to any contract by or on behalf of the Company to indemnify the Directors or any of
them against any loss they may suffer by becoming or being sureties for the Company.
b. A Director may be or become a Director of any company promoted by this Company or in which this
Company may be interested as vendor, shareholder or otherwise and no such Director shall be
accountable to the Company for any benefits received as a Director or member of such company.
105. Rights of Directors
Except as otherwise provided by these Articles and subject to the provisions of the Act, all the Directors of the
Company shall have in all matters equal rights and privileges, and be subject to equal obligations and duties in
respect of the affairs of the Company.
106. Directors to comply with Section 184
Notwithstanding anything contained in these presents, any Director contracting with the Company shall comply
with the provisions of Section 184 of the Companies Act, 2013.
107. Directors power of contract with Company
Subject to the limitations prescribed in the Companies Act, 2013, the Directors shall be entitled to contract with
the Company and no Director shall be disqualified by having contracted with the Company as aforesaid.
ROTATION OF DIRECTORS
108. Rotation and retirement of Directors
At every annual meeting, one-third of the Directors shall retire by rotation in accordance with provisions of
Section 152 of the Act.
109. Retiring Directors eligible for re-election
A retiring Director shall be eligible for re-election and the Company at the General Meeting at which a Director
retires in the manner aforesaid may fill up vacated office by electing a person thereto.
110. Which Directors to retire
The Directors to retire in every year shall be those who have been longest in office since their last election, but
as between persons who become Directors on the same day, those to retire shall, unless they otherwise agree
among themselves, be determined by lot.
111. Retiring Directors to remain in office till successors are appointed
Subject to Section 152 of the Act, if at any meeting at which an election of Directors ought to take place, the
place of the vacating or deceased Directors is not filled up and the meeting has not expressly resolved not to fill
up or appoint the vacancy, the meeting shall stand adjourned till the same day in the next week at the same time
and place, or if that day is a national holiday, till the next succeeding day which is not a holiday at the same
time, place, and if at the adjourned meeting the place of vacating Directors is not filled up and the meeting has
also not expressly resolved not to fill up the vacancy, then the vacating Directors or such of them as have not
had their places filled up shall be deemed to have been reappointed at the adjourned meeting.
489112. Power of General Meeting to increase or reduce number of Directors
Subject to the provisions of Sections 149, 151 and 152 the Company in General Meeting may increase or reduce
the number of Directors subject to the limits set out in Article 93 and may also determine in what rotation the
increased or reduced number is to retire.
13. Power to remove Directors by ordinary resolution
Subject to provisions of Section 169 the Company, by Ordinary Resolution, May at any time remove any
Director except Government Directors before the expiry of his period of office, and may by Ordinary Resolution
appoint another person in his place. The person so appointed shall hold office until the date upto which his
predecessor would have held office if he had not been removed as aforementioned. A Director so removed from
office shall not be re-appointed as a Director by the Board of Directors. Special Notice shall be required of any
resolution to remove a Director under this Article, or to appoint somebody instead of the Director at the meeting
at which he is removed.
114. Rights of persons other than retiring Directors to stand for Directorships
Subject to the provisions of Section 160 of the Act, a person not being a retiring Director shall be eligible for
appointment to the office of a Director at any general meeting if he or some other member intending to propose
him as a Director has not less than fourteen days before the meeting, left at the office of the Company a notice
in writing under his hand signifying his candidature for the office of the Director, or the intention of such
member to propose him as a candidate for that office, as the case may be “along with a deposit of such sum as
may be prescribed by the Act or the Central Government from time to time which shall be refunded to such
person or as the case may be, to such member, if the person succeeds in getting elected as a Director or gets
more than 25% of total valid votes cast either on show of hands or electronically or on poll on such resolution”.
115. Register of Directors and KMP and their shareholding
The Company shall keep at its Registered Office a register containing the addresses and occupation and the
other particulars as required by Section 170 of the Act of its Directors and Key Managerial Personnel and shall
send to the Registrar of Companies returns as required by the Act.
116. Business to be carried on
The business of the Company shall be carried on by the Board of Directors.
117. Meeting of the Board
The Board may meet for the dispatch of business, adjourn and otherwise regulate its meetings, as it thinks fit,
provided that a meeting of the Board shall be held at least once in every one hundred and twenty days; and at
least four such meetings shall be held in every year.
118. Director may summon meeting
A Director may at any time request the Secretary to convene a meeting of the Directors and seven days’ notice
of meeting of directors shall be given to every director and such notice shall be sent by hand delivery or by post
or by electronic means.
119. Question how decided
a. Save as otherwise expressly provided in the Act, a meeting of the Directors for the time being at which
a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions
by or under the regulations of the Company for the time being vested in or exercisable by the Directors
generally and all questions arising at any meeting of the Board shall be decided by a majority of the
Board.
b. In case of an equality of votes, the Chairman shall have a second or casting vote in addition to his vote
as a Director.
120. Right of continuing Directors when there is no quorum
490The continuing Directors may act notwithstanding any vacancy in the Board, but if and as long as their number
if reduced below three, the continuing Directors or Director may act for the purpose of increasing the number
of Directors to three or for summoning a General Meeting of the Company and for no other purpose.
121. Quorum
The quorum for a meeting of the Board shall be one third of its total strength (any fraction contained in that one
third being rounded off as one) or two Directors whichever is higher; provided that where at any time the number
of interested Directors is equal to or exceeds two-thirds of the total strength, the number of the remaining
Directors, that is to say, the number of Directors who are not interested present at the meeting being not less
than two shall be the quorum during such time. The total strength of the Board shall mean the number of
Directors actually holding office as Directors on the date of the resolution or meeting, that is to say, the total
strength of the Board after deducting therefrom the number of Directors, if any, whose places are vacant at the
time.
122. Election of Chairman to the Board
If no person has been appointed as Chairman or Vice Chairman under Article 98(a) or if at any meeting, the
Chairman or Vice Chairman of the Board is not present within fifteen minutes after the time appointed for
holding the meeting, the Directors present may choose one of their members to be the Chairman of the meeting.
123 Chairman Emeritus
(1) The Board shall be entitled to appoint any person who has rendered significant or distinguished services
to the Company or to the industry to which the Company's business relates or in the public field, as the
Chairman Emeritus of the Company.
(2) The Chairman Emeritus shall hold office until he resigns his office or a special resolution to that effect
is passed by the members in a general meeting.
(3) The Chairman Emeritus may attend any meetings of the Board or Committee thereof but shall not have
any right to vote and shall not be deemed to be a party to any decision of the Board or Committee
thereof.
(4) The Chairman Emeritus shall not be deemed to be a director for any purposes of the Act or any other
statute or rules made there under or these Articles including for the purpose of determining the
maximum number of Directors which the Company can appoint.
(5) The Board may decide to make any payment in any manner for any services rendered by the Chairman
Emeritus to the Company.
(6) If at any time the Chairman Emeritus is appointed as a Director of the Company, he may, at his
discretion, retain the title of the Chairman Emeritus.”
124. Power to appoint Committees and to delegate
a. The Board may, from time to time, and at any time and in compliance with provisions of the act and
listing agreement constitute one or more Committees of the Board consisting of such member or
members of its body, as the Board may think fit.
Delegation of powers
b. Subject to the provisions of Section 179 the Board may delegate from time to time and at any time to
any Committee so appointed all or any of the powers, authorities and discretions for the time being
vested in the Board and such delegation may be made on such terms and subject to such conditions as
the Board may think fit and subject to provisions of the act and listing agreement.
c. The Board may from, time to time, revoke, add to or vary any powers, authorities and discretions so
delegated subject to provisions of the act and listing agreement.
125. Proceedings of Committee
491The meeting and proceedings of any such Committee consisting of two or more members shall be governed by
the provisions herein contained for regulating the meetings and proceedings of the Directors so far as the same
are applicable thereto, and not superseded by any regulations made by the Directors under the last proceeding
Article.
126. Election of Chairman of the Committee
a. The Chairman or the Vice Chairman shall be the Chairman of its meetings, if either is not available or
if at any meeting either is not present within five minutes after the time appointed for holding the
meeting, the members present may choose one of their number to be Chairman of the meeting.
b. The quorum of a Committee may be fixed by the Board and until so fixed, if the Committee is of a
single member or two members, the quorum shall be one and if more than two members, it shall be
two.
127. Question how determined
a. A Committee may meet and adjourn as it thinks proper.
b. Questions arising at any meeting of a Committee shall be determined by the sole member of the
Committee or by a majority of votes of the members present as the case may be and in case of an
equality of votes, the Chairman shall have a second or casting vote in addition to his vote as a member
of the Committee.
128 Acts done by Board or Committee valid, notwithstanding defective appointment, etc.
. All acts done by any meeting of the Board or a Committee thereof, or by any person acting as a Director shall,
notwithstanding that it may be afterwards discovered that there was some defect in the appointment of any one
or more of such Directors or any person acting as aforesaid, or that any of them was disqualified, be as valid as
if every such Director and such person had been duly appointed and was qualified to be a Director.
Resolution by circulation
129. Save as otherwise expressly provided in the Act, a resolution in writing circulated in draft together with
necessary papers, if any, to all the members of the Committee then in India (not being less in number than the
quorum fixed for the meeting of the Board or the Committee as the case may) and to all other Directors or
members at their usual address in India or by a majority of such of them as are entitled to vote on the resolution
shall be valid and effectual as if it had been a resolution duly passed at a meeting of the Board or Committee
duly convened and held.
POWERS AND DUTIES OF DIRECTORS
130. General Powers of Company vested in Directors
The business of the Company shall be managed by the Directors who may exercise all such powers of the
Company as are not, by the act or any statutory modification thereof for the time being in force, or by these
Articles, required to be exercised by the Company in General Meeting, subject nevertheless to any regulation of
these Articles, to the provisions of the said Act, and to such regulations being not inconsistent with the aforesaid
regulations or provisions as may be prescribed by the Company in General Meeting; but no regulation made by
the Company in General Meeting, shall invalidate any prior act of the Directors which would have been valid if
that regulation had not been made.
131. Attorney of the Company
The Board may appoint at any time and from time to time by a power of attorney under the signature of two
Directors and/or the Company Secretary of the Company, any person to be the Attorney of the Company for
such purposes and with such powers, authorities and discretions not exceeding those vested in or exercisable by
the Board under these Articles and for such period and subject to such conditions as the Board may from time
to time think fit and any such appointment, may, if the Board thinks fit, be made in favour of the members, or
any of the members of any firm or company, or the members, Directors, nominees or managers of any firm or
company or otherwise in favour of anybody or persons whether nominated directly or indirectly by the Board
492and any such power of attorney may contain such provisions for the protection or convenience of persons dealing
with such attorney as the Board may think fit.
132. Power to authorise sub delegation
The Board may authorise any such delegate or attorney as aforesaid to sub-delegate all or any of the powers and
authorities for the time being vested in him.
133. Directors’ duty to comply with the provisions of the Act
The Board shall duly comply with the provisions of the Act and in particular with the provisions in regard to the
registration of the particulars of mortgages and charges affecting the property of the Company or created by it,
and keep a register of the Directors, and send to the Registrar an annual list of members and a summary of
particulars relating thereto, and notice of any consolidation or increase of share capital and copies of special
resolutions, and such other resolutions and agreements required to be filed under Section 117 of the Act and a
copy of the Register of Directors and notifications of any change therein.
134. Special power of Directors
In furtherance of and without prejudice to the general powers conferred by or implied in Article 130 and other
powers conferred by these Articles, and subject to the provisions of Sections 179 and 180 of the Act, that may
become applicable, it is hereby expressly declared that it shall be lawful for the Directors to carry out all or any
of the objects set forth in the Memorandum of Association and to the following things.
135. To acquire and dispose of property and rights
a. To purchase or otherwise acquire for the Company any property, rights or privileges which the
Company is authorised to acquire at such price and generally on such terms and conditions as they
think fit and to sell, let, exchange, or otherwise dispose of the property, privileges and undertakings of
the Company upon such terms and conditions and for such consideration as they may think fit.
To pay for property in debentures, etc.
b. At their discretion to pay for any property, rights and privileges acquired by or services rendered to the
Company, either wholly or partially, in cash or in shares, bonds, debentures or other securities of the
Company and any such shares may be issued either as fully paid-up or with such amount credited as
paid-up, the sum as may be either specifically charged upon all or any part of the property of the
Company and its uncalled capital or not so charged.
To secure contracts by mortgages
c. To secure the fulfillment of any contracts or agreements entered into by the Company by mortgage or
charge of all or any of the property of the Company and its uncalled capital for the time being or in
such other manner as they think fit.
To appoint officers, etc.
d. To appoint and at their discretion remove, or suspend such agents, secretaries, officers, clerks and
servants for permanent, temporary or special services as they may from time to time think fit and to
determine their powers and duties and fix their powers and duties and fix their salaries or emoluments
and to the required security in such instances and to such amount as they think fit.
e. To institute, conduct, defend, compound or abandon any legal proceedings by or against the Company
or its officers or otherwise concerning the affairs of the Company and also to compound and allow time
for payments or satisfaction of any dues and of any claims or demands by or against the Company.
To refer to arbitration
f. To refer to, any claims or demands by or against the Company to arbitration and observe and perform
the awards.
493To give receipt
g. To make and give receipts, releases and other discharges for money payable to the Company and of the
claims and demands of the Company.
To act in matters of bankrupts and insolvents
h. To act on behalf of the Company in all matters relating to bankrupts and insolvents.
To give security by way of indemnity
i. To execute in the name and on behalf of the Company in favour of any Director or other person who
may incur or be about to incur any personal liability for the benefit of the Company such mortgages of
the Company’s property (present and future) as they think fit and any such mortgage may contain a
power of sale and such other powers, covenants and provisions as shall be agreed upon.
To give commission
j. To give any person employed by the Company a commission on the profits of any particular business
or transaction or a share in the general profits of the Company.
To make contracts etc.
k. To enter into all such negotiations and contracts and rescind and vary all such contracts and execute
and do all such acts, deeds and things in the name and on behalf of the Company as they consider
expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the
Company.
To make bye-laws
l. From time to time, make, vary and repeal bye-laws for the regulations of the business for the Company,
its officers and servants.
To set aside profits for provided fund
m. Before recommending any dividends, to set-aside portions of the profits of the Company to form a fund
to provide for such pensions, gratuities or compensations; or to create any provident fund or benefit
fund in such or any other manner as the Directors may deem fit.
To make and alter rules
n. To make and alter rules and regulations concerning the time and manner of payments of the
contributions of the employees and the Company respectively to any such fund and accrual,
employment, suspension and forfeiture of the benefits of the said fund and the application and disposal
thereof and otherwise in relation to the working and management of the said fund as the Directors shall
from time to time think fit.
o. And generally, at their absolute discretion, to do and perform every act and thing which they may
consider necessary or expedient for the purpose of carrying on the business of the Company, excepting
such acts and things as by Memorandum of Association of the Company or by these presents may stand
prohibited.
136. Managing Director
a. Subject to the provisions of Section 196,197, 2(94), 203 of the Act, the following provisions shall
apply:
b. The Board of Directors may appoint or re-appoint one or more of their body, not exceeding two, to be
the Managing Director or Managing Directors of the Company for such period not exceeding 5 years
as it may deem fit, subject to such approval of the Central Government as may be necessary in that
behalf.
494c. The remuneration payable to a Managing Director shall be determined by the Board of Directors subject
to the sanction of the Company in General Meeting and of the Central Government, if required.
d. If at any time there are more than one Managing Director, each of the said Managing Directors may
exercise individually all the powers and perform all the duties that a single Managing Director may be
empowered to exercise or required to perform under the Companies Act or by these presents or by any
Resolution of the Board of Directors and subject also to such restrictions or conditions as the Board
may from time to time impose.
e. The Board of Directors may at any time and from time to time designate any Managing Director as
Deputy Managing Director or Joint Managing Director or by such other designation as it deems fit.
f. Subject to the supervision, control and directions of the Board of Directors, the Managing
Director/Managing Directors shall have the management of the whole of the business of the Company
and of all its affairs and shall exercise all powers and perform all duties and in relation to the
management of the affairs, except such powers and such duties as are required by Law or by these
presents to be exercised or done by the Company in General Meeting or by the Board and also subject
to such conditions and restrictions imposed by the Act or by these presents or by the Board of Directors.
Without prejudice to the generality of the foregoing, the Managing Director/Managing Directors shall
exercise all powers set out in Article 135 above except those which are by law or by these presents or
by any resolution of the Board required to be exercised by the Board or by the Company in General
Meeting.
137. Whole-time Director
1. Subject to the provisions of the Act and subject to the approval of the Central Government, if any,
required in that behalf, the Board may appoint one or more of its body, as Whole-time Director or
Whole time Directors on such designation and on such terms and conditions as it may deem fit. The
Whole-time Directors shall perform such duties and exercise such powers as the Board may from time
to time determine which shall exercise all such powers and perform all such duties subject to the
control, supervision and directions of the Board and subject thereto the supervision and directions of
the Managing Director. The remuneration payable to the Whole-time Directors shall be determined by
the Company in General Meeting, subject to the approval of the Central Government, if any, required
in that behalf.
2. A Whole-time Director shall (subject to the provisions of any contract between him and the Company)
be subject to the same provisions as to resignation and removal as the other Directors, and he shall,
ipso facto and immediately, cease to be Whole-time Director, if he ceases to hold the Office of Director
from any cause except where he retires by rotation in accordance with the Articles at an Annual General
Meeting and is re-elected as a Director at that Meeting.
138. Secretary
The Board shall have power to appoint a Secretary a person fit in its opinion for the said office, for such period
and on such terms and conditions as regards remuneration and otherwise as it may determine. The Secretary
shall have such powers and duties as May, from time to time, be delegated or entrusted to him by the Board.
139. Powers as to commencement of business
Subject to the provisions of the Act, any branch or kind of business which by the Memorandum of Association
of the Company or these presents is expressly or by implication authorised to be undertaken by the Company,
may be undertaken by the Board at such time or times as it shall think fit and further may be suffered by it to be
in abeyance whether such branch or kind of business may have been actually commenced or not so long as the
Board may deem it expedient not to commence or proceed with such branch or kind of business.
140. Delegation of power
Subject to Section 179 the Board may delegate all or any of its powers to any Director, jointly or severally or to
any one Director at its discretion or to the Executive Director.
495BORROWING
141. Borrowing Powers
a. The Board may, from time to time, raise any money or any moneys or sums of money for the purpose
of the Company; provided that the moneys to be borrowed together with the moneys already borrowed
by the Company (apart from temporary loans obtained from the Company’s bankers in the ordinary
course of business) shall not, without the sanction of the Company at a General Meeting, exceed the
aggregate of the paid-up capital of the Company and its free reserves, that is to say, reserves not set-
apart for any specific purpose and in particular but subject to the provisions of Section 179 of the Act,
the Board may, from time to time, at its discretion raise or borrow or secure the payment of any such
sum or sums of money for the purpose of the Company, by the issue of debentures to members,
perpetual or otherwise including debentures convertible into shares of this or any other company or
perpetual annuities in security of any such money so borrowed, raised or received, mortgage, pledge
or charge, the whole or any part of the property, assets, or revenue of the Company, present or future,
including its uncalled capital by special assignment or otherwise or transfer or convey the same
absolutely or entrust and give the lenders powers of sale and other powers as may be expedient and
purchase, redeem or pay off any such security.
Provided that every resolution passed by the Company in General Meeting in relation to the exercise of the
power to borrow as stated above shall specify the total amount upto which moneys may be borrowed by the
Board of Directors, provided that subject to the provisions of clause next above, the Board may, from time to
time, at its discretion, raise or borrow or secure the repayment of any sum or sums of money for the purpose of
the Company as such time and in such manner and upon such terms and conditions in all respects as it thinks fit
and in particular, by promissory notes or by opening current accounts, or by receiving deposits and advances,
with or without security or by the issue of bonds, perpetual or redeemable debentures or debenture stock of the
Company charged upon all or any part of the property of the Company (both present and future) including its
uncalled capital for the time being or by mortgaging or charging or pledging any land, building, bond or other
property and security of the Company or by such other means as them may seem expedient.
142. Assignment of debentures
Such debentures, debenture stock, bonds or other securities may be made assignable, free from any equities
between the Company and the person to whom the same may be issued.
143. Terms of debenture issue
a. Any such debenture, debenture stock, bond or other security may be issued at a discount, premium or
otherwise, and with any special privilege as the redemption, surrender, drawing, allotment of shares of
the Company, or otherwise, provided that debentures with the right to allotment or conversion into
shares shall not be issued except with the sanction of the Company in General Meeting.
b. Any trust deed for securing of any debenture or debenture stock and or any mortgage deed and/or other
bond for securing payment of moneys borrowed by or due by the Company and/or any contract or any
agreement made by the Company with any person, firm, body corporate, Government or authority who
may render or agree to render any financial assistance to the Company by way of loans advanced or by
guaranteeing of any loan borrowed or other obligations of the Company or by subscription to the share
capital of the Company or provide assistance in any other manner may provide for the appointment
from time to time, by any such mortgagee, lender, trustee of or holders of debentures or contracting
party as aforesaid, of one or more persons to be a Director or Directors of the Company. Such trust
deed, mortgage deed, bond or contract may provide that the person appointing a Director as aforesaid
may, from time to time, remove any Director so appointed by him and appoint any other person in his
place and provide for filling up of any casual vacancy created by such person vacating office as such
Director. Such power shall determine and terminate on the discharge or repayment of the respective
mortgage, loan or debt or debenture or on the termination of such contract and any person so appointed
as Director under mortgage or bond or debenture trust deed or under such contract shall cease to hold
office as such Director on the discharge of the same. Such appointment and provision in such document
as aforesaid shall be valid and effective as if contained in these presents.
c. The Director or Directors so appointed by or under a mortgage deed or other bond or contract as
aforesaid shall be called a Mortgage Director or Mortgage Directors and the Director if appointed as
aforesaid under the provisions of a debenture trust deed shall be called “Debenture Director”. The
words “Mortgage” or “Debenture Director” shall mean the Mortgage Director for the time being in
496office. The Mortgage Director or Debenture Director shall not be required to hold any qualification
shares and shall not be liable to retire by rotation or to be removed from office by the Company. Such
mortgage deed or bond or trust deed or contract may contain such auxiliary provision as may be
arranged between the Company and mortgage lender, the trustee or contracting party, as the case may
be, and all such provisions shall have effect notwithstanding any of the other provisions herein
contained but subject to the provisions of the Act.
d. The Directors appointed as Mortgage Director or Debenture Director or Corporate Director under the
Article shall be deemed to be ex-officio Directors.
e. The total number of ex-officio Directors, if any, so appointed under this Article together with the other
ex-officio Directors, if any, appointment under any other provisions of these presents shall not at any
time exceed one-third of the whole number of Directors for the time being.
144. Charge on uncalled capital
Any uncalled capital of the Company may be included in or charged by mortgage or other security.
145. Subsequent assignees of uncalled capital
Where any uncalled capital of the Company is charged, all persons taking any subsequent charge thereon shall
take the same subject such prior charge, and shall not be entitled, by notice to the shareholder or otherwise, to
obtain priority over such prior charge.
146. Charge in favour of Director of indemnity
If the Directors or any of them or any other person shall become personally liable for the payment of any sum
primarily due from the Company, the Board may execute or cause to be executed any mortgage, charge or
security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the
Directors or other person so becoming liable as aforesaid from any loss in respect of such liability.
147. Powers to be exercised by Board only at meeting
a. Subject to the provisions of the Act, the Board shall exercise the following powers on behalf of the
Company and the said power shall be exercised only by resolution passed at the meetings of the Board.
(a) To make calls on shareholders in respect of money unpaid on their shares;
(b) To authorise buy-back of securities under section 68;
(c) To issue securities, including debentures, whether in or outside India;
(d) To borrow monies;
(e) To invest the funds of the company;
(f) To grant loans or give guarantee or provide security in respect of loans;
(g) To approve financial statement and the Board’s report;
(h) To diversify the business of the company;
(i) To approve amalgamation, merger or reconstruction;
(j) To take over a company or acquire a controlling or substantial stake in another company;
(k) To make political contributions;
(l) To appoint or remove key managerial personnel (KMP);
(m) To take note of appointment(s) or removal(s) of one level below the Key Management Personnel;
497(n) To appoint internal auditors and secretarial auditor;
(o) To take note of the disclosure of director’s interest and shareholding;
(p) To buy, sell investments held by the company (other than trade investments), constituting five
percent or more of the paid up share capital and free reserves of the investee company;
(q) To invite or accept or renew public deposits and related matters;
(r) To review or change the terms and conditions of public deposit;
(s) To approve quarterly, half yearly and annual financial statements or financial results as the case
may be.
(t) Such other business as may be prescribed by the Act.
b. The Board may by a meeting delegate to any Committee of the Board or to the Managing Director the
powers specified in Sub-clauses, d, e and f above.
c. Every resolution delegating the power set out in Sub-clause d shall specify the total amount outstanding
at any one time up to which moneys may be borrowed by the said delegate.
d. Every resolution delegating the power referred to in Sub-clause e shall specify the total amount upto
which the funds may be invested and the nature of investments which may be made by the delegate.
e. Every resolution delegating the power referred to in Sub-clause f above shall specify the total amount
upto which loans may be made by the delegate, the purposes for which the loans may be made, and the
maximum amount of loans that may be made for each such purpose in individual cases.
148. Register of mortgage to be kept
The Directors shall cause a proper register and charge creation documents to be kept in accordance with the
provisions of the Companies Act, 2013 for all mortgages and charges specifically affecting the property of the
Company and shall duly comply with the requirements of the said Act, in regard to the registration of mortgages
and charges specifically affecting the property of the Company and shall duly comply with the requirements of
the said Act, in regard to the registration of mortgages and charges therein specified and otherwise and shall
also duly comply with the requirements of the said Act as to keeping a copy of every instrument creating any
mortgage or charge by the Company at the office.
149. Register of holders of debentures
Every register of holders of debentures of the Company may be closed for any period not exceeding on the
whole forty five days in any year, and not exceeding thirty days at any one time. Subject as the aforesaid, every
such register shall be open to the inspection of registered holders of any such debenture and of any member but
the Company may in General Meeting impose any reasonable restriction so that at least two hours in every day,
when such register is open, are appointed for inspection.
150. Inspection of copies of and Register of Mortgages
The Company shall comply with the provisions of the Companies Act, 2013, as to allow inspection of copies
kept at the Registered Office in pursuance of the said Act, and as to allowing inspection of the Register of
charges to be kept at the office in pursuance of the said Act.
151. Supplying copies of register of holder of debentures
The Company shall comply with the provisions of the Companies Act, 2013, as to supplying copies of any
register of holders of debentures or any trust deed for securing any issue of debentures.
152. Right of holders of debentures as to Financial Statements
Holders of debentures and any person from whom the Company has accepted any sum of money by way of
deposit, shall on demand, be entitled to be furnished, free of cost, or for such sum as may be prescribed by the
498Government from time to time, with a copy of the Financial Statements of the Company and other reports
attached or appended thereto.
153. Minutes
a. The Company shall comply with the requirements of Section 118 of the Act, in respect of the keeping
of the minutes of all proceedings of every General Meeting and every meeting of the Board or any
Committee of the Board.
b. The Chairman of the meeting shall exclude at his absolute discretion such of the matters as are or could
reasonably be regarded as defamatory of any person irrelevant or immaterial to the proceedings or
detrimental to the interests of the Company.
154. Managing Director’s power to be exercised severally
All the powers conferred on the Managing Director by these presents, or otherwise may, subject to any directions
to the contrary by the Board of Directors, be exercised by any of them severally.
MANAGER
155. Manager
Subject to the provisions of the Act, the Directors may appoint any person as Manager for such term not
exceeding five years at a time at such remuneration and upon such conditions as they may think fit and any
Manager so appointed may be removed by the Board.
DIVIDENDS AND RESERVES
156. Rights to Dividend
The profits of the Company, subject to any special rights relating thereto created or authorised to be created by
these presents and subject to the provisions of these presents as to the Reserve Fund, shall be divisible among
the equity shareholders.
157. Declaration of Dividends
The Company in General Meeting may declare dividends but no dividend shall exceed the amount recommended
by the Board.
158. What to be deemed net profits
The declarations of the Directors as to the amount of the net profits of the Company shall be conclusive.
159. Interim Dividend
The Board may from time to time pay to the members such interim dividends as appear to it to be justified by
the profits of the Company.
160. Dividends to be paid out of profits only
No dividend shall be payable except out of the profits of the year or any other undistributed profits except as
provided by Section 123 of the Act.
161. Reserve Funds
a. The Board may, before recommending any dividends, set aside out of the profits of the Company such
sums as it thinks proper as a reserve or reserves which shall, at the discretion of the Board, be applicable
for any purpose to which the profits of the Company may be properly applied, including provision for
meeting contingencies or for equalising dividends and pending such application may, at the like
discretion either be employed in the business of the Company or be invested in such investments (other
than shares of the Company) as the Board may, from time to time, think fit.
499b. The Board may also carry forward any profits which it may think prudent not to divide without setting
them aside as Reserve.
162. Method of payment of dividend
a. Subject to the rights of persons, if any, entitled to share with special rights as to dividends, all dividends
shall be declared and paid according to the amounts paid or credited as paid on the shares in respect
whereof the dividend is paid.
b. No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes of
these regulations as paid on the share.
c. All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on
the shares during any portion or portions of the period in respect of which the dividend is paid but if
any share is issued on terms providing that it shall rank for dividends as from a particular date, such
shares shall rank for dividend accordingly.
163. Deduction of arrears
The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable
by him to the Company on account of calls in relation to the shares of the Company or otherwise.
164. Adjustment of dividend against call
Any General Meeting declaring a dividend or bonus may make a call on the members of such amounts as the
meeting fixes, but so that the call on each member shall not exceed the dividend payable to him and so that the
call be made payable at the same time as the dividend and the dividend may, if so arranged between the Company
and themselves, be set off against the call.
165. Payment by cheque or warrant
a. Any dividend, interest or other moneys payable in cash in respect of shares may be paid by cheque or
warrant sent through post directly 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 in the Register of Members
or to such person and to such address of the holder as the joint holders may in writing direct.
b. Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
c. Every dividend or warrant or cheque shall be posted within thirty days from the date of declaration of
the dividends.
166. Retention in certain cases
The Directors may retain the dividends payable upon shares in respect of which any person is under the
transmission clause entitled to become a member in respect thereof or shall duly transfer the same.
Receipt of joint holders
(A) Where any instrument of transfer of shares has been delivered to the Company for registration on
holders, the Transfer of such shares and the same has not been registered by the Company, it shall, and
notwithstanding anything contained in any other provision of the Act:
a) transfer the dividend in relation to such shares to the Special Account referred to in Sections
123 and 124 of the Act, unless the Company is authorised by the registered holder, of such
shares in writing to pay such dividend to the transferee specified in such instrument of transfer,
and
b) Keep in abeyance in relation to such shares any offer of rights shares under Clause(a) of Sub-
section (1) of Section 62 of the Act, and any issue of fully paid-up bonus shares in pursuance
of Sub-section (3) of Section 123 of the Act”.
500167. Deduction of arrears
Any one of two of the joint holders of a share may give effectual receipt for any dividend, bonus, or other money
payable in respect of such share.
168. Notice of Dividends
Notice of any dividend that may have been declared shall be given to the person entitled to share therein in the
manner mentioned in the Act.
169. Dividend not to bear interest
No dividend shall bear interest against the Company.
170. Unclaimed Dividend
No unclaimed dividends shall be forfeited. Unclaimed dividends shall be dealt with in accordance to the
provisions of Sections 123 and 124 of the Companies Act, 2013.
171. Transfer of share not to pass prior Dividend
Any transfer of shares shall not pass the right to any dividend declared thereon before the registration of the
transfer.
CAPITALISATION OF PROFITS
172. Capitalisation of Profits
a. The Company in General Meeting, may on the recommendation of the Board, resolve:
1. that the whole or any part of any amount standing to the credit of the Share Premium Account
or the Capital Redemption Reserve Fund or any money, investment or other asset forming
part of the undivided profits, including profits or surplus moneys arising from the realisation
and (where permitted by law) from the appreciation in value of any Capital assets of the
Company standing to the credit of the General Reserve, Reserve or any Reserve Fund or any
amounts standing to the credit of the Profit and Loss Account or any other fund of the
Company or in the hands of the Company and available for the distribution as dividend
capitalised; and
2. That such sum be accordingly set free for distribution in the manner specified in Sub-clause
(2) amongst the members who would have been entitled thereto if distributed by way of
dividend and in the same proportion.
b. The sum aforesaid shall not be paid in cash but shall be applied, subject to the provisions contained in
Subclause (3) either in or towards:
1. Paying up any amount for the time being unpaid on any share held by such members
respectively;
2. paying up in full unissued shares of the Company to be allotted and distributed and credited
as fully paid-up to and amongst such members in the proportion aforesaid; or
3. Partly in the way specified in Sub-clause (i) and partly in that specified in Sub-clause (ii).
c. A share premium account and a capital redemption reserve account may for the purpose of this
regulation be applied only in the paying up of unissued shares to be issued to members of the Company
as fully paid bonus shares.
d. The Board shall give effect to resolutions passed by the Company in pursuance of this Article.
501173. Powers of Directors for declaration of Bonus
a. whenever such a resolution as aforesaid shall have been passed, the Board shall:
1. Make all appropriations and applications of the undivided profits resolved to be capitalised
thereby and all allotments and issue or fully paid shares if any; and
2. Generally do all acts and things required to give effect thereto.
b. The Board shall have full power:
1. to make such provision by the issue of fractional certificates or by payments in cash or
otherwise as it thinks fit in the case of shares becoming distributable in fractions and also;
2. to authorise any person to enter on behalf of all the members entitled thereto into an agreement
with the Company providing for the allotment to them respectively credited as fully paid-up
of any further shares to which they may be entitled upon such capitalisation, or (as the case
may require) for the payment by the Company on their behalf, by the application thereto of
their respective proportions of the profits resolved to be capitalised of the amounts or any part
of the amounts remaining unpaid on the existing shares.
c. Any agreement made under such authority shall be effective and binding on all such members.
ACCOUNTS
174. Books of account to be kept
a. The Board shall cause proper books of accounts to be kept in respect of all sums of money received
and expanded by the Company and the matters in respect of which such receipts and expenditure take
place, of all sales and purchases of goods by the Company, and of the assets and liabilities of the
Company.
b. All the aforesaid books shall give a fair and true view of the affairs of the Company or of its branch as
the case may be, with respect to the matters aforesaid, and explain in transactions.
c. The books of accounts shall be open to inspection by any Director during business hours.
175. Where books of account to be kept
The books of account shall be kept at the Registered Office or at such other place as the Board thinks fit.
176. Inspection by members
The Board shall, from time to time, determine whether and to what extent and at what time and under what
conditions or regulations the accounts and books and documents of the Company or any of them shall be open
to the inspection of the members and no member (not being a Director) shall have any right of inspection any
account or book or document of the Company except as conferred by statute or authorised by the Board or by a
resolution of the Company in General Meeting.
177. Statement of account to be furnished to General Meeting
The Board shall lay before such Annual General Meeting , financial statements made up as at the end of the
financial year which shall be a date which shall not precede the day of the meeting by more than six months or
such extension of time as shall have been granted by the Registrar under the provisions of the Act.
178. Financial Statements
Subject to the provisions of Section 129, 133 of the Act, every financial statements of the Company shall be in
the forms set out in Parts I and II respectively of Schedule III of the Act, or as near thereto as circumstances
admit.
502179. Authentication of Financial Statements
a. Subject to Section 134 of the Act, every financial statements of the Company shall be signed on behalf
of the Board by not less than two Directors.
b. The financial statements shall be approved by the Board before they are signed on behalf of the Board
in accordance with the provisions of this Article and before they are submitted to the Auditors for their
report thereon.
180. Auditors Report to be annexed
The Auditor’s Report shall be attached to the financial statements.
181. Board’s Report to be attached to Financial Statements
a. Every financial statement laid before the Company in General Meeting shall have attached to it a report
by the Board with respect to the state of the Company’s affairs, the amounts, if any, which it proposes
to carry to any reserve either in such Balance Sheet or in a subsequent Balance Sheet and the amount,
if any, which it recommends to be paid by way of dividend.
b. The report shall, so far as it is material for the appreciation of the state of the Company’s affairs by its
members and will not in the Board’s opinion be harmful to its business or that of any of its subsidiaries,
deal with any change which has occurred during the financial year in the nature of the Company’s
business or that of the Company’s subsidiaries and generally in the classes of business in which the
Company has an interest and material changes and commitments, if any, affecting the financial position
of the Company which has occurred between the end of the financial year of the Company to which
the Balance Sheet relates and the date of the report.
c. The Board shall also give the fullest information and explanation in its report or in case falling under
the provision of Section 134 of the Act in an addendum to that Report on every reservation,
qualification or adverse remark contained in the Auditor’s Report.
d. The Board’s Report and addendum, if any, thereto shall be signed by its Chairman if he is authorised
in that behalf by the Board; and where he is not authorised, shall be signed by such number of Directors
as is required to sign the Financial Statements of the Company under Article 181.
e. The Board shall have the right to charge any person not being a Director with the duty of seeing that
the provisions of Sub-clauses (a) to (e) of this Article are complied with.
182. Right of member to copies of Financial Statements
The Company shall comply with the requirements of Section 136.
ANNUAL RETURNS
183. Annual Returns
The Company shall make the requisite annual return in accordance with Section 92 of the Act.
AUDIT
184. Accounts to be audited
a. Every Financial Statement shall be audited by one or more Auditors to be appointed as hereinafter
mentioned.
b. Subject to provisions of the Act, The Company at the Annual General Meeting shall appoint an Auditor
or Firm of Auditors to hold office from the conclusion of that meeting until the conclusion of the fifth
Annual General Meeting and shall, within seven days of the appointment, give intimation thereof to
every Auditor so appointed unless he is a retiring Auditor.
503c. At every Annual General Meeting, reappointment of such auditor shall be ratified by the shareholders.
d. Where at an Annual General Meeting no Auditors are appointed or reappointed, the Central
Government may appoint a person to fill the vacancy.
e. The Company shall, within seven days of the Central Government’s power under Sub-clause (d)
becoming exercisable, give notice of that fact to that Government.
f. 1. The first Auditor or Auditors of the Company shall be appointed by the Board of Directors
within one month of the date of registration of the Company and the Auditor or Auditors so
appointed shall hold office until the conclusion of the first Annual General Meeting.
Provided that the Company may at a General Meeting remove any such Auditor or all or any of such
Auditors and appoint in his or their places any other person or persons who have been nominated for
appointment by any such member of the Company and of whose nomination notice has been given to the
members of the Company, not less than 14 days before the date of the meeting; and
2. If the Board fails to exercise its power under this Sub-clause, the Company in General
Meeting may appoint the first Auditor or Auditors.
g. The Directors may fill any casual vacancy in the office of an Auditor, but while any such vacancy
continues, the remaining Auditor or Auditors, if any, may act, but where such a vacancy is caused by
the resignation of an Auditor, the vacancy shall only be filled by the Company in General Meeting.
h. A person other than a retiring Auditor, shall not be capable of being appointed at an Annual General
Meeting unless Special Notice of a resolution for appointment of that person to the office of Auditor
has been given by a member to the Company not less than fourteen days before the meeting in
accordance with Section 115 of the Act and the Company shall send a copy of any such notice to the
retiring Auditor and shall give notice thereof to the members in accordance with Section 190 of the Act
and all other provisions of Section140 of the Act shall apply in the matter. The provisions of this Sub-
clause shall also apply to a resolution that retiring Auditor shall be reappointed.
i. The persons qualified for appointment as Auditors shall be only those referred to in Section 141 of the
Act.
j. Subject to the provisions of Section 146 of the Act, the Auditor of the company shall attend general
meetings of the company.
185. Audit of Branch Offices
The Company shall comply with the provisions of Section 143 of the Act in relation to the audit of the accounts
of Branch Offices of the Company.
186. Remuneration of Auditors
The remuneration of the Auditors shall be fixed by the Company in General Meeting except that the
remuneration of any Auditor appointed to fill and casual vacancy may be fixed by the Board.
187. Rights and duties of Auditors
a. Every Auditor of the Company shall have a right of access at all times to the books of accounts and
vouchers of the Company and shall be entitled to require from the Directors and officers of the
Company such information and explanations as may be necessary for the performance of his duties as
Auditor.
b. All notices of, and other communications relating to any General Meeting of a Company which any
member of the Company is entitled to have sent to him shall also be forwarded to the Auditor, and the
Auditor shall be entitled to attend any General Meeting and to be heard at any General Meeting which
he attends on any part of the business which concerns him as Auditor.
c. The Auditor shall make a report to the members of the Company on the accounts examined by him and
on Financial statements and on every other document declared by this Act to be part of or annexed to
504the Financial statements, which are laid before the Company in General Meeting during his tenure of
office, and the report shall state whether, in his opinion and to the best of his information and according
to explanations given to him, the said accounts give the information required by this Act in the manner
so required and give a true and fair view:
1. In the case of the Balance Sheet, of the state of affairs as at the end of the financial year and
2. In the case of the Statement of Profit and Loss, of the profit or loss for its financial year.
d. The Auditor’s Report shall also state:
(a) Whether he has sought and obtained all the information and explanations which to the best of
his knowledge and belief were necessary for the purpose of his audit and if not, the details
thereof and the effect of such information on the financial statements;
(b) whether, in his opinion, proper books of account as required by law have been kept by the
company so far as appears from his examination of those books and proper returns adequate
for the purposes of his audit have been received from branches not visited by him;
(c) whether the report on the accounts of any branch office of the company audited under sub-
section (8) by a person other than the company’s auditor has been sent to him under the
proviso to that sub-section and the manner in which he has dealt with it in preparing his report;
(d) Whether the company’s balance sheet and profit and loss account dealt with in the report are
in agreement with the books of account and returns;
(e) Whether, in his opinion, the financial statements comply with the accounting standards;
(f) The observations or comments of the auditors on financial transactions or matters which have
any adverse effect on the functioning of the company;
(g) Whether any director is disqualified from being appointed as a director under sub-section (2)
of section 164;
(h) Any qualification, reservation or adverse remark relating to the maintenance of accounts and
other matters connected therewith;
(i) Whether the company has adequate internal financial controls system in place and the
operating effectiveness of such controls;
(j) Whether the company has disclosed the impact, if any, of pending litigations on its financial
position in its financial statement;
(k) whether the company has made provision, as required under any law or accounting standards,
for material foreseeable losses, if any, on long term contracts including derivative contracts;
(l) Whether there has been any delay in transferring amounts, required to be transferred, to the
Investor Education and Protection Fund by the company.
e. Where any of the matters referred to in Clauses (i) and (ii) of Sub-section (2) of Section 143 of the Act
or in Clauses (a), (b) and (c) of Sub-section (3) of Section 143 of the Act or Sub-clause (4) (a) and (b)
and (c) hereof is answered in the negative or with a qualification, the Auditor’s Report shall state the
reason for such answer.
f. The Auditor’s Report shall be read before the Company in General Meeting and shall be open to
inspection by any member of the Company.
188. Accounts whether audited and approved to be conclusive
Every account of the Company when audited and approved by a General Meeting shall be conclusive except as
regards any error discovered therein within three months next after the approval thereof. Whenever any such
error is discovered within that period, the accounts shall forthwith be corrected, and henceforth be conclusive.
505189. Service of documents on the Company
A document may be served on the Company or any officer thereof by sending it to the Company or officer at
the Registered Office of the Company by Registered Post, or by leaving it at the Registered Office or in
electronic mode in accordance with the provisions of the act.
190. How documents to be served to members
a. A document (which expression for this purpose shall be deemed to included and shall include any
summons, notice, requisition, process, order judgement or any other document in relation to or the
winding up of the Company) may be served personally or by sending it by post to him to his registered
address or in electronic mode in accordance with the provisions of the act., or (if he has no registered
address in India) to the address, if any, within India supplied by him to the Company for the giving of
notices to him.
b. All notices shall, with respect to any registered shares to which persons are entitled jointly, be given to
whichever of such persons is named first in the Register, and notice so given shall be sufficient notice
to all the holders of such shares.
c. Where a document is sent by post:
i. service thereof shall be deemed to be effected by properly addressing prepaying and posting
a letter containing the notice, provided that where a member has intimated to the Company in
advance that documents should be sent to him under a Certificate of Posting or by Registered
Post with or without acknowledgment due and has deposited with the Company a sum
sufficient to defray the expenses of doing so, service of the documents shall not be deemed to
be effected unless it is sent in the manner intimated by the member, and such service shall be
deemed to have been effected;
a. in the case of a notice of a meeting, at the expiration of forty eight hours after the
letter containing the notice is posted, and
b. in any other case, at the time at which the letter should be delivered in the ordinary
course of post.
191. Members to notify address in India
Each registered holder of share(s) shall, from time to time, notify in writing to the Company some place in India
to be registered as his address and such registered place of address shall for all purposes be deemed to be his
place of residence.
192. Service on members having no registered address in India
If a member has no registered address in India and has not supplied to the Company an address within India for
the giving of notices to him, a document advertised in a newspaper circulating in the neighbourhood of the
Registered Office of the Company shall be deemed to be duly served on him on the day on which the
advertisement appears.
193. Service on persons acquiring shares on death or insolvency of members
A document may be served by the Company to the persons entitled to a share in consequence of the death or
insolvency of a member by sending it through the post in a prepaid letter addressed to them by name, or by the
title of representatives of deceased or assignees of the insolvent or by any like descriptions at the address, if any,
in India supplied for the purpose by the persons claiming to be so entitled or (until such an address has been so
supplied) by serving the document in any manner in which the same might have been served if the death or
insolvency had not occurred.
194. Notice valid though member deceased
Any notice of document delivered or sent by post or left at the registered address of any member in pursuance
of these presents shall, notwithstanding that such member by then deceased and whether or not the Company
has notice of his decease, be deemed to have been duly served in respect of any registered share whether held
506solely or jointly with other persons by such member until some other person be registered in his stead as the
holder or joint holder thereof and such service shall for all purposes of these presents be deemed a sufficient
service of such notice or document on his or on her heirs, executors or administrators, and all other persons, if
any, jointly interested with him or her in any such share.
195 Persons entitled to Notice of General Meeting
Subject to the provisions of Section 101 the Act and these Articles, notice of General Meeting shall be given to;
(a) Every member of the company, legal representative of any deceased member or the assignee of an
insolvent member;
(b) The auditor or auditors of the company; and
(c) Every director of the company.
Any accidental omission to give notice to, or the non-receipt of such notice by, any member or other person who
is entitled to such notice for any meeting shall not invalidate the proceedings of the meeting.
196. Advertisement
a. Subject to the provisions of the Act, any document required to be served on or sent to the members, or
any of them by the Company and not expressly provided for by these presents, shall be deemed to be
duly served or sent if advertised in a newspaper circulating in the district where the Registered Office
of the Company is situated.
b. Every person who by operation of law, transfer or other means whatsoever shall become entitled to any
share shall be bound by every notice in respect of such share which previously to his name and address
being entered in the Register shall be duly given to the person from whom he derived his title to such
share or stock.
197. Transference, etc. bound by prior notices
Every person, who by the operation of law, transfer, or other means whatsoever, shall become entitled to any
share, shall be bound by every document in respect of such share which previously to his name and address
being entered in the Register, shall have been duly served on or sent to the person from whom he derives his
title to the share.
198. How notice to be signed
Any notice to be given by the Company shall be signed by the Managing Director or by such Director or officer
as the Directors may appoint. The signature to any notice to be given by the Company may be written or printed
or lithographed.
AUTHENTICATION OF DOCUMENTS
199. Authentication of document and proceeding
Save as otherwise expressly provided in the Act or these Articles, a document or proceeding requiring
authentication by the Company may be signed by a Director, or the Managing Director or an authorised officer
of the Company and need not be under its seal.
WINDING UP
201. Winding up
Subject to the provisions of the Act as to preferential payments, the assets of a Company shall, on its winding-
up be applied in satisfaction of its liabilities pari-passu and, subject to such application, shall, unless the articles
otherwise provide, be distributed among the members according to their rights and interests in the Company.
202. Division of assets of the Company in specie among members
507If the Company shall be wound up, whether voluntarily or otherwise, the liquidators may, with the sanction of
a Special Resolution, divide among the contributories, in specie or kind, and part of the assets of the Company
and may, with the like sanction, vest any part of the assets of the Company in trustees upon such trusts for the
benefit of the contributories or any of them, as the liquidators with the like sanction shall think fit. In case any
shares, to be divided as aforesaid involves a liability to calls or otherwise, any person entitled under such division
to any of the said shares may, within ten days after the passing of the Special Resolution by notice in writing,
direct the liquidators to sell his proportion and pay him the net proceeds, and the liquidators shall, if practicable,
act accordingly.
INDEMNITY AND RESPONSIBILITY
203. Directors’ and others’ right to indemnity
a. Subject to the provisions of Section 197 of the Act every Director, Manager, Secretary and other officer
or employee of the Company shall be indemnified by the Company against, and it shall be the duty of
the Directors out of the funds of the Company to pay all costs, losses, and expenses (including travelling
expenses) which Service of documents on the Company any such Director, officer or employee may
incur or becomes liable to by reason of any contract entered into or act or deed done by him or any
other way in the discharge of his duties, as such Director, officer or employee.
b. Subject as aforesaid, every Director, Manager, Secretary, or other officer/employee of the Company
shall be indemnified against any liability, incurred by them or him in defending any proceeding whether
civil or criminal in which judgement is given in their or his favour or in which he is acquitted or
discharged or in connection with any application under Section 463 of the Act in which relief is given
to him by the Court and without prejudice to the generality of the foregoing, it is hereby expressly
declared that the Company shall pay and bear all fees and other expenses incurred or incurrable by or
in respect of any Director for filing any return, paper or document with the Registrar of Companies, or
complying with any of the provisions of the Act in respect of or by reason of his office as a Director or
other officer of the Company.
204. Subject to the provisions of Section 197 of the Act, no Director or other officer of the Company shall be liable
for the acts, receipts, neglects or defaults of any other Director or officer, or for joining in any receipt or other
act for conformity for any loss or expenses happening to the Company through insufficiency or deficiency of
title to any property acquired by order of the Directors for and on behalf of the Company, or for the insufficiency
or deficiency of title to any property acquired by order of the Directors for and on behalf of the Company or for
the insufficiency or deficiency of any money invested, or for any loss or damages arising from the bankruptcy,
insolvency or tortuous act of any person, company or corporation with whom any moneys, securities or effects
shall be entrusted or deposited or for any loss occasioned by any error of judgement or oversight on his part of
for any loss or damage or misfortune whatever, which shall happen in the execution of the duties of his office
or in relation thereto unless the same happens through his own act or default.
SECRECY CLAUSE
205. a. No member shall be entitled to visit or inspect the Company’s works without the permission of the
Directors or Managing Director or to require discovery of or any information respecting any details of
the Company’s trading or any matter which is or may be in the nature of a trade secret, mystery of trade
or secret process or which may relate to the conduct of the business of the Company and which, in the
opinion of the Directors, will be inexpedient in the interests of the Company to communicate to the
public.
b. Every Director, Managing Director, Manager, Secretary, Auditor, Trustee, Members of a Committee,
Officers, Servant, Agent, Accountant or other person employed in the business of the Company, shall,
if so required by the Directors before entering upon his duties, or at any time during his term of office
sign a declaration pledging himself to observe strict secrecy respecting all transactions of the Company
and the state of accounts and in matters relating thereto, and shall by such declaration pledge himself
not to reveal any of the matters which may come to his knowledge in the discharge of duties except
when required so to do by the Board or by any General Meeting or by a Court of Law or by the persons
to whom such matters relate and except so far as may be necessary, in order to comply with any of the
provisions contained in these Articles.
508REGISTERS, INSPECTION AND COPIES THEREOF
206. a. Any Director or Member or person can inspect the statutory registers maintained by the company,
which may be available for inspection of such Director or Member or person under provisions of the
act by the company, provided he gives fifteen days’ notice to the company about his intention to do so.
b. Any, Director or Member or person can take copies of such registers of the company by paying Rs. 10
per page to the company. The company will take steps to provide the copies of registers to such person
within Fifteen days of receipt of money.
BUY-BACK OF SHARES
207. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any
other applicable provision of the Act or any other law for the time being in force, the company may purchase its
own shares or other specified securities.
GENERAL AUTHORITY
208. Wherever in the applicable provisions under the Act, it has been provided that, any Company shall have any
right, authority or that such Company could carry out any transaction only if the Company is authorised by its
Articles, this regulation hereby authorises and empowers the Company to have such right, privilege or authority
and to carry out such transaction as have been permitted by the Act without there being any specific regulation
or clause in that behalf in this articles.
509SECTION 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, will be attached to the copy of this Prospectus which will be
filed with the RoC, and will also be available at the following weblink: www.ompowertransmission.com. Physical copies
of the above-mentioned documents referred to hereunder, may be inspected at the Registered and Corporate Office
between 10 a.m. and 5 p.m. on all Working Days from the date of this Prospectus until the Bid/Offer Closing Date.
Material contracts to the Offer
1. Offer Agreement dated September 30, 2025 entered into between our Company, the Promoter Selling Shareholders
and the Book Running Lead Manager.
2. Registrar Agreement dated September 17, 2025 entered into between our Company, the Promoter Selling
Shareholders and the Registrar to the Offer.
3. Cash Escrow and Sponsor Bank Agreement dated April 02, 2026 amongst our Company, the Promoter Selling
Shareholders, the Registrar to the Offer, the Book Running Lead Manager, Syndicate Member and Bankers to the
Offer.
4. Syndicate Agreement dated April 02, 2026 amongst our Company, the Promoter Selling Shareholders, the Book
Running Lead Manager, the Registrar to the Offer and Syndicate Members.
5. Share Escrow Agreement dated April 02, 2026 entered into among the Promoter Selling Shareholders, our
Company and the Share Escrow Agent;
6. Monitoring Agency Agreement dated March 31, 2026 entered into between our Company and the Monitoring
Agency.
7. Underwriting Agreement dated April 14, 2026 amongst our Company, the Promoter Selling Shareholders, the
Underwriters and the Registrar to the Offer.
Material Documents
1. Certified copies of the Memorandum of Association and the Articles of Association, as amended until date.
2. Certificate of incorporation dated June 29, 2011 issued to our Company by the RoC in the former name being ‘Om
Power Transmission Private Limited’.
3. Fresh certificate of incorporation dated September 15, 2025 issued by the RoC upon conversion of our Company
from private limited company to public limited company and consequent change in name from ‘Om Power
Transmission Private Limited’ to ‘Om Power Transmission Limited’.
4. Resolution of our Board dated September 16, 2025 authorising the Offer and other related matters, and the resolution
of the Shareholders dated September 17, 2025, approving the Offer and other related matters.
5. Resolution dated September 30, 2025 passed by the Board approving the Draft Red Herring Prospectus.
6. Resolution dated April 04, 2026 passed by the Board approving the Red Herring Prospectus.
7. Resolution of the Board dated April 04, 2026 approving the Abridged Prospectus.
8. Resolution of the Board dated April 14, 2026, approving this Prospectus
9. Resolution of the Board dated September 16, 2025 taking on record the approval for the Offer for Sale by the
Promoter Selling Shareholders.
10. Resolution of our Board dated July 25, 2025 and Shareholders dated August 06, 2025, approving the terms of
appointment and remuneration of our Chairman and Executive Director, Kalpesh Dhanjibhai Patel.
51011. Resolution of our Board dated July 25, 2025 and Shareholders dated August 06, 2025, approving the terms of
appointment and remuneration of our Managing Director, Kanubhai Patel.
12. Resolution of our Board dated July 25, 2025 and Shareholders dated August 06, 2025, approving the terms of
appointment and remuneration of our Whole-time Director Director, Vasantkumar Narayanbhai Patel.
13. Consent letters from the Promoter Selling Shareholders, authorising their participation in the Offer. For further
details, see “The Offer” beginning on page 74.
14. Resolution of the Audit Committee dated April 04, 2026, approving the KPIs.
15. Certificate dated April 04, 2026 from O.M.M.S & Associates, Chartered Accountants, our Statutory Auditors,
certifying the KPIs of our Company.
16. Written consent dated April 04, 2026 from O.M.M.S & Associates, Chartered Accountants 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 February 20, 2026 on our Restated
Financial Information; and (ii) their report dated April 04, 2026 on the statement of special tax benefits 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 April 04, 2026 from Mittal V Kothari & Associates, Company Secretaries represented by
Ms. Mittal V Kothari (having membership number A46731), the practising company secretary, holding a valid
certificate of practice from Institute of Company Secretaries of India, to include her name as required under Section
26 (5) of the Companies Act, 2013 read with the 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 practising
company secretary, and in respect of certain certificates to be 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.
18. The examination report dated February 20, 2026 of our Statutory Auditor on the Restated Financial Information,
included in this Prospectus.
19. The statement of possible special tax benefits dated April 04, 2026 from our Statutory Auditors.
20. Certificate dated April 14, 2026, respectively, issued by our Statutory Auditors, with respect to the (a) average cost
of acquisition of shares by the Promoters (including the Promoter Selling Shareholders) and weighted average price
at which equity shares of the Company were acquired; (b) Basis for Offer Price; (c) Defaults and Non-Payment of
Statutory Dues, Contingent Liabilities and tax litigations/claims and (d) Offer Expenses.
21. Certificate dated April 04, 2026 issued by our Statutory Auditors, with respect to the working capital required by
our Company.
22. Certificates dated April 04, 2026, respectively, issued by our Statutory Auditors, with respect to the (a) utilization
of borrowings availed by the Company; (b) Order Book of the Company; (c) eligibility criteria; (d) outstanding dues
to Material Creditors, MSMEs and other creditors; and (e) insurance coverage
23. Industry report titled “Report on EPC in Power Transmission Infrastructure ” dated February 25, 2026 prepared
and issued by Dun & Bradstreet, available on our Company’s website at www.ompowertransmission.com.
24. Report titled “Cost Vetting Report” dated April 04, 2026 issued by Dun and Bradstreet, available on our Company’s
website at www.ompowertransmission.com.
25. Consent letter dated April 04, 2026 from Dun & Bradstreet with respect to the Cost Vetting Report.
26. Consent letter dated February 26, 2026 from Dun & Bradstreet with respect to the D&B Report.
27. Consents of the BRLM, the Registrar to the Offer, the Syndicate Members, Bankers to the Company, Escrow
Collection Bank, Public Offer Account Bank, Refund Bank and Sponsor Banks, Monitoring Agency, the legal
counsel to the Offer, our Promoters, our Directors, the Company Secretary and Compliance Officer, Chief Financial
Officer and members of our Senior Management, to act in their respective capacities.
51128. Copies of annual reports of our Company for Fiscal 2025, Fiscal 2024 and Fiscal 2023.
29. Tripartite agreement dated July 21, 2025, among our Company, NSDL and the Registrar to the Offer.
30. Tripartite agreement dated June 27, 2025 among our Company, CDSL and the Registrar to the Offer.
31. E-mail dated April 09, 2026 by Suraj J Jhannwar addressed to our Company in relation to the Offer and the response
issued by our Company dated April 14, 2026.
32. E-mail dated April 14, 2026 by Ajit Tandon addressed to our Company in relation to the Offer and the response
issued by our Company dated April 14, 2026.
33. Due diligence certificate dated September 30, 2025 addressed to SEBI from the Book Running Lead Manager.
34. In-principle listing approvals each dated January 22, 2026 from BSE and NSE, respectively.
35. SEBI final observation bearing reference no. SEBI/ HO/49/11/11(55)2026-CFD-RAC-DCRI dated February 13,
2026.
512DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956 (SCRA), the Securities Contracts (Regulation) Rules, 1957 (SCRR) and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements made in this Prospectus are true and correct.
SIGNED BY THE CHAIRMAN AND EXECUTIVE DIRECTOR OF OUR COMPANY
_________________________
Kalpesh Dhanjibhai Patel
(Chairman and Executive Director)
Date: April 14, 2026
Place: Ahmedabad
513DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956 (SCRA), the Securities Contracts (Regulation) Rules, 1957 (SCRR) and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements made in this Prospectus are true and correct.
SIGNED BY THE MANAGING DIRECTOR OF OUR COMPANY
_________________________
Kanubhai Patel
(Managing Director)
Date: April 14, 2026
Place: Ahmedabad
514DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956 (SCRA), the Securities Contracts (Regulation) Rules, 1957 (SCRR) and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements made in this Prospectus are true and correct.
SIGNED BY THE WHOLE TIME DIRECTOR OF OUR COMPANY
________________________
Vasantkumar Narayanbhai Patel
(Whole-time Director)
Date: April 14, 2026
Place: Ahmedabad
515DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956 (SCRA), the Securities Contracts (Regulation) Rules, 1957 (SCRR) and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements made in this Prospectus are true and correct.
SIGNED BY THE INDEPENDENT DIRECTOR OF OUR COMPANY
________________________
Anand Mohan Tiwari
(Independent Director)
Date: April 14, 2026
Place: Ahmedabad
516DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956 (SCRA), the Securities Contracts (Regulation) Rules, 1957 (SCRR) and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements made in this Prospectus are true and correct.
SIGNED BY THE INDEPENDENT DIRECTOR OF OUR COMPANY
_________________________
Desai Alpesh Dharamsinh
(Independent Director)
Date: April 14, 2026
Place: Ahmedabad
517DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956 (SCRA), the Securities Contracts (Regulation) Rules, 1957 (SCRR) and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements made in this Prospectus are true and correct.
SIGNED BY THE INDEPENDENT DIRECTOR OF OUR COMPANY
________________________
Ishvarlal Mafatlal Bhavsar
(Independent Director)
Date: April 14, 2026
Place: Ahmedabad
518DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956 (SCRA), the Securities Contracts (Regulation) Rules, 1957 (SCRR) and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements made in this Prospectus are true and correct.
SIGNED BY THE INDEPENDENT DIRECTOR OF OUR COMPANY
_________________________
Shikha Agarwal
(Independent Director)
Date: April 14, 2026
Place: Ahmedabad
519DECLARATION
I hereby declare that all relevant provisions of the Companies Act, 2013 and the regulations and guidelines issued by the
Government of India, or the regulations or guidelines issued by the Securities and Exchange Board of India, established
under Section 3 of the Securities and Exchange Board of India Act, 1992, as the case may be, have been complied with,
and no statement made in this Prospectus is contrary to the provisions of the Companies Act, 2013, the Securities
Contracts (Regulation) Act, 1956 (SCRA), the Securities Contracts (Regulation) Rules, 1957 (SCRR) and the Securities
and Exchange Board of India Act, 1992, each as amended, or the rules made, or regulations or guidelines issued
thereunder, as the case may be. I further certify that all the statements made in this Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
_________________________
Chetan Bharatkumar Modi
(Chief Financial Officer)
Date: April 14, 2026
Place: Ahmedabad
520DECLARATION BY PROMOTER SELLING SHAREHOLDER
I, Kalpesh Dhanjibhai Patel, in my capacity as a Promoter Selling Shareholder, hereby confirm that all statements,
disclosures and undertakings specifically made or confirmed by me in this Prospectus in relation to myself, as the
Promoter Selling Shareholder and the respective portion of Equity Shares being offered by me in the Offer, are true and
correct. I assume no responsibility for any other statements, disclosures and undertakings, including, those made or
confirmed by or relating to the Company or any other Promoter Selling Shareholder or any other person(s) in this
Prospectus.
_________________________
Kalpesh Dhanjibhai Patel
Date: April 14, 2026
Place: Ahmedabad
521DECLARATION BY PROMOTER SELLING SHAREHOLDER
I, Kanubhai Patel, in my capacity as a Promoter Selling Shareholder, hereby confirm that all statements, disclosures and
undertakings specifically made or confirmed by me in this Prospectus in relation to myself, as the Promoter Selling
Shareholder and the respective portion of Equity Shares being offered by me in the Offer, are true and correct. I assume
no responsibility for any other statements, disclosures and undertakings, including, those made or confirmed by or
relating to the Company or any other Promoter Selling Shareholder or any other person(s) in this Prospectus.
_________________________
Kanubhai Patel
Date: April 14, 2026
Place: Ahmedabad
522DECLARATION BY PROMOTER SELLING SHAREHOLDER
I, Vasantkumar Narayanbhai Patel, in my capacity as a Promoter Selling Shareholder, hereby confirm that all statements,
disclosures and undertakings specifically made or confirmed by me in this Prospectus in relation to myself, as the
Promoter Selling Shareholder and the respective portion of Equity Shares being offered by me in the Offer, are true and
correct. I assume no responsibility for any other statements, disclosures and undertakings, including, those made or
confirmed by or relating to the Company or any other Promoter Selling Shareholder or any other person(s) in this
Prospectus.
_________________________
Vasantkumar Narayanbhai Patel
Date: April 14, 2026
Place: Ahmedabad
523